AMAZON NATURAL TREASURES INC
10QSB, 1998-12-03
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                              UNITED STATES

                   SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC 20549

                               FORM 10-QSB 

              Quarterly Report Under Section 13 or 15(d) of
                   the Securities Exchange Act of 1934

For the Quarter Ended                                 Commission File Number
   JUNE 30, 1998                                            33-26109


                     AMAZON NATURAL TREASURES, INC.
         (Exact name of registrant as specified in its charter)

                                 NEVADA
                                                       
          (State or other jurisdiction of incorporation or organization)
                                    

                  (I.R.S. Employer Identification No.)
                               88-0460880

                      4011 W. OQUENDO ROAD, SUITE C

                         LAS VEGAS, NEVADA 89118

                (Address of principal executive offices)

                      4011 W. OQUENDO ROAD, SUITE C
                         LAS VEGAS, NEVADA 89118

             (Former Address of principal executive office)

                             (702) 795-4333

          (Registrant's telephone number, including area code)

      Securities registered pursuant to Section 12 (b) of the Act:

                                  None


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. 

          X   Yes       No 

State the number of shares outstanding of each of the registrants classes of
common stock, as of the latest practicable date. 





                             June 30, 1998

                     Common Voting Stock 48,009,589

                     PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS 

The unaudited financial statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management, and commence of
the following page, together with Related Notes. In the opinion on management,
the Financial Statements fairly present the financial condition of the
Registrant. 

<TABLE>
                       AMAZON NATURAL TREASURES, INC.
                         BALANCE SHEET (UNAUDITED)
                             JUNE 30, 1998
<CAPTION>

                                                    JUNE 30, 1998
<S>                                                 <C>
                                     ASSETS
CURRENT ASSETS
   CASH IN BANK                                     $     236
   CANADIAN BANK ACCOUNT                                  100
   PETTY CASH                                            (500)
   CASH IN BANK                                        23,901
   CHECKING-US SAVINGS BANK                                 0
   MONEY MARKET-US SAVINGS BANK                             0
   ACCOUNTS RECEIVABLE                                   (846)
   INVENTORY                                              213
   BOTTLED/BAGGED                                     102,724
   RAW MATERIALS                                      197,009
   BIRDS                                               39,061
   WORK IN PROGRESS                                    20,618
   GEMS                                               (21,124)
   PREPAID INSURANCE                                   10,414
                                                      -------
   TOTAL CURRENT ASSETS                                         $371,804

PROPERTY AND EQUIPMENT
   OFFICE FURNITURE AND EQUIPMENT                    $ 84,465
   ACCUM. DEP.-FURNITURE/FIXTURES                      (9,779)
   LABORATORY EQUIPMENT                                38,416
   ACCUM. DEP.-LABORATORY EQUIPMENT                   (14,764)
   CLEAN ROOM EQUIPMENT                               251,906
   ACCUM. DEP.-CLEAN ROOM EQUIP.                      (34,261)
   WAREHOUSE EQUIPMENT                                101,860
   ACCUM. DEP.-WAREHOUSE EQUIP.                       (13,121)
   COMPUTER EQUIPMENT                                  36,202
   ACCUM. DEP. COMPUTER EQUIP                          (3,991)
   AUTOMOBILES                                         17,590
   ACCUM. DEP AUTOMOBILES                              (2,052)
   PORTABLE CLEAN ROOMS                               129,612
   LOGOS, TRADEMARKS, ETC.                            125,000
                                                      -------
   TOTAL PROPERTY AND EQUIPMENT                                 $707,083

OTHER ASSETS
   EMPLOYEE ADVANCES                                    1,206
   RELATED PARTY RECEIVABLES                           62,443
   INVENTORY OVERHEAD APPLIED                          69,354
   WORK IN PROGRESS                                    19,240
   LICENSES & TRADEMARKS                                5,000
   ACCUM. AMORT. - LICENSES                            (2,000)
   REFUNDABLE DEPOSITS                                144,874
   OTHER ORGANIZATIONAL COSTS                          58,855
   ACC. AMORT.-ORGANIZATIONAL COSTS                   (17,209)
   SUSPENSE                                               402
                                                      -------
   TOTAL OTHER ASSETS                                           $342,166

   TOTAL ASSETS                                                $1,421,053
                                                               ----------
                                                               ----------


                             LIABILITIES AND CAPITAL

CURRENT LIABILITES
   PREPAID LEGAL FEES                               $  (3,000)
   ACCOUNTS PAYABLE                                   250,227
   FICA PAYABLE                                         8,807
   FEDERAL INCOME TAX WITHHELD                          9,555
   NV BUSINESS TAX PAYABLE                              2,138
   STATE UNEMP. TAX PAYABLE                            (1,891)
   FED. UNEMP. TAX PAYABLE                                356
   ACCRUED SALARIES & WAGES                            13,083
   SALES TAX PAYABLE                                   10,031
   ACCOUNTS PAYABLE-MIKE SYLVER                       109,159
   ACCOUNTS PAYABLE-TCI                                21,599
   ACCOUNTS PAYABLE-DR LORICCHIO                       10,000
   CURRENT PORTION                                    (10,536)
   LONG TERM PORTION                                   17,483
   LESS CURRENT UNAMORT. DISC.                         (2,437)
   LESS UNAMORTIZED DISCOUNT                           (4,194)
   LOANS PAYABLE-OFFICERS                              30,000
   MICHAEL A. SYLVER                                  (13,600)
   BENITA SYLVER                                       (5,062)
   ROBERT QUALEY                                        1,142
   ABRACEL                                             10,648
   GARY SYLVER                                          8,052
                                                      -------
   TOTAL CURRENT LIABILITIES                                    $461,560

LONG-TERM LIABILITIES
   NOTE PAYABLE                                        39,818
                                                       ------
   TOTAL LONG-TERM LIABILITIES                                 $ 39,818

   TOTAL LIABILITIES                                           $501,377

CAPITAL
   COMMON STOCK                                     $    31,686
   RETAINED EARNINGS                                 (8,830,152)
   ADDITIONAL PAID IN CAPITAL                         9,839,004
   NET INCOME                                          (120,862)
                                                     ----------
   TOTAL CAPITAL                                                $ 919,676
                                                                 ---------
   TOTAL LIABILITIES AND CAPITAL                                $1,421,053
                                                                 ---------
                                                                 ---------
<FN>
</TABLE>
<TABLE>
                     AMAZON NATURAL TREASURES, INC.
                     INCOME STATEMENTS (UNAUDITED)
            FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
<CAPTION>
                                               SIX MONTHS ENDED
                                       JUNE 30, 1998       JUNE 30, 1997
<S>                                    <C>                 <C>
REVENUES
 SALES                                 $    228,013         $  22,005
 INTEREST INCOME                                207               774
 DISCOUNTS & GIFT CERTIFICATES              (42,154)                0
 MISCELLANEOUS INCOME                            58                 0
                                            --------           ------
 TOTAL REVENUES                             186,124            22,779
                                            --------           ------
COST OF SALES
 PURCHASES                                    2,287             6,113
 PROCESSING COSTS                               135             1,156
 FREIGHT-IN                                   1,397                 0
 SHIPPING EXPENSE                             3,243             7,387
 COMMISSIONS                                      0               175
                                             ------            ------
 TOTAL COST OF SALES                          7,061            14,831
                                             ------            ------
 GROSS PROFIT                               179,063             7,949
                                             ------            ------
EXPENSES
 ACCOUNTING SERVICES-OUTSIDE                 23,235            26,765
 ADVERTISING                                      0               362
 AMORTIZATION                                     0               885
 APARTMENT LEASES-CORPORATE                   3,820                 0
 AUTO & TRUCK                                 1,418             3,996
 AUTO LEASE                                   4,530            11,850
 BANK CHARGES                                 2,172               640
 BANK CHARGES-CREDIT CARDS                      445               544
 CASUAL LABOR                                 4,096            13,061
 COMMISSIONS                                 24,001                 0
 COMPUTER EXPENSE                             7,714                 0
 CONSULTING FEES                             45,460            84,917
 DEPRECIATION                                     0            11,415 
 DUES & SUBSCRIPTIONS                           275             1,283
 ENTERTAINMENT                                  425             2,450
 EQUIPMENT RENTAL                             1,509             2,335
 FURNITURE LEASE                                  0               127
 INSURANCE-GROUP                              2,431               391
 INSURANCE-GENERAL                            2,803             1,903
 INTEREST                                         0             1,274
 JANITORIAL                                       0               439
 LEGAL                                        3,228            13,139
 LICENSES & TAXES                             1,830             2,046
 MISCELLANEOUS                                6,022                 0
 MOVING EXPENSES                                460               240
 NEVADA BUSINESS TAX                              0             1,257
 LABORATORY SUPPLIES                              0                50
 CLEAN ROOM SUPPLIES                          3,632             2,961
 WAREHOUSE SUPPLIES                              98                 0
 OFFICE EXPENSES                              2,944            12,539
 RESEARCH & DEVELOPMENT                         428             3,410
 PENALTIES                                        0                21
 POSTAGE                                      1,042             2,111
 PROFESSIONAL SERVICES                        2,150             5,050
 PROMOTIONAL                                      0            32,631
 PROXY SERVICE                                7,338                 0
 PRINTING                                         0               150
 RENT-LAS VEGAS OFFICE                       28,081            13,040
 RENT-AMAZON                                      0             1,971
 REPAIRS & MAINTENANCE                          192             1,857
 SALARIES & WAGES                           102,254            27,299
 SECURITY EXPENSE                               583                 0
 FICA EXPENSE                                   841             2,721
 ST. UNEMP. SUI                                   0               693
 FEDERAL UNEMPLOYMENT INSUR                       0                90
 PAYROLL TAX EXPENSE                           (317)                0
 TELEPHONE                                    6,069            13,248
 TRAVEL                                       4,365            34,699
 UTILITIES                                    4,350             1,255
                                            -------            ------
 TOTAL EXPENSES                             299,924           337,117
                                            -------            ------
 NET INCOME                               $(120,862)        $(329,168)
                                           =========         =========


<FN>
</TABLE>
<TABLE>
                          AMAZON NATURAL TREASURES, INC.
                       STATEMENT OF CASH FLOWS (UNAUDITED)
                FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997

                                          JUNE 30, 1998    JUNE 30, 1997
<S>                                       <C>              <C>
Cash Flows from Operating Activities
Net Income                                $ (120,862)       $ (329,168)
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating
Activities:
Accounts Receivable                              847                0
Stock Subscription Receivable                     0             2,000
Accum. Dep.-Furniture/Fixtures                    0             3,581
Accum. Dep.-Laboratory Equip.                     0            10,545
Accum. Dep.-Computer Equip                        0                24
Accum. Dep.-Automobiles                           0               506
Inventory                                      (213)                0
- -Bottled/Bagged                              (5,588)          (65,999)
- -Raw Materials                              (50,446)                0
- -Work in Progress                              (243)                0
- -Birds                                        1,200            (7,500)
- -Gems                                        35,649                 0
Notes Receivable                                  0           (14,250)
Prepaid Insurance                                 0            (7,765)
Accounts Payable                             42,212            36,062
FICA Payable                                  5,923             2,442
Federal Income Tax Withheld                   7,649               870
State Unemp. Tax Payable                     (2,138)              267
SIIS Payable                                   (463)               90
Fed. Unemp. Tax Payable                           0               (40)
Deposits-Layaway                                                5,000
Sales Tax Payable                                31                 0
Accounts Payable-Mike Sylver                  1,400                 0
Current Portion                             (15,000)                0
Loans Payable-Officers                       30,000                 0
Michael A. Sylver                           (17,400)           14,250
Benita Sylver                               (11,062)                1
Robert Qualey                                     0             1,142
Accrued Interest                                  0               784
Short Term Notes Payable                          0               400
ABRACEL                                           0               400
                                            --------          --------
Total Adjustments                            22,358            (2,187)
                                            --------          --------
Net Cash Provided by Operations             (98,504)         (331,355) 
                                           ---------          --------

Cash Flows from Investing Activities
Used For:
Employee Advances                              (700)                0
Office Furniture and Equipment               (2,083)          (16,810)
Laboratory Equipment                           (976)          (21,540)
Clean Room Equipment                        (86,300)          (39,095)
Accum. Dep. Clean Room Equipment                  0             3,921
Work in Progress                            (19,240)          (12,641)
Computer Equipment                          (12,676)             (218)
Automobiles                                       0            (7,590)
Licenses & Trademarks                             0            (3,595)
Logos, Trademarks, Etc.                           0           (25,000)
Refundable Deposits                         (79,846)          (37,215)
Other Organizational Costs                        0            (7,668)
Acc. Amort-Organizational Costs                   0               885
Suspense                                       (402)          (76,900)
                                            --------          --------
Net Cash Used in Investing                 (202,222)         (243,466)
                                           ---------          --------

Cash Flows from Financing Activities
Proceeds from:
Note Payable                                 29,500                 0
Common Stock                                    152             2,328
Additional Paid in Capital                  306,758         1,165,644
Used for:
Note Payable                                (11,791)          (29,352)
Common Stock                                    (13)             (730)
Additional Paid in Capital                 (128,475)         (462,137)
                                           ---------         ---------
Net Cash Used in Financing                  196,131           675,753
                                           ---------         ---------
Net Increase (Decrease) in Cash           $(104,595)         $100,932
                                           ========           =======
 
Summary
Cash Balance at End of Period             $  23,737          $102,322
Cash Balance at Beginning of Period        (128,332)           (1,390)
                                          ----------         ---------
Net Increase (Decrease) in Cash           $(104,595)         $100,932
                                           ========           =======

</TABLE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL STATEMENTS 

LIQUIDITY AND CAPITAL RESOURCES 

Since the reverse acquisition of Amazon Natural Treasures, Inc., (NV) the
Company has had limited operations and has made preparation to launch more
extensive operations in the near future. Currently, the Company's capital
resources are adequate for this purpose. To finance these activities the
Company is engaged in the private placement of securities.  The company has
sufficient capitol for the start of their Direct Marketing Program, which
will begin in the third quarter of 1998. 

RESULTS OF OPERATIONS 

The Company does have limited operations and costs attributed to development of
future operations. In the year-to-date ended June 30, 1997,the Company lost
$329,168. In the year-to-date June 30, 1998, the Company lost $120,862,
which is offset by assets in the amount of $1,421,053.

PLAN OF OPERATION 

Amazon Natural Treasures, Inc., a privately held Nevada Company. Amazon Natural
Treasures, Inc., is a multi-faceted company which is a Phytogenics  Health
Maintenance Company along with bringing the treasures of the Brazilian Amazon
Rain Forest to the rest of the world. They produce and distribute health
supplements derived from plants and related species for the cure and treatment
of human illnesses and disease. The Board of Directors feel this will offer
shareholders a viable business opportunity now and for the future. 

Amazon Natural Treasures, Inc. or A.N.T., as it is also known, was incorporated
in Nevada, during 1995.  It is a company with a unique mission.  To bring
the Amazon's naturally produced treasures, in their purest form, to the people
of the world.  To this end, A.N.T. has obtained the rights to export products
from the Amazon area to the United States, Canada and the rest of the world.
These products include: herbs, roots, plants and teas.  Along with these
products come their associated benefits.  A.N.T. also produces and exports a
bevy of additional product lines.

For many years people have looked for alternative treatments for their diseases
and maladies.  People all over the world have had unpleasant experiences with
modern (allopathic) medical treatments, that in many cases are made up of
man-made chemicals that produce unwanted, if not dangerous side effects.
Health food stores have made billions of dollars catering to this
ever-increasing segment of the population.  Many of their products are
beneficial, but far too many of them contain a small percentage (usually
under 10%) of there advertised ingredient(s).  Ninety percent is filler.  All
of Amazon Natural Treasures, Inc. Phytogenics  products are 100% pure and
natural without any fillers.  Our customers get the full potency of the product
they purchase and at competitive prices.  Key personnel have been actively
working in the research and development phase of our Phytogenics  products
since 1972.  In 1995 a decision was made to enter A.N.T. products into the
world market.  






Amazon Natural Treasures' business plan for the next twelve-(12) months
contemplates the utilization of an aggressive multi-dimensional marketing
campaign.  The company will use direct mail to qualified leads.  Also planned
is the placement of advertising in established and widely circulated
health-related, as well as general interest publications.  An "infomercial" is
planned to further disseminate information into the marketplace.  It is
anticipated this will result in strong revenue in the first quarter of 1998 and
increasing sales thereafter.  This assertive plan will be implemented at the
conclusion of the private placement offering.

The company contemplates entering into advertising contracts with magazines,
including but not limited to the following:

               Magazine            Circulation

               PREVENTION          3,000,000
               Rx REMEDY           1,500,000
               VITALITY            1,250,000
               HEALTH JOURNAL      1,200,000
               AMERICAN HEALTH     1,000,689

The plan is to place full-page ads, in those magazines eventually selected, at
a monthly cost of approximately Fifteen Thousand ($15,000.00) Dollars each.
We expect each magazine will run an article detailing the company and its
unique products. Most important, we expect the publications will provide a
list of their subscribers for follow-up direct mailing.

The acquisition of a total lead base of approximately seven million (7,000,000)
leads is envisioned through marketing with publications. An additional one
million (1,000,000) leads will be purchased from lead  based  companies.

Amazon Natural Treasures, Inc. will purchase leads of individuals who have
regularly purchased, at a minimum, two hundred fifty ($250) dollars worth of
health supplements per month for the last twelve (12) months. Amazon Natural
Treasures, Inc. has been informed that there are five million (5,000,000)
leads available. Utilizing magazines, "infomercials, " direct mail, and lead
based  companies, Amazon Natural Treasures, Inc. will continue to build their
lead base so that potential customers will number in the millions.

The company eventually plans to publish its own catalog/magazine. The cover will
feature a full color photograph of the Amazon Rain Forest with the company's
logo prominently displayed. Inside, there will be messages from the
principals of the company, a history of the rain forest, and a history of the
company. An explanation of the company's purpose and adoption of "phytogenics "
or the treatment of ailments through plants and other naturally occurring
products, will also be included.

The magazine will contain a chart consisting of possible symptoms/ailments
people may be suffering from and corresponding product(s) customers can
purchase for their treatment. Each product will be individually presented and
explained on its own page. The benefits of each product, how it works, and
how it should be used will be illustrated.

It is anticipated articles by respected researchers and medical professionals
will be included. These articles will correspond to the natural theme of the
company. There will be other attractions in the magazine for the consumer, such
as monthly pullout calendars and full-color pictures of the rain forest will
be featured. These photographs will be unique and collectable. To this end all
the photographs will be numbered and in a limited quantity.

Customer testimonials, with photographs, will be included each month. There will
be a "Letter to the Editor" selection each month with answers to customer's
questions.   Amazon Natural Treasures, Inc. is pleased to announce that the
construction of  the "WEBSITE OF THE FUTURE" is now well underway.  This
"WEBSITE OF THE FUTURE" will be a fully interactive internet website.  

It has been said that Amazon Natural Treasures, Inc.'s "WEBSITE OF THE FUTURE",
once fully implemented, will be a major contender for a variety of  awards
dealing with internet site and graphic designs.  Not only will the "WEBSITE OF
THE FUTURE"  be an immense educational source, but will also be a major
selling tool for all of Amazon Natural Treasures, Inc.'s unique PhytogenicTM 
products.  There are now over 127 spectacular PhytogenicTM  nutritional
supplements available from the Brazilian Amazon Rain Forest. Amazon Natural
Treasures, Inc. will continuously add new supplements to their product line.  
Precious stoned carved birds, figurines and top quality gemstones such as
rubies, emeralds, aquamarines, etc. will also be available for sale on the
"WEBSITE OF THE FUTURE".

We invite you to view our Website now as it is under construction at
WWW.AMAZON-TREASURES.COM.

The site can be expanded upon at any time, but initial development will include
the following attributes:

On Line Customer Service:  Customers will be able to ask for help on product
information, etc.  They will also be able to access this information either
via keyboard, voice or video conferencing depending on their computer
capabilities.

On Line Secure Ordering:  Customers can order products with "peace of mind"
that their credit cards will be safe using AT&T Buy/Safe secured ordering.
All orders will be processed for immediate shipment.

Order PhytogenicTM  Products on Line:  Customers can access Amazon Natural
Treasures PhytogenicTMproducts and ordering information in a variety of manners.

Ask the Indian:  Customers will be able to ask the Indian a specific question in
regards to their health or one of Amazon Natural Treasures 100% pure natural
PhytogenicTM  products either through use of their voice control or their
keyboard.  The Indian will answer them in his own voice while the text of his
speech is being printed on the screen  for easy downloading.

Product by Name:  When the customer is looking for a specific 100% pure and
natural Amazon Natural Treasures PhytogenicTM product, they can easily access
all the information on the product by double clicking on the name or by speaking
the name into their microphone.

Product by Product Number:  Many of our customers prefer to order or access
information on Amazon Natural Treasures 100% pure and natural PhytogenicTM
products by product number.  This is easily done by double clicking on the
product or by  speaking the product number into their microphone.
 
Ailments and Recommended Products:  For the customer who does not have a lot  of
time, they can easily access the products and ordering information on Amazon
Natural Treasures 100% pure and natural PhytogenicTM products by double clicking
on their ailment or by speaking their ailment into their microphone.  The
recommended 100%  pure and natural PhytogenicTM product will then immediately
pop-up onto the screen.

Specialty Listing:  This list of Amazon Natural Treasures 100% pure and natural
PhytogenicTM products is for customer's specialized needs.  Here, they will
find products for specialized needs such as aphrodisiacs, antacids,
antidepressants, anti-inflammatories, antioxidants, antiseptics, estrogens,
finger nail hardener, hair and skin formulas, premature aging, skin wrinkles,
tranquilizers and many more.  When the customer has located their specific
specialized need, they can easily access the information by double clicking
on the specialized need or by speaking the name of the specialized need into
the microphone.  The complete listing of all the products for that
particular specialized need will pop-up onto the screen.  By the saying the name
of a particular product, the customer can either access the information via
voice or via text.

See Your Order on Line:  Through video conferencing, the customer will be
able to actually see all the products, the precious and semi-precious stone
birds, and stone figurines.  The customer will be able to pick and choose the
color, size, shape, type, etc. while talking on line with one of our
certified gemologists before their purchase.

Ordering Through Video Conferencing:  Through video conferencing, the customer
will be able to pick and choose the actual gem stone by color, size, weight
and quality.

Discussion Forums:  Customers will be able to check on line for times and dates
when noted doctors from Amazon Natural Treasures medical advisory board will
be on line ready to answer their questions about their medical queries or our 
PhytogenicTM products.    The noted professionals will be viewed by the customer
via video conferencing.

Customer Interacting:  24 hours a day, customers will be able to log onto the
interactive discussion group.  Here, customers will be able to compare notes,
discuss the merits of Amazon Natural Treasures' products either through the
keyboard or their voice pad.  This will all be integrated through Amazon
Natural Treasures' own in-house server.

Real Time Audio and Video:  Amazon Natural Treasures "state of the art"  website
will feature the latest technology available on the Internet utilizing  "Real
Player Plus" and  "MegaPeg" for the ultimate in on line communication.

On Line Multi-Media:  The website will feature a vast array of "one of a kind"
photographs of the Brazilian Amazon Rain Forest.  Our photographs will be
accompanied by a cover story and can easily be down loaded.

The art gallery will also include spectacular photographs of thousands of "one
of a kind" Indian artifacts.  The sub text will explain their origins, uses,
and  tribes in which they originated from.  These artifacts may personally be
viewed at Amazon Natural Treasures retail store showroom and museum located
in Las Vegas, Nevada.

You will also be able to listen to the sounds of the jungle in beautiful hi-fi
stereo via real audio that is available for free  downloading.

Investors Corner:  Here, visitors to the "Website of the Future" will be able
to  follow the latest stock quotes, retrieve fundamental financial
information, read press releases, and can also link to other sites for on line
stock transactions.

E-Mail:   With just one click of the mouse, customers will have the ability to
send us standard keyboard or voice E-Mail which will be answered immediately
24 hours a day!

Screen Savers:  Visitors to the Amazon "state of the art" website will have the
ability to download the most exquisite, never seen before, screen savers. 
Some of which will include live action along with its own audio.

Amazon Natural Treasures plans to harness the expansive growth and interest of
the Internet worldwide and plans to use its website as a major revenue
producer for the sale of the company's products.  The company anticipates the
website to generate hundreds of millions of dollars in revenue annually.

It has been proven that the excitement of the Internet, properly promoted, can
be a tremendous tool for stock market relations, broker dealers, and
underwriters.   There are many companies that just utilize the Internet for
their total sales and have based their initial public offerings around the
sale of their products on the Internet. 

We, at Amazon Natural Treasures, plan to take this one step further by
utilizing the immense power of the Internet as a sales tool along with the
direct marketing  catalog sales and magazine advertising campaign to capture
all spectrums of the over one hundred billion dollar annual consumer market
for these products.  This may also be the basis for a future public offering
that will no doubt bring broker dealer and underwriter enthusiasm and support.

The benefit and effectiveness of our products have been demonstrated, throughout
the ages, by people who continue to use them.  The inhabitants of the Amazon,
as well as many others have taken the products for their ailments and
achieved astonishing results.

Amazon Natural Treasures, Inc. can be characterized as a leader in bringing to
the world Phytogenic  products.  The company believes in complete control
from the harvesting of the products through sale to the end user.  Only through
this business principle (vertical integration) can high quality standards be
controlled and enforced.

Sales will be obtained through the introduction of other Amazon products from
the Brazilian Amazon rain forest such as sports drinks, soft drinks, a 100%
natural sweetener, teeth whiting chewing gum, aids preventive cream as well as
rare earth elements.  Those additional products will include hand-carved
items made from gems, found in the Amazon, for which the company has obtained
exportation rights. Typically, these products will involve carvings of birds
found in the Amazon and can consist of: tanzanite, peridot, lolite, garnet,
citrine, aquamarine or amethyst.  The birds will be accompanied with
certified appraisals of their value.  It is anticipated these birds also can
be sold in the catalog.

The company is presently operating at 4011 West Oquendo Road, Suite C, Las
Vegas, Nevada 89118 (Corporate Offices); 3977 West Oquendo Road, Suite C, Las
Vegas, Nevada 89118 (Investor Relations); 6435 South Valley View Boulevard,
Suite G, Las Vegas, Nevada 89118 (Distribution Center); Rua Dona Cesaria
Fagundes, 209 Vila Mariana Sao Paulo/ SP-Brasil CEP 04054-030; Rua Belem,
1036 Facing Rue Recife, Andrianopolis, Manaus Brazil; 470 North Rivermeade
Drive, Unit #7, Concord, Ontario, Canada L4K3R8.

The anticipate demand, in the North American market, is expected to be
particularly strong.  Evidenced by the fact that even though A.N.T. has
recently commenced importing these products, and has yet to commence an official
marketing campaign, "word-of-mouth" has already created a positive reaction,
which has required the ordering of addition products.

Once it is felt the North American market is being fully maximized, the company
will look to international markets for expansion. The company has established
important relationships with officials of the Government of Brazil. These
officials have expressed an interest in establishing a museum, dedicated to
the Amazon area, in Las Vegas, Nevada. They feel Las Vegas is an ideal location
to promote the Amazon and its many assets due to the high number of visitors
from throughout the world. This would be a joint venture between Amazon Natural
Treasures, the Brazilian government, State of Nevada, and local authorities.
Amazon Natural Treasures would be responsible for the day to day management.
This project should give our company world-wide exposure and, it is hoped,
provide the momentum for a weekly spin-off of a television series dedicated
to the 2,700,000 square miles of the Brazilian rain forest.

The company has negotiated a favorable price schedule for the harvesting of
their products; this should allow for a strong profit margin on sales.  In
turn, it should result in a healthy bottom line for the company.

The company will offer monthly specials so customers can take advantage of by
sending in coupons throughout the catalog/magazine. Order forms will be
included throughout the catalog/magazine.  Customers will be able to place their
orders by e-mail, u.s. mail ortelephone.  Amazon Natural Treasures will accepts
checks, money orders, ATM or Debit cards, and all major credit cards.  There
will be a shipping and handling charge added to all orders.

It is anticipated, at some point, circulation of Amazon Natural Treasures'
catalog/magazine will reach significant numbers of people. At that time,
advertising space will be sold to health-related, but noncompeting, companies
for their products.  The revenue generated will offset the costs associated with
the catalog/magazine.

Amazon Natural Treasures is poised to enter and capture a segment of the
multi-billion dollar market in health supplements and create a new market
nitch for the rest of their unique product lines. 


PART II - OTHER INFORMATION 


ITEM 1.  LEGAL PROCEEDINGS 

     None; not applicable. 


ITEM 2.  CHANGES IN SECURITIES 

     None; not applicable. 


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES 

     None; not applicable. 


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 

     None; not applicable. 


ITEM 5.  OTHER INFORMATION 

     None; not applicable. 


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K 

     (A)  Exhibits 

       None. 


                               SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this to be signed on its behalf by the undersigned
thereunto duly authorized. 



                     AMAZON NATURAL TREASURES, INC.



Date:     12/02/98                 By: MICHAEL A. SYLVER
      __________________________       ___________________________________ 
                                       Michael Sylver, President & Chief
                                       Financial Officer 


Date:         12/02/98             By: DOMINGOS LORICCHIO II
       _________________________       ___________________________________ 
                                       Domingos Loricchio II
                                       Secretary/Treasurer




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