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
 SEPTEMBER 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. 





                          September 30, 1998

                     Common Voting Stock 65,817,615

On November 10, 1998, the Company cancelled the following shares of Common 
issued to the Principals (and related parties) and exchanged them for preferred
voting only shares:

Name                                          Number of Shares Exchanged
Michael A. Sylver                                   17,169,813
Gary Sylver                                          1,999,000
Morris Sylver                                       10,000,000
Darral Sylver                                          152,000
Phillip Sylver                                         152,000
Robert S. Qualey                                     5,222,000
Domingos Loricchio                                   7,110,000
Domingos Loricchio Jr.                               5,500,000
Denise Loricchio                                     3,000,000
Roc and Sherri Pucci JT Ten                          1,814,300
Allan Sylver                                           305,000
Benita Sylver                                          371,000
                                                    ----------
Total Shares Exchanged                              52,795,113

The aforementioned common shares were cancelled in exchange for preferred
voting only shares for the reason that the Principals of the Corporation,
as previously arranged in early 1998, wished to decrease the number of 
outstanding common shares seeing that the Principals have no intention of 
selling any of their shares.

The deduction of these 52,795,113 from the total outstanding shares leaves a
total of outstanding common stock at 13,022,502.

The Company has initiated legal action in the federal courts in the seeking
the cancellation of another 9,740,000 shares of common stock.

                     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)
                            SEPTEMBER 30, 1998
<CAPTION>

                                                    SEPTEMBER 30, 1998
<S>                                                 <C>
                                     ASSETS
CURRENT ASSETS
   CASH IN BANK                                     $  70,899
   CANADIAN BANK ACCOUNT                                2,100
   PETTY CASH                                            (500)
   CASH IN BANK                                       (15,443)
   CHECKING-US SAVINGS BANK                           (11,472)
   ACCOUNTS RECEIVABLE                                   (123)
   STOCK SUBSCRIPTION RECEIVABLE                       (2,000)
   INVENTORY                                           (5,282)
   BOTTLED/BAGGED                                     104,058
   RAW MATERIALS                                      231,724
   BIRDS                                               49,061
   WORK IN PROGRESS                                    29,997
   GEMS                                               (21,124)
   INTERCOMPANY TRANSFERS                                  40
   PREPAID INSURANCE                                   10,414
                                                      -------
   TOTAL CURRENT ASSETS                                         $442,348

PROPERTY AND EQUIPMENT
   OFFICE FURNITURE AND EQUIPMENT                    $ 87,426
   ACCUM. DEP.-FURNITURE/FIXTURES                      (9,779)
   LABORATORY EQUIPMENT                                38,716
   ACCUM. DEP.-LABORATORY EQUIPMENT                   (14,764)
   CLEAN ROOM EQUIPMENT                               252,085
   ACCUM. DEP.-CLEAN ROOM EQUIP.                      (34,261)
   WAREHOUSE EQUIPMENT                                102,312
   ACCUM. DEP.-WAREHOUSE EQUIP.                       (13,121)
   COMPUTER EQUIPMENT                                  94,203
   ACCUM. DEP. COMPUTER EQUIP                          (3,991)
   AUTOMOBILES                                         29,061
   ACCUM. DEP AUTOMOBILES                              (2,052)
   PORTABLE CLEAN ROOMS                               129,612
   LOGOS, TRADEMARKS, ETC.                            125,000
                                                      -------
   TOTAL PROPERTY AND EQUIPMENT                                 $780,447

OTHER ASSETS
   EMPLOYEE ADVANCES                                    1,206
   RELATED PARTY RECEIVABLES                           62,443
   INVENTORY OVERHEAD APPLIED                          69,354
   WORK IN PROGRESS                                    37,082
   LICENSES & TRADEMARKS                                5,000
   ACCUM. AMORT. - LICENSES                            (2,000)
   REFUNDABLE DEPOSITS                                185,423
   OTHER ORGANIZATIONAL COSTS                          58,855
   ACC. AMORT.-ORGANIZATIONAL COSTS                   (17,209)
   SUSPENSE                                            13,911
                                                      -------
   TOTAL OTHER ASSETS                                           $414,066

   TOTAL ASSETS                                                $1,636,860
                                                               ----------
                                                               ----------


                             LIABILITIES AND CAPITAL

CURRENT LIABILITES
   PREPAID LEGAL FEES                               $  (3,000)
   ACCOUNTS PAYABLE                                   309,398
   FICA PAYABLE                                        12,090
   FEDERAL INCOME TAX WITHHELD                         13,164
   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                                   10,110
   ACCOUNTS PAYABLE-MIKE SYLVER                       109,159
   ACCOUNTS PAYABLE-TCI                                21,599
   ACCOUNTS PAYABLE-DR LORICCHIO                       10,000
   CURRENT PORTION                                    (23,536)
   LONG TERM PORTION                                   17,483
   LESS CURRENT UNAMORT. DISC.                         (2,437)
   LESS UNAMORTIZED DISCOUNT                           (4,194)
   LOANS PAYABLE-OFFICERS                              30,000
   MICHAEL A. SYLVER                                  (38,500)
   BENITA SYLVER                                       (9,163)
   ROBERT QUALEY                                        1,142
   ABRACEL                                             10,648
   GARY SYLVER                                          8,052
                                                      -------
   TOTAL CURRENT LIABILITIES                                    $485,700

LONG-TERM LIABILITIES
   NOTE PAYABLE                                        36,443
                                                       ------
   TOTAL LONG-TERM LIABILITIES                                 $ 36,443

   TOTAL LIABILITIES                                           $522,143

CAPITAL
   COMMON STOCK                                     $    31,743
   RETAINED EARNINGS                                 (8,830,152)
   ADDITIONAL PAID IN CAPITAL                         9,955,678
   NET INCOME                                           (42,551)
                                                     ----------
   TOTAL CAPITAL                                                $1,114,717
                                                                 ---------
   TOTAL LIABILITIES AND CAPITAL                                $1,636,860
                                                                 ---------
                                                                 ---------
<FN>
</TABLE>
<TABLE>
                     AMAZON NATURAL TREASURES, INC.
                     INCOME STATEMENTS (UNAUDITED)
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
<CAPTION>
                                             NINE MONTHS ENDED
                                  SEPTEMBER 30, 1998       SEPTEMBER 30, 1997
<S>                               <C>                      <C>
REVENUES
 SALES                             $    536,582            $  30,770
 DAMAGE CLAIMS                              995                    0
 INTEREST INCOME                            400                1,716
 DISCOUNTS & GIFT CERTIFICATES          (46,426)                   0
 MISCELLANEOUS INCOME                       111                    0
                                        --------              -------
 TOTAL REVENUES                          491,662               32,487 
                                        --------              -------

 COST OF SALES
 PURCHASES                                 2,287                8,507
 PROCESSING COSTS                            135                1,311
 FREIGHT-IN                                2,093                  720
 SHIPPING EXPENSE                          7,112               10,795
 COMMISSIONS                                   0                  175
                                          ------               ------
 TOTAL COST OF SALES                      11,627               21,509
                                          ------               ------
 GROSS PROFIT                            480,035               10,978
                                         -------               ------
EXPENSES
 ACCOUNTING SERVICES-OUTSIDE              44,598               30,275
 ADVERTISING                                   0                8,955
 AMORTIZATION                                  0               18,828
 APARTMENT LEASES-CORPORATE                6,985               13,742
 AUTO & TRUCK                              2,824                6,234
 AUTO LEASE                                6,687               19,227
 BANK CHARGES                              3,256                  813
 BANK CHARGES-CREDIT CARDS                   445                1,008
 CASUAL LABOR                              4,096               15,493 
 COMMISSIONS                              24,001                    0
 COMPUTER EXPENSE                          7,714                    0
 CONSULTING FEES                          85,260               85,004
 DEPRECIATION                                  0               47,858
 DONATIONS                                     0                  500
 DUES & SUBSCRIPTIONS                      3,200                4,223
 ENTERTAINMENT                               425                6,168
 EQUIPMENT RENTAL                          1,509                3,623
 FURNITURE LEASE                             406                1,118
 INSURANCE-GROUP                          14,184                4,229
 INSURANCE-GENERAL                         9,918               11,864
 INTEREST                                      0                7,254
 JANITORIAL                                    0                  737
 LEGAL                                    29,041               40,399
 LICENSES & TAXES                          2,595                3,014
 MISCELLANEOUS                             6,022                  146  
 MOVING EXPENSES                             460                  240
 NEVADA BUSINESS TAX                           0                1,257
 LABORATORY SUPPLIES                           0                2,311
 CLEAN ROOM SUPPLIES                       3,801                3,774
 WAREHOUSE SUPPLIES                           98                4,149
 PLUMBING SUPPLIES                           360                    0
 OFFICE EXPENSES                           4,876               20,368
 RESEARCH & DEVELOPMENT                      428                5,704
 PENALTIES                                     0                   21
 POSTAGE                                   1,592                4,646
 PROFESSIONAL SERVICES                     6,150               11,639
 PROMOTIONAL                                   0               39,535
 PROXY SERVICE                             9,991                    0
 PRINTING                                      0                  609
 RENT                                      1,100                    0
 RENT-LAS VEGAS OFFICE                    58,223               27,125
 RENT-AMAZON                                   0                1,971
 REPAIRS & MAINTENANCE                     1,156                3,701
 SALARIES & WAGES                        145,529               83,257
 SECURITY EXPENSE                            583                    0
 FICA EXPENSE                                841                8,223
 ST. UNEMP. SUI                                0                2,258
 FEDERAL UNEMPLOYMENT INSUR                    0                  496
 STATE INDUSTRIAL INS. SYSTEM                  0                  454
 PAYROLL TAX EXPENSE                        (317)                 397
 TAXES-CORPORATE                               0                  162
 TELEPHONE                                23,646               34,868
 TRAVEL                                    5,275               72,889
 UTILITIES                                 5,628                3,319
                                         -------               ------
 TOTAL EXPENSES                          522,586              664,083
                                         -------               ------
 NET INCOME                            $( 42,551)           $(653,104)
                                        =========            =========


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

                                      SEPTEMBER 30, 1998  SEPTEMBER 30, 1997
<S>                                   <C>                 <C>
Cash Flows from Operating Activities
Net Income                              $ (42,551)       $ (653,104)
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating
Activities:
Accounts Receivable                           123                 0
Stock Subscription Receivable               2,000             2,000
Accum. Dep.-Furniture/Fixtures                  0            12,307
Accum. Dep.-Laboratory Equip.                   0            13,636
Accum. Dep.-Warehouse Equip.                    0            12,373
Accum. Dep.-Computer Equip                      0             2,486
Accum. Dep.-Automobiles                         0             1,012
Inventory                                   5,282                 0
- -Bottled/Bagged                            (6,923)         (107,733)
- -Raw Materials                            (85,161)         ( 21,146)
- -Work in Progress                          (9,622)                0
- -Birds                                     (8,800)          (30,316)
- -Gems                                      35,649                 0
Intercompany Transfers                        (40)                0
Notes Receivable                                0           (14,250)
Prepaid Insurance                               0            (5,838)
Accounts Payable                          101,383            86,255
FICA Payable                                9,206             1,193
Federal Income Tax Withheld                11,258              (318)
State Unemp. Tax Payable                   (2,138)            1,415
SIIS Payable                                 (463)              364
Fed. Unemp. Tax Payable                         0               455
Deposits-Layaway                                0            (5,000)
Sales Tax Payable                             110            10,000
Nevada Business Tax                             0               397
Accounts Payable-Mike Sylver                1,400           107,759
Accounts Payable-TCI                            0             8,599
Current Portion                           (28,000)            4,464
Long Term Portion                               0            17,855
Less Current Unamort Disc.                      0            (2,437)
Less Unamortized Discount                       0            (4,882)
Loans Payable-Officers                     30,000                 0
Michael A. Sylver                         (42,300)           10,300
Benita Sylver                             (15,163)               (1)
Accrued Interest                                0            (1,475)
Short Term Notes Payable                        0              (400)
ABRACEL                                         0            10,248
                                         --------          --------
Total Adjustments                          (2,199)          109,323
                                         --------          --------
Net Cash Provided by Operations           (44,750)         (543,782) 
                                        ---------          --------

Cash Flows from Investing Activities
Used For:
Employee Advances                            (700)           (2,875) 
Office Furniture and Equipment             (5,044)          (88,776)
Laboratory Equipment                       (1,276)          (36,262)
Clean Room Equipment                      (86,479)         (141,390)
Accum. Dep. Clean Room Equipment                0            (4,110)
Work in Progress                          (37,082)         (151,828)
Warehouse Equipment                          (452)         (115,562)
Computer Equipment                        (70,676)          (24,586)
Automobiles                               (11,471)          (22,590)
Leasehold Improvements                          0              (256)
Logos, Trademarks, Etc.                         0          (125,000)
Refundable Deposits                      (117,229)          (52,215)
Other Organizational Costs                      0           (57,668)
Suspense                                  (17,077)           (4,241)
                                         --------          --------
Net Cash Used in Investing               (347,485)         (827,359)
                                        ---------          --------

Cash Flows from Financing Activities
Proceeds from:
Note Payable                                 29,500            72,319
Common Stock                                    209            24,075
Additional Paid in Capital                  424,706         2,479,166
Used for:
Note Payable                                (15,166)         (112,319)
Common Stock                                    (13)             (730)
Additional Paid in Capital                 (129,749)         (929,074)
                                           ---------         ---------
Net Cash Used in Financing                  309,487         1,533,438
                                           ---------         ---------
Net Increase (Decrease) in Cash           $ (82,749)       $  162,298
                                           ========           =======
Summary
Cash Balance at End of Period             $  45,584          $163,688
Cash Balance at Beginning of Period        (128,332)           (1,390)
                                          ----------         ---------
Net Increase (Decrease) in Cash           $( 82,749)         $162,298
                                           ========           =======

</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 September 30, 1997,the Company
lost $653,104. In the year-to-date September 30, 1998, the Company lost
$42,551, which is offset by assets in the amount of $1,636,860.

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.

Touch of Nature (TM), Product No. AR124:
- ---------------------------------------

Touch of Nature (TM) is a 100% pure natural product derived from the sap and 
leaves of a small tree found in the Brazilian Amazon Rainforest. This variety
of tree has been named "Natures Taste" by one of the Company's founders, Dr.
Domingos Loricchio. The sap, necessary for the product, is extracted from the
Natures Taste tree in much the same manner as maple sap is obtained from 
maple trees in the United States and Canada. The leaves are then crushed to 
extract essential ingredients which are combined with the sap in a process 
which ultimately results in the wonderful product. Touch of Nature (TM) has 
characteristics which allow it to be used in the same application as sugar
(saccharose or sucrose).

The Nutritional Facts analysis found that "Touch of Nature (TM)" per serving
has 0 fat, 0 cholesterol, 0 sodium, 0 carbohydrates and 0 protein. It also
leaves no after taste as do some synthetic sweeteners, is also non-fermentable,
yet is equal or better in taste than cane sugar. "Touch of Nature (TM)"
possesses natural properties that permit its use and an ideal sugar substitute
for calorie restricted diets or for those suffering with diabetes.

As a result, "Touch of Nature (TM)" may have application in treatment
programs for all forms of diabetes. This product is a delightfully surprising
alternative for those individuals who prefer not to use regular sugar or do
not wish to use artificial sweeteners. These qualities allow for its use as a
sugar substitute in all drinks, hot or cold, as well as your favorite cooking 
recipes.

Amazon Natural Treasures, Inc. is actively and aggressively opening new sales
markets through retail distribution of Touch of Nature (TM) in health food
stores throughout the country. It is the Company's goal to actively solicit
not less than 1,000 stores to retail this product prior to the end of
September 1998. New retail stores are being added on a daily basis.

Based on each store selling 50 bottles per month, the estimated gross revenue
per year initially is estimated at $2,700,000. 

The Company has chosen five of the best moving and most popular dietary 
supplements recognized throughout the United States which are:

                  Product Number               Product Name
                  --------------               ------------ 
                  AW004PA                       Zuedon
                  AW0043PR                      Pau D'Arco
                  AW0072PA                      Una de Gato
                  AD0100PA                      Akana
                  AD0127PA                      Super Amazon Guarana

The products will also be sold in our 1,000 store retail base.

Based on each store selling 100 bottles per month, the estimated gross revenue
per year initially is estimated at $18,000,000.

The Company has finalized a brokerage agreement with SGN Sales who will then 
be selling our product, Touch of Nature (TM), to major distributors such as:

       Mountain People
       Nature's Best
       Tree of Life West

       The following are a few major retailers:

       Whole Foods          Wild Oats
       Trader Joes          Larry's
       Thri       Food for Thought     Food Conspiracy
       Rainbow Grocery      PCC

HairLife (TM) - Scalp Enhancement System (TM):
- ---------------------------------------------

The Company has begun sales and marketing of HairLife (TM) Scalp Enhancement
System (TM).

HairLife(TM)'s unique properties work gradually and continuously on the scalp
providing a stimulating topical action due to its Phytogenic (TM) ingredients.

Initially, HairLife (TM) stimulates scalp pore activity allowing the product
to penetrate deep into the capillary bulbs supplying fast acting nutrients and
unique cellular stimulants that gradually induce the cells to regenerate and 
restart their biological function. As an added bonus, HairLife (TM) delivers
fast absorbing nutrients that restore dry and damaged hair.

The miraculous properties of HairLife (TM) retards hair loss that is either
due to heredity or other causes such as nutritional deficiencies and 
allopathic prescription medication side effects. Once the HairLife (TM) Scalp
Enhancement System (TM) is administered, a reduction in hair loss can be 
noticed in as little as four to six (4-6) weeks while the actual hair re-growth
process generally starts in a timeframe of sixty to ninety (60-90) days.

At the beginning stages, the new hair that will grow as a direct result of the
administration of HairLife (TM) on the scalp will grow at a lesser rate.
(Approximately half (1/2) that of normal growing rate).

HairLife (TM) has been used and tested in Brazil with remarkable results 
stemming over a twenty-two (22) year period. At this time, Amazon Natural 
Treaures, Inc. is pleased to be able to bring this Brazilian Amazon wonder 
hair growth product to receding hair and balding scalps worldwide!

Based on representations made at a presentation by the Company at the 1998
Barbers Convention held in Las Vegas, Nevada and based on 2,500 barbers selling
6 units per month, the estimated gross revenue per year initially is estimated
at $8,100,000.

The Company is actively and aggressively engaged in a strategic program to 
eliminate the illegal shorting of their stock which will allow the Company to,
once again, fulfill their $5,000,000 private placement. This will allow the 
Company to continue with its catalog sales and marketing program. Once 
implemented, the gross revenue based on industry sales figures will be an
estimated $195,000,000 per annum to start.

The Company also has other products ready for marketing. The kick-off date for
these new products is set at a very strategic timeline. The first of these 
products to be marketed to the public is:

    a)  TOUCH OF NATURE CHEWING GUM: Touch of Nature Chewing Gum contains no
        sugar because it is sweetened with TOUCH OF NATURE SWEETENER. It has
        zero calories, no cholesterol, no carbohydrates, no fat, 
        non-fermentable, completely safe for diabetics, has NO AFTER TASTE, 
        and comes in a variety of flavors. It has no harmful side effects as
        some chewing gum on the market today that contain chemicals such as
        Phenylalanine or Calcium Saccharin, which has been determined to cause
        cancer in laboratory animals.

        TOUCH OF NATURE CHEWING GUM is like no other chewing gum you've ever
        chewed before because it:

        -  Will start to whiten your teeth within three minutes of chewing 
           without bleaching or without any harmful effects to the teeth and
           gums.
        -  Can be used instead of brushing along with a regular flossing 
           regiment.
        -  Prevents cavities.
        -  Improves resistance of the gums to bacteria and diseases.
        -  Kills germs and freshens your breath while chewing.
        -  Is fortified with Vitamin C with all natural Amazon Rain Forest 
           Phytogenics.
        -  Keeps its flavor after most gums have quit, and remains soft.
        -  Will not stick to dentures or dental work.

    b)  SPORTS DRINK: There is a fruit that grows underneath the Amazon waters
        (in the river). This fruit is the worlds greatest source of pure 
        energy and vitamin C. The molecular size of the pulp of the fruit is 
        so small that it is the only pure vitamin C and energy that is absorbed
        through the intestines, but through the wall of the stomach.

        We make it complete with 100% natural fruit juices - no artificial
        flavors through a patented process called plasma water. Our own, Dr.
        Loricchio is able to change the molecular structure of water to do an
        extraction on fruit to basically get out 100% of the essence (let's 
        say strawberries) so we can transfer that essence into our "sports"
        drink. 

    c)  FLAVORED TOUCH OF NATURE: Such as Cappuccino an Hot Chocolate plus
        many more new products that cannot be divulged at this time.

The aforementioned along with many new and unique advertising marketing tools
and products will be set for dissemination in the up-coming months. The 
Company's management believes that this will create an extaordinary revenue
stream which will in turn make Amazon Natural Treasures, Inc. a viable entity
while successfully building stockholders equity. 

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
niche 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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