AMAZON HERB CO, 424B3, 1998-12-23

AMAZON HERB CO
424B3, 1998-12-23
MEDICINAL CHEMICALS & BOTANICAL PRODUCTS

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[AMAZON HERB LOGO]

UP TO 380,000 SHARES OF COMMON STOCK

AMAZON HERB COMPANY

RAINFOREST BIO-ENERGETICS/registered trademark/
----------------
The Company is offering up to 380,000 shares of Common Stock of Amazon
Herb Company (the "Common Stock"). See "Description of Securities."

The minimum offering by the Company will be 275,000 shares of Common Stock
($1,512,500) and the maximum offering will be 380,000 shares of Common Stock
($2,090,000). The Common Stock is offered on a "best efforts, all or none"
basis with respect to the minimum number of shares of Common Stock offered
hereby, and on a "best efforts" basis with respect to sales of shares of Common
Stock thereafter up to the maximum number of shares of Common Stock being
offered. Pending the payment for not less than 275,000 shares of Common Stock,
all proceeds of this offering will be deposited in an escrow account at State
Street Bank and Trust Company, N.A. (the "Escrow Agent").

The Company reserves the right to use selling agents. No underwriting
discounts, commissions or expenses are payable or applicable in connection with
the sale of the Shares. Persons who wish to purchase Shares in this offering
must submit a Share Purchase Agreement, attached hereto as Appendix A, together
with the required payment, to the Escrow Agent. The minimum subscription is 25
Shares. See Plan of Distribution. THE COMPANY IS OFFERING INCENTIVES FOR (i)
PURCHASE OF AT LEAST 500 SHARES AND (ii) VOLUME DISCOUNTS FOR PURCHASE OF
CERTAIN QUANTITIES OF SHARES. SEE "PLAN OF DISTRIBUTION."

An electronic format of this Prospectus is available on the Company's
Internet World Wide Web Site at http:/www.amazonherb.com.

There has been no public market for any securities of the Company prior to
this offering, and there can be no assurance that a public market will develop
by reason of this offering. If such a market should develop, there is no
assurance that it will be sustained, or that it will develop into a market
greater than a limited market. See "Risk Factors."

The initial public offering price for the Common Stock has been determined
solely by the Company, and does not necessarily bear any direct relationship to
the Company's assets, operations, book or other established criteria of value.
See "Risk Factors" and "Dilution."
----------------
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE
SUBSTANTIAL DILUTION FROM THE OFFERING PRICE. SEE "RISK FACTORS" AND
"DILUTION." THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

================================================================================
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1)(3) COMMISSIONS COMPANY(2)(3)
- --------------------------------------------------------------------------------

<S> <C> <C> <C>
Per Share ............. $ 5.50 $-0- $ 5.50
- --------------------------------------------------------------------------------
Total Minimum ......... $1,512,500 $-0- $1,512,500
- --------------------------------------------------------------------------------
Total Maximum ......... $2,090,000 $-0- $2,090,000
================================================================================
</TABLE>
(1) Common Stock is being offered for sale at $5.50 per share. Payment in full
for the shares is due upon subscription. Common Stock purchase funds will
initially be held in an interest bearing escrow account at State Street
Bank and Trust Company, N.A. This offering will terminate on or before a
date 90 days from the date of this Prospectus unless the maximum amount of
shares of Common Stock offered hereby is sold prior to such date, or unless
this offering is otherwise extended in the discretion of the Company for a
period not to exceed 90 days. When subscriptions for the minimum amount of
shares of Common Stock offered hereby have been received and accepted by
the Company, such funds will be released from escrow to the Company, and
investors whose subscriptions for shares of Common Stock have been accepted
by the Company will be issued Common Stock evidencing the number of shares
of Common Stock acquired, and the initial escrow will close. See "Common
Stock Purchase Information" and "Plan of Distribution."
(2) Proceeds to the Company are calculated before the deduction of expenses in
connection with this offering and payable by the Company, which are
estimated to be $180,000 if the minimum number of shares of Common Stock
offered hereby are sold, and $195,000 if the maximum number of shares of
Common Stock offered hereby are sold, and include filing, legal,
accounting, printing and other miscellaneous fees.

(3) The price and proceeds amounts in the table assume that no shares are sold
at a discount based on volume purchases. Discounts for volume purchases
start at 3% for the purchase of 2,000 shares and range up to 13% for the
purchase of 100,000 shares or more. The price and offering proceeds to the
Company will be less than indicated in the table, if securities are sold at
a discount.

Rainforest Bio-Energetics/registered trademark/ is a trademark of the Company.
----------------
The offering of the Common Stock hereunder will terminate not later than
March 29, 1999 (the "Termination Date"), provided that, in the sole discretion
of the Company, the offering period may be extended for an additional period not
to exceed 90 days. The Company has entered into an escrow agreement with State
Street Bank and Trust Company, N.A., to hold any proceeds from this offering in
an interest bearing escrow account subject to certain terms and conditions. If
subscriptions for all of the Common Stock offered hereby have not been received
and accepted by the Company by the Termination Date, no Common Stock will be
sold, and all funds held in escrow will be returned promptly to investors along
with any interest accrued thereon. See "Plan of Distribution."

THE DATE OF THIS PROSPECTUS IS DECEMBER 18, 1998
<PAGE>

(INSIDE FRONT COVER)

(Appearing on the inside front cover of the Prospectus will be color
pictures of the products manufactured and distributed by the Company, each as
it appeared on September , 1998.)

<PAGE>

PROSPECTUS SUMMARY

This Prospectus contains forward-looking statements which involve risks
and uncertainties. The Company's actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors including those set forth under "Risk Factors" and elsewhere in this
Prospectus. The following information is selective and qualified in its
entirety by the detailed information (including financial information and notes
thereto) appearing elsewhere in this Prospectus. This summary of certain
provisions of the Prospectus is intended only for convenient reference and does
not purport to be complete. The entire Prospectus should be read and carefully
considered by prospective investors before making a decision to purchase Common
Stock. Except as set forth in the Company's financial statements or as
otherwise indicated herein, all information in this Prospectus has been
adjusted to reflect the 1-for-2.5 reverse stock split of the Company's Common
Stock effected on May 1, 1998.

COMMON STOCK PURCHASE INFORMATION

Subscribers purchasing shares of Common Stock should make checks payable
to "State Street Bank and Trust Company, N.A. as Escrow Agent for Amazon Herb
Company". Subscribers must complete a Subscription Agreement in the form
attached as Appendix A to this Prospectus. For convenience, an actual
Subscription Agreement has been included with this Prospectus. Additional
copies of the Subscription Agreement may be obtained by writing or calling or
faxing the Company at its executive office: 1002 Jupiter Park Lane, Jupiter,
Florida, 33458, Attn: Shareholder Relations Coordinator, telephone (561)
575-7663 and facsimile (561) 575-7935. All checks and Subscription Agreements
should be forwarded to the Escrow Agent.

THE COMPANY

Amazon Herb Company, a Florida corporation, was incorporated on June 6,
1990. The Company is authorized to issue two classes of capital stock, which
are Common Stock and Preferred Stock. The total authorized Common Stock of the
Company is 8,000,000 shares, $.01 par value. The total authorized Preferred
Stock of the Company is 2,000,000 shares, $1.00 par value. The Company's
principal executive offices are located at 1002 Jupiter Park Lane, Jupiter,
Florida, 33458; and its telephone number is (561) 575-7663.

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk. There can be no assurance that the Company will have
substantial product sales or revenues or that it will be able to sell its
products at a profit. Other risk factors include the Company's reliance on
third-party producers and the Company's reliance on independent distributors
and wholesalers for product sales. See "Risk Factors."

THE OFFERING

<TABLE>
<S> <C>
Securities Offered by the Company ................ Minimum: 275,000 shares of Common Stock
Maximum: 380,000 shares of Common Stock
Price per share: ................................. $ 5.50
Common Stock Outstanding before Offering ......... 2,733,200 Shares
Common Stock Outstanding after
Minimum Offering ................................ 3,008,200 Shares
Common Stock Outstanding after
Maximum Offering ................................ 3,113,200 Shares
Use of Proceeds .................................. Marketing, new product introductions, and for
working capital and general corporate purposes.
</TABLE>

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<PAGE>

SUMMARY FINANCIAL INFORMATION

(IN THOUSANDS, EXCEPT PER SHARE DATA)

The information set forth below has been selected from the Financial
Statements of Amazon Herb Company. This information should be read in
conjunction with, and is qualified in its entirety by reference to the
financial statements, including the notes thereto, included elsewhere in this
memorandum. The per share data has been adjusted to reflect the 1 for 2.5 share
reverse split of the common stock that became effective on May 1, 1998.

<TABLE>
<CAPTION>
FOUR MONTHS ENDED
YEAR ENDED JUNE 30, OCT. 31,
------------------------- -------------------
1997 1998 1997 1998
--------- ------------- -------- --------
(000) (000)
(UNAUDITED)
<S> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:

Net Sales ....................... $2,378 $2,526 $ 850 $ 883

Gross Profit .................... 1,346 1,444 508 532

Income from operations .......... 132 142 66 54

Net income ...................... 92 95 42 36

Net income per Share ............ .034 .035 .015 .013

Weighted average number of Shares
outstanding .................... 2,733 2,733 2,733 2,733

BALANCE SHEET DATA:

Total assets .................... 814 1,105 766 1,178

Long-term debt .................. 2 0 1 0

Shareholders' equity ............ 647 788 690 733
</TABLE>

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<PAGE>

RISK FACTORS

An investment in the Common Stock offered hereby involves a high degree of
risk and is not an appropriate investment for persons who cannot afford the
loss of their entire investment. Prospective investors should carefully
consider the following risk factors, in addition to the other information
contained in this Prospectus, before purchasing any of the Common Stock.

THIS PROSPECTUS CONTAINS CERTAIN "FORWARD-LOOKING STATEMENTS" WHICH
REPRESENT THE COMPANY'S OBJECTIVES, EXPECTATIONS OR BELIEFS, INCLUDING, BUT NOT
LIMITED TO, STATEMENTS CONCERNING INDUSTRY PERFORMANCE, THE COMPANY'S
OPERATIONS, ECONOMIC PERFORMANCE, FINANCIAL CONDITION, GROWTH STRATEGIES AND
MARGINS AND GROWTH IN SALES OF THE COMPANY'S PRODUCTS. FOR THIS PURPOSE, ANY
STATEMENTS CONTAINED IN THIS PROSPECTUS THAT ARE NOT STATEMENTS OF HISTORICAL
FACT MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE
FOREGOING, WORDS SUCH AS "MAY," "WILL," "EXPECT," "BELIEVE," "ANTICIPATE,"
"INTEND," "ESTIMATE" OR "CONTINUE" OR THE NEGATIVE OR OTHER VARIATIONS THEREOF
OR COMPARABLE TERMINOLOGY ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.
THESE STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES,
CERTAIN OF WHICH ARE BEYOND THE COMPANY'S CONTROL, AND ACTUAL RESULTS MAY
DIFFER MATERIALLY DEPENDING ON A VARIETY OF IMPORTANT FACTORS, INCLUDING THOSE
DESCRIBED BELOW UNDER THIS "RISK FACTORS" SECTION AND ELSEWHERE IN THIS
PROSPECTUS.

DEPENDENCE UPON KEY PERSONNEL. The Company's success is heavily dependent
upon the continued active participation of its current executive officers, key
employees and consultants, particularly John H. Easterling. Loss of the
services of one of these executives, employees or consultants could have a
material adverse effect upon the development of the Company's business. The
Company has no employment agreement with but maintains $3 million "key man"
life insurance on Mr. Easterling's life. It does not have employment contracts
with or life insurance on any other officers or employees. There can be no
assurance that the Company will be able to recruit or retain other qualified
personnel should it be necessary to do so. See "Management."

NETWORK MARKETING INDUSTRY REGULATION RISKS. Regulations regarding network
marketing companies are a complexity of overlapping laws which vary from
jurisdiction to jurisdiction. Network sales programs are affected by
combinations of business opportunity statutes, franchise and securities
statutes, anti-pyramid statutes, network distribution statutes, and state
lottery statutes, as well as U.S. Post Office lottery and Federal Trade
Commission fraud regulations, among others. In addition, in the Company's
opinion, some regulatory officials seem to have a negative bias toward the
legality of network marketing as a means of merchandising. Many network
marketing programs have been targeted for prosecution and litigation under a
variety of laws, though enforcement of these statutes and regulations appears
selective to the Company. Failure to comply with the laws of any jurisdiction
can result in the loss of the Company's ability to operate therein for
indefinite periods of time, and could possibly affect its ability to operate in
other jurisdictions as well. From its inception, the Company has invested a
substantial amount of money to seek the advice of legal counsel in the areas of
corporate, network marketing and securities law in order to structure itself in
accordance with the multiplicity of laws that govern its operations. Though it
can give no assurances, the Company believes it has taken reasonable steps to
comply with the various laws that would apply to it in the jurisdictions in
which it currently operates. The Company is subject to the risk that in one or
more of its markets, its marketing system could be found not to be in
compliance with applicable regulations. Failure by the Company to comply with
these regulations could have a material adverse effect on the Company and a
particular market or the Company's markets in general. See Business of the
Company--Government Regulation.

COMPETITION. The market for the sale of dietary supplements is highly
competitive. There are numerous companies in the industry selling products to
retailers, including mass merchandisers, drug

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<PAGE>

store chains, independent drug stores, supermarkets and health food stores.
Most of these companies are privately held and the Company is unable to
precisely assess the size of its competitors or where it ranks in comparison to
such privately held competitors with respect to sales to retailers. No company
is believed to control more than 10% of this market. Although Amazon Herb
competes with other health and nutritional food companies, the Company believes
its primary competition stems from other direct sales companies. The Company
competes in the recruitment of independent sales people with other direct sales
organizations whose product lines may or may not compete with the Company's
products.

Certain of the Company's competitors are substantially larger than the
Company and have greater financial resources than the Company. The principal
competitive factors affecting the market for the Company's products include
product quality, packaging, brand recognition, price and distribution
capabilities. There can be no assurance that the Company will be able to
compete successfully against current and future competitors based on these and
other factors. The Company competes with a variety of domestic and
international suppliers of dietary supplement products, many of whom have
substantially greater financial, distribution and marketing resources and have
achieved a higher level of brand recognition than the Company. Increased
competition could result in price reductions, reduced profit margins and loss
of market share, all of which would have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business of the Company--Competition."

RELIANCE ON THIRD PARTIES FOR MANUFACTURING. The Company currently relies
upon third parties to manufacture and package substantially all of its products
at facilities in Woodbine, Iowa and Titusville, Florida. The Company's
business, results of operations and financial condition would be materially
adversely affected if any one of the manufacturers were unable, for any reason,
to meet the Company's delivery commitments or if a manufacturer were unable to
continue to produce a product being marketed and distributed by the Company.
The Company maintains business interruption insurance. There can be no
assurance, however, that such insurance will continue to be available at a
reasonable cost or, if available, will be adequate to cover any losses that may
be incurred from an interruption in the Company's manufacturing and
distribution operations. See "Business of the Company--Manufacturing and
Processing."

FOREIGN SUPPLY. Currently, all of the raw materials used by the Company
are grown outside of the United States, in the Amazon Rainforest, primarily in
Peru and to a lesser extent in other South American countries. The foreign
supply of botanicals is subject to a number of risks, including transportation
delays and interruptions, political and economic disruptions, the imposition of
tariffs and import and export controls and changes in governmental policies.
Because the raw materials used by the Company are extracted from the rainforest
and because Management believes that there is growing international pressure to
restrict harvesting of plants and materials in the rainforest for a variety of
reasons, it is possible that the governments controlling the rainforest may
significantly impede or impose restrictions on the harvesting of raw materials
in the future. Because the raw materials used by the Company are extracted from
countries which have or are experiencing political instability and/or
insurrection, it is possible that guerrilla activity or counter-insurgency
activity by these governments may significantly impede the harvesting of raw
materials. Any such impediment could have a material adverse impact on the
Company. While the Company has not to date experienced any material adverse
effects due to such risks, there can be no assurance that such events will not
occur in the future with the result of possible increases in costs and delays
of, or interferences with, product deliveries resulting in losses of revenues
and goodwill. See "Business of the Company--Purchasing of Raw Materials."

FOREIGN CURRENCY AND FOREIGN EXCHANGE REGULATION. As part of the Company's
ordinary business operations, the Company will be required to purchase raw
materials from the suppliers. The Company may be required to accomplish such
purchases through the use of foreign currencies. As a result, fluctuations in
exchange rates of the United States dollar against foreign currencies could
adversely affect the Company's results of operations. The Company may attempt
to limit its exposure to the risk of currency fluctuations by purchasing
forward exchange contracts which could expose the Company to substantial risk
of loss. In such a transaction, the Company would purchase a

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<PAGE>

predetermined amount of foreign currency to ensure that the Company in the
future will own a known amount of such currency to pay for goods at a
predetermined cost. The Company believes that the use of such transactions will
successfully allow the Company to better determine costs involved in its
operations, and thus better manage currency fluctuations. There can be no
assurance that the Company will in the future successfully manage its exposure
to currency fluctuations or that such fluctuations will not have a material
adverse effect on the Company.

DEVELOPMENT OF NEW PRODUCTS; NEED TO MANAGE PRODUCT INTRODUCTIONS. The
dietary supplement industry is highly competitive and characterized by changing
consumer preferences and continuous introduction of new products. The Company's
goal is to expand its portfolio of dietary supplement products through the
development of new products serving niche segments of the industry, and
introduce such new products on a timely and regular basis to maintain
distributor and consumer interest and appeal to varying consumer preferences.
The Company believes that its future growth will depend, in part, on its
ability to anticipate changes in consumer preferences and acquire, manage,
develop and introduce, in a timely manner, new products that adequately address
such changes. There can be no assurance that the Company will be successful in
acquiring, developing, introducing and marketing new products on a timely and
regular basis. If the Company is unable to develop and introduce new products
or if the Company's new products are not successful, the Company's sales may be
adversely affected as customers seek competitive products. In addition, the
introduction or announcement of new products by the Company could result in
reduction of sales of the Company's existing products, requiring the Company to
manage carefully product introductions in order to minimize disruption in sales
of existing products. There can be no assurance that the introduction of new
product offerings by the Company will not cause distributors and consumers to
reduce purchases or consumption of existing Company products. Such reduction of
purchases or consumption could have a material adverse effect on the Company's
business, operating results and financial condition.

ARBITRARY DETERMINATION OF OFFERING PRICE. The offering price of the
Common Stock was arbitrarily determined by the Company. Among the factors
considered by the Company in establishing the offering price of the Common
Stock was the proceeds to be raised by the Company, the percentage of ownership
to be held by investors in this offering, the experience of the Company's
management, the potential for growth in the industry and the company, and the
current market conditions in the securities market. Accordingly, there is no
relationship whatsoever between the offering price and the assets, earnings or
book value of the Company, or any other recognized criteria of value.

NO DIVIDENDS ON COMMON STOCK ANTICIPATED. The Company has not paid any
dividends upon its Common Stock since its inception and, by reason of its
present financial status and its contemplated financial requirements, does not
contemplate or anticipate paying any dividends upon its Common Stock in the
foreseeable future. Therefore, any potential purchaser of the Common Stock
whose decision to invest in the Common Stock is based upon an expectation of
dividend payments should refrain from purchasing the shares of Common Stock.
See "Dividend Policy."

RISKS ASSOCIATED WITH COMMON STOCK TRADING BELOW $5.00 PER SHARE. Upon
consummation of the minimum amount of the Offering, and compliance with
standard conditions, the Common Stock has been approved for listing and is
expected to trade on the Chicago Stock Exchange (the "CSE"). Under the current
rules of the Chicago Stock Exchange, in order to qualify for continued listing
on the CSE, the Company, among other things, must have total assets of at least
U.S. $2 million, have demonstrated the ability to produce adequate net
earnings, have at least 500 stockholders, maintain at least 250,000 public
shares, and meet the CSE's corporate governance standards. If the Company is
unable to satisfy the requirements for continued quotation on the CSE, trading
in the Common Stock offered hereby would be conducted in the over-the-counter
market in what are commonly referred to as the "pink sheets" or on the NASD
Electronic Bulletin Board. As a result, an investor may find it more difficult
to dispose of or obtain accurate quotations as to the price of the Common Stock
offered hereby. In addition, if the Common Stock were to have a market price of
less than U.S. $5.00 per share, then the sale of such securities would become
subject to certain regulations adopted by the Commission which imposes sales
practice requirements on broker-dealers. For example, broker-dealers selling
such

7
<PAGE>

securities must, prior to effecting the transaction, provide their customers
with a document which discloses the risks of investing in the Common Stock.
Furthermore, if the person purchasing the securities is someone other than an
accredited investor or an established customer of the broker-dealer, the
broker-dealer must also approve the potential customer's account by obtaining
information concerning the customer's financial situation, investment
experience and investment objectives. The broker-dealer must also make a
determination whether the transaction is suitable for the customer and whether
the customer has sufficient knowledge and experience in financial matters to be
reasonably expected to be capable of evaluating the risk of transactions in the
security. Accordingly, if the Common Stock is trading for less than U.S. $5.00
per share, the Commission's rules may limit the number of potential purchasers
of the securities.

SHARES AVAILABLE FOR RESALE. Sales of substantial numbers of shares of
Common Stock in the public market following this offering could adversely
affect the market price of the Common Stock prevailing from time to time. Upon
completion of this offering, and assuming that the maximum number of shares
offered hereby have been sold, the Company will have 3,113,200 shares of Common
Stock outstanding. All of the 2,733,200 shares of Common Stock outstanding
prior to this offering are "restricted securities" within the meaning of Rule
144 promulgated pursuant to the Securities Act of 1933, as amended, and may not
be sold except in compliance with the registration requirements of the
Securities Act, or an applicable exemption under the Securities Act, including
an exemption pursuant to Rule 144 thereunder. The Company is unable to estimate
when or the number of foregoing shares that may be sold by existing
stockholders because such sales will depend upon the market price for the
Common Stock, the personal circumstances of the seller and other factors. The
future sales of Common Stock or the availability of such shares of Common Stock
for sale may have an adverse effect on the market price of the Common Stock
prevailing from time to time. If such future sales did adversely affect the
market price of the Common Stock, the Company's ability to raise additional
funds through an equity offering at such time could be adversely affected. See
"Principal Stockholders" and "Shares Eligible for Future Sale."

DEPENDENCE ON TRADEMARKS AND PROPRIETARY RIGHTS; NO ASSURANCE OF
ENFORCEABILITY. The Company's success will depend in part on its ability to
obtain and preserve its trademarks and to operate without infringing the
proprietary rights of third parties. There can be no assurance that any
applications related to the Company's trademarks will provide the Company with
a competitive advantage or will afford protection against competitors with
products similar to those offered by the Company, or that competitors of the
Company will not circumvent, or challenge the validity of, the Company's
trademarks. In addition, in the event that another party infringes the
Company's trademarks, the enforcement of such rights is at the option of the
Company and can be a lengthy and costly process, with no guarantee of success.
Finally, although to date no claims have been brought against the Company
alleging that its trademarks infringe intellectual property rights of others,
there can be no assurance that such claims will not be brought against the
Company in the future, or that any such claims will not be successful. If such
a claim were successful, the Company's business could be materially adversely
affected. In addition to any potential monetary liability for damages, the
Company could be required to obtain a license in order to continue to provide
products under its trademarks or could be enjoined from utilizing its
trademarks if such a license were not made available on acceptable terms. If
the Company becomes involved in such litigation, it may require significant
Company resources, which may materially adversely affect the Company. See
"Business of the Company--Trademarks."

DILUTION. Present stockholders of the Company acquired their shares of
Common Stock at an average cost of approximately $0.29 per share, an amount
substantially less than the $5.50 per share to be paid by public investors. The
Company's net tangible book value as of June 30, 1998, without giving effect to
any outstanding warrants or options of the Company, was $788,134 or $0.29 per
share and will increase to approximately $2,300,634, or $0.76 per share if the
minimum number of shares of Common Stock offered hereby is sold, and
$2,878,134, or $0.92 per share, if the maximum number of shares of Common Stock
offered hereby is sold. The result will be an immediate and substantial
dilution of the net tangible book value of the shares of Common Stock acquired
by the public investor of $4.77 (87%)

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<PAGE>

per share if the minimum number of shares of Common Stock offered hereby is
sold, and $4.68 (85%) per share if the maximum number of shares of Common Stock
offered hereby is sold. Public investors therefore will bear most of the risk
of loss, while control of the Company will remain in the hands of the present
management and stockholders. See "Dilution."

ESCROW OF INVESTORS' FUNDS PENDING SALE OF MINIMUM NUMBER OF SHARES
OFFERED. Under the terms of this offering, the Company is offering the shares
on a "275,000 shares or none, best efforts" basis. If the minimum number of
shares is sold, the remaining 105,000 shares will be offered on a "best
efforts" basis until all of the shares are sold or the offering period ends,
whichever occurs first, unless the offering is terminated earlier by the
Company. Therefore, no commitment exists by anyone to purchase all or any part
of the shares offered hereby. Consequently, there is no assurance that all of
the shares offered hereby will be sold, and subscribers' funds may be escrowed
for so long as 90 days (or a period of 180 days if the offering period is
extended by the Company) and then returned promptly with interest thereon, in
the event all of the shares offered hereby are not sold within the 90 day
offering period. Investors, therefore will not have the use of any funds paid
for the purchase of the shares during the offering period. In the event the
Company is unable to sell all of the shares offered hereby within the offering
period, the offering will be withdrawn. In addition, no limit has been placed
on affiliate purchases, and consequently management, principal shareholders or
their affiliates may purchase shares in order to reach the minimum amount of
the offering. See "Plan of Distribution."

DIRECTORS' AND OFFICERS' INDEMNIFICATION. The Company's Articles of
Incorporation and Bylaws require the Company to indemnify and hold harmless its
directors and officers from and against and in respect of certain losses,
damages, deficiencies, expenses or costs which may be incurred or suffered by
such directors and officers as a result of their serving in such capacities
with the Company. See "Certain Provisions of Florida Law and of the Company's
Articles of Incorporation and Bylaws."

ABSENCE OF PUBLIC MARKET; POSSIBLE VOLATILITY OF PRICE OF COMMON STOCK.
Prior to this offering, there has been no public market for any of the shares
of the Company's Common Stock, and there can be no assurance that a trading
market will develop, or if developed, that it will be developed into something
greater than a limited market. The trading price of the shares of Common Stock
could be subject to wide fluctuations in response to such factors as, among
others, variations in the Company's anticipated or actual results of operations
and market conditions in the industries in which the Company operates. The
Company has applied to have its stock listed on the Chicago Stock Exchange
("CSE") and has received preliminary approval for listing contingent upon
completion of the offering, among other terms. If the Company is unable to
satisfy the requirements for continued quotation on the CSE, trading in the
Common Stock offered hereby would be conducted in the over-the-counter market
in what are commonly referred to as the "pink sheets" or on the NASD Electronic
Bulletin Board. As a result, an investor may find it more difficult to dispose
of or obtain accurate quotations as to the price of the Common Stock offered
hereby, and the Company believes that this would limit its ability to create
and sustain a viable market for its Common Stock.

DISCRETION OF MANAGEMENT AND THE BOARD OF DIRECTORS IN USE OF PROCEEDS.
Although the Company intends to apply the net proceeds of this offering in the
manner described under "Use of Proceeds," the Company's management and the
Board of Directors have broad discretion within such proposed uses as to the
precise allocation of the net proceeds, the timing of expenditures and all
other aspects of the use thereof. The Company reserves the right to reallocate
the net proceeds of this offering among the various categories set forth under
"Use of Proceeds" as it, in its sole discretion, deems necessary or advisable
based upon prevailing business conditions and circumstances. See "Use of
Proceeds."

LACK OF A MAJORITY OF INDEPENDENT DIRECTORS. Upon completion of the
offering of the shares, the Company's board of directors will have only two
independent directors. As such, upon completion of the offering of the shares,
the majority of the Company's directors will be either officers of the Company,
persons related to the officers of the Company, or persons who provide
consulting or advisory services to the Company in exchange for remuneration.
See "Management."

9
<PAGE>

GOVERNMENT REGULATION. The manufacturing, processing, formulation,
packaging, labeling and advertising of the Company's products are subject to
regulation by one or more federal agencies, including the United States Food
and Drug Administration ("FDA"), the Federal Trade Commission ("FTC"), the
Consumer Product Safety Commission, the United States Department of
Agriculture, the United States Postal Service, the United States Environmental
Protection Agency and the Occupational Safety and Health Administration. These
activities are also regulated by various agencies of the states and localities
in which the Company's products are sold. In particular, the FDA regulates the
safety, labeling and distribution of dietary supplements, including vitamins,
minerals and herbs, food additives, food supplements, OTC and prescription
drugs and cosmetics. The regulations that are promulgated by the FDA relating
to the manufacturing process are known as Current Good Manufacturing Practices
("CGMPs"), and are different for drug and food products. In addition, the FTC
has overlapping jurisdiction with the FDA to regulate the labeling, promotion
and advertising of vitamins, OTC drugs, cosmetics and foods.

The Dietary Supplement Health and Education Act of 1994 ("DSHEA") was
enacted on October 25, 1994. DSHEA amends the Federal Food, Drug and Cosmetic
Act by defining dietary supplements which include vitamins, minerals,
nutritional supplements and herbs, as a new category of food separate from
conventional food. DSHEA provides a regulatory framework to ensure safe,
quality dietary supplements and the dissemination of accurate information about
such products. Under DSHEA, the FDA is generally prohibited from regulating the
active ingredients in dietary supplements as drugs unless product claims, such
as claims that a product may heal, mitigate, cure or prevent an illness,
disease or malady, trigger drug status.

DSHEA provides for specific nutritional labeling requirements for dietary
supplements effective January 1, 1997, although final regulations have not been
published and implementation will be delayed. DSHEA permits substantiated,
truthful and non-misleading statements of nutritional support to be made in
labeling, such as statements describing general well-being resulting from
consumption of a dietary ingredient or the role of a nutrient or dietary
ingredient in affecting or maintaining a structure or function of the body. The
Company anticipates that the FDA will finalize CGMPs which are specific to
dietary supplements and require at least some of the quality control provisions
contained in the CGMPs for drugs. The Company currently manufactures its
vitamins and nutritional supplement products in compliance with the applicable
food CGMPs.

The FDA has proposed but not finalized regulations to implement DSHEA,
including those relating to nutritional labeling requirements. The Company
cannot determine what effect such regulations, when promulgated, will have on
its business in the future. Such regulations are likely to require expanded or
different labeling for the Company's vitamin and nutritional products and
could, among other things, require the recall, reformulation or discontinuance
of certain products, additional record keeping, warnings, notification
procedures and expanded documentation of the properties of certain products and
scientific substantiation regarding ingredients, product claims, safety or
efficacy. Failure to comply with applicable FDA requirements can result in
sanctions being imposed on the Company or the manufacturers of its products,
including, depending on the product category, warning letters, fines, product
recalls and seizures.

Governmental regulations in foreign countries where the Company plans to
commence or expand sales may prevent or delay entry into a market or prevent or
delay the introduction, or require the reformulation, of certain of the
Company's products.

Amazon Herb is subject to regulation under various international, state
and local laws which include provisions regulating, among other things, the
operation of direct sales programs. In addition, many countries currently have
laws that would restrict or prohibit direct sales companies, such as Amazon
Herb, from conducting business therein.

In addition, the Company cannot predict whether new domestic or foreign
legislation regulating its activities will be enacted. Such new legislation
could have a material adverse effect on the Company. See "Business of the
Company--Government Regulations."

10
<PAGE>

MANAGING GROWTH. The Company is currently experiencing a period of rapid
growth and expansion which has placed, and could continue to place, a
significant strain on the Company's management, customer service and support
operations, sales and administrative personnel and other resources. In order to
serve the needs of its existing and future customers, the Company has
substantially increased and will continue to increase its workforce, which
requires the Company to attract, train, motivate and manage qualified
employees. The Company's ability to manage its planned growth requires the
Company to continue to expand its operating, management, information and
financial systems, all of which may significantly increase its operating
expenses. If the Company fails to achieve its growth as planned or is
unsuccessful in managing its anticipated growth, there could be a material
adverse effect on the Company. In addition, the loss of a significant customer
or a number of customers, or a significant reduction in purchase volume by or
financial difficulty of such customers, for any reason, could have a material
adverse effect on the Company.

POTENTIAL EFFECT OF ADVERSE PUBLICITY. The Company's products consist of
herbs and other ingredients that the Company regards as safe when taken as
suggested by the Company and that various scientific studies have suggested may
involve health benefits. While the Company conducts extensive quality control
testing on its products, the Company generally does not conduct or sponsor
clinical studies relating to the benefits of its products. The Company is
highly dependent upon consumers' perception of the overall integrity of its
business, as well as the safety and quality of its products and similar
products distributed by other companies which may not adhere to the same
quality standards as the Company. The Company could be adversely affected if
any of the Company's products or any similar products distributed by other
companies should prove or be asserted to be harmful to consumers or should
scientific studies provide unfavorable findings regarding the effectiveness of
the Company's products. Amazon Herb's ability to attract and retain independent
distributors could be adversely affected by negative publicity relating to it
or to other direct sales organizations.

RELIANCE ON INDEPENDENT DISTRIBUTORS. Amazon Herb's sales are directly
dependent upon the efforts of its independent associates (distributors), and
any growth in sales volume will require an increase in the productivity or the
number of such distributors. As is typical in the direct sales industry, there
is turnover in distributors from year to year, which requires the sponsoring
and training of new associates by existing associates in order to maintain the
size of the associate network. The Company experiences seasonal decreases in
associate sponsoring and product sales due to summer and winter holiday
periods. Other factors such as general economic conditions and negative
publicity relating to Amazon Herb or other direct sales organizations could
also adversely affect the ability of Amazon Herb to maintain or expand its
distributor network. The loss of a key associate or group of associates could
adversely affect sales of Amazon Herb products and impair Amazon Herb's ability
to attract new distributors.

RISKS ASSOCIATED WITH INTERNATIONAL MARKETS. An element of the Company's
future growth strategy is to increase the distribution and sale of the
Company's products into international markets. The Company's existing and
planned international operations are subject to political and economic
uncertainties, including, among other things, inflation, risk of modification
of existing arrangements with governmental authorities, transportation,
tariffs, export controls, government regulation, currency exchange rate
fluctuations, foreign exchange restrictions which limit the repatriation of
investments and earnings therefrom, changes in taxation, hostilities or
confiscation of property. Changes related to these matters could have a
material adverse effect on the Company.

YEAR 2000 COMPLIANCE RISK. The Company uses computer software programs
and operating systems in its internal operations, including applications used
in financial business systems and various administration functions, including
calculation of commissions due to Associates. Computer programs have
traditionally been written using two digits rather than four to define the
applicable year. As a consequence, unless modified, computer systems will not
be able to differentiate between the year 2000 and 1900. Failure to address
this problem could result in system failures and the generation of erroneous
data. The Company is reviewing its computer programs and systems to ensure that
the programs and systems will function properly and be in compliance for the
year 2000. To the extent that

11
<PAGE>

these software applications contain code that is unable to appropriately
interpret upcoming calendar year 2000, some level of modification of such
source code or applications will be necessary. The Company is currently in the
process of evaluating its computer software programs and operating systems to
ensure such programs and systems will be able to process transactions in the
year 2000. The Company does not believe that the costs to modify its programs
or systems will be material to its financial condition or results of
operations. However, while the estimated cost of these efforts are not expected
to be material to the Company's financial position or any year's results of
operations, there can be no assurance to this effect. In addition, the Company
cannot predict the effect of the year 2000 problem on entities with which the
Company transacts business, and there can be no assurance that the effect of
the year 2000 problem on such entities will not have a material adverse effect
on the Company's business, financial condition or results of operations.

PRODUCT LIABILITY CLAIMS. As a marketer of vitamin and nutritional
supplements and other products that are ingested by consumers or applied to
their bodies, the Company may be subjected to various product liability claims,
including, among others, that its products contain contaminants or include
inadequate instructions as to use or inadequate warnings concerning side
effects and interactions with other substances. While such claims to date have
not been material to the Company and the Company maintains product liability
insurance, there can be no assurance that product liability claims and the
resultant adverse publicity will not have a material adverse effect on the
Company.

CONCENTRATION OF OWNERSHIP; CERTAIN ANTI-TAKEOVER CONSIDERATIONS. The
Company's directors and executive officers and certain of their affiliates
beneficially own approximately 83.5% of the outstanding Common Stock.
Accordingly, these shareholders will continue to have the ability to elect all
of the directors of the Company and to thereby direct or substantially
influence the management, policies and business operations of the Company and
will have the power to control the outcome of any matters submitted to a vote
of the Company's shareholders. The Company's Board of Directors has the
authority to approve the issuance of 2,000,000 shares of preferred stock and to
fix the rights, preferences, privileges and restrictions, including voting
rights, of those shares without any further vote or action by the Company's
shareholders. The rights of the holders of Common Stock will be subject to, and
may be adversely affected by, the rights of holders of any preferred stock that
may be issued in the future. Certain provisions of Florida law, as well as the
issuance of preferred stock, could delay or inhibit the removal of incumbent
directors and could delay, defer, make more difficult or prevent a merger,
tender offer or proxy contest, or any change in control involving the Company,
as well as the removal of management, even if such events would be beneficial
to the interests of the Company's shareholders, and may limit the price certain
investors may be willing to pay in the future for shares of Common Stock.

12
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of Common Stock (after
deducting offering expenses) are estimated to be approximately $1,392,500 if
the minimum number of 275,000 shares of Common Stock is sold and $1,950,000 if
the maximum number of 380,000 shares of Common Stock is sold. The following
table sets forth the estimated application by the Company of the net proceeds
to be derived from the sale of Common Stock offered hereby.

<TABLE>
<CAPTION>
MINIMUM OFFERING MAXIMUM OFFERING
------------------ -----------------
<S> <C> <C>
Total Proceeds to Company ......................... $1,512,500 $2,090,000
Less Offering Expenses:
Legal and Accounting ............................. 60,000 60,000
Printing and Advertising ......................... 50,000 70,000
Filing Fees ...................................... 5,721 5,721
Miscellaneous .................................... 4,279 4,279
Net Proceeds to Company ........................... $1,392,500 $1,950,000

Intended Use of Net Proceeds:
Distributor Sales Tools(1) ........................ $ 250,000 $ 350,000
Distributor Promotions and Incentives(2) .......... $ 85,000 $ 115,000
New Product Introduction(3) ....................... $ 50,000 $ 75,000
Advertising(4) .................................... $ 200,000 $ 400,000
Facility Expansion(5) ............................. $ 150,000 $ 200,000
Product Processing and Production(6) .............. $ 250,000 $ 350,000
Administrative costs(7) ........................... $ 150,000 $ 200,000
Retirement of Debt(8) ............................. $ 150,000 $ 150,000
General Working Capital(9) ........................ $ 107,500 $ 110,000
</TABLE>

- ----------------
(1) Represents costs associated with production of new marketing tools
including audio and video cassette tapes, newsletters, brochures, catalogs
and related items for use by the independent distributors (Associates).

(2) Represents funds required to implement the Company's incentive programs and
events for distributors and attendance at trade shows.

(3) Represents funds used for promotion of new products.

(4) Advertising costs include expenses of direct mail, newspaper
advertisements, magazine advertisements and radio advertisements.

(5) Costs associated with upgrading computer systems and software, additional
shipping and receiving equipment, and furniture and fixtures.

(6) Cost of processing raw materials to finished products.

(7) Salary and expenses related to addition of new staff personnel.

(8) Repayment of the Company's Credit Facility to Citibank.

(9) Represents funds which will support the basic operations of the Company,
including but not limited to funds for office rent, utilities, salaries
and miscellaneous expenses.

Pending the expenditure of the proceeds of this offering, the Company may
make temporary investments in insured certificates of deposit, insured
short-term interest-bearing deposits, United States Government obligations or
insured money market certificates.

13
<PAGE>

DIVIDEND POLICY

The Company has never paid or declared any cash dividends on its Common
Stock and does not intend to pay dividends on its Common Stock in the
foreseeable future. The Company presently expects to retain its earnings to
finance the development and expansion of its business. The payment by the
Company of dividends, if any, on its Common Stock in the future is subject to
the discretion of the Board of Directors and will depend on the Company's
earnings, financial condition, capital requirements and other relevant factors.
See "Description of Securities."

DILUTION

As of June 30, 1998, there were 2,733,200 shares of Common Stock
outstanding (as adjusted for the 1 for 2.5 reverse split effective May 1, 1998)
having a net tangible book value of $788,134 or approximately $0.29 per share.
Net tangible book value per share is the net tangible assets of the Company
(total assets less total liabilities and intangible assets) divided by the
number of shares of Common Stock outstanding. Upon completion of this offering,
there will be 3,008,200 shares of the Company's Common Stock outstanding having
a net tangible book value of approximately $2,300,634 or approximately $0.76
per share if the minimum number of Shares is sold; and 3,113,200 shares of the
Company's Common Stock outstanding having a net tangible book value of
approximately $2,878,134 or approximately $0.92 per share if the maximum number
of Shares is sold. The net tangible book value of each share will have
increased by approximately $0.47 per share to present stockholders, and
decreased by approximately $4.74 per share (a dilution of 86%) to public
investors if the minimum number of shares is sold, and the net tangible book
value of each share will have increased by approximately $0.63 per share to the
present stockholders and decreased by approximately $4.58 per share (a dilution
of 83%) to public investors if the maximum number of shares is sold.

The following tables set forth the percentage of equity to be purchased by
public investors in this offering compared to the percentage of equity to be
owned by the present stockholders, and the comparative amounts paid for the
shares of Common Stock by public investors as compared to the total cash
consideration paid by the present stockholders of the Company.

ASSUMING THE MINIMUM NUMBER OF SHARES OF COMMON STOCK SOLD

<TABLE>
<CAPTION>
AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PAID PER SHARE(1)
----------- --------- ------------- --------- ------------------
<S> <C> <C> <C> <C> <C>
Existing Stockholders ......... 2,733,200 91% $ 788,134 24% $ 0.29
New Investors ................. 275,000 9% $1,512,500 76% $ 5.50
--------- --- ---------- ---
TOTAL ....................... 3,008,200 100% $2,300,634 100%
========= === ========== ===
</TABLE>

- ----------------
(1) Based on the average value per share paid by existing stockholders to the
Company and a public offering price of $5.50 per share of Common Stock
paid by new investors.

ASSUMING THE MAXIMUM NUMBER OF SHARES SOLD

<TABLE>
<CAPTION>
AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PAID PER SHARE(1)
----------- --------- ------------- --------- ------------------
<S> <C> <C> <C> <C> <C>
Existing Stockholders............ 2,733,200 90% $ 788,134 18% $ 0.29
New Investors ................... 380,000 10% $2,090,000 82% $ 5.50
--------- --- ---------- ---
TOTAL ......................... 3,113,200 100% $2,878,134 100%
========= === ========== ===
</TABLE>

- ----------------
(1) Based on the average value per share paid by existing stockholders to the
Company and a public offering price of $5.50 per share of Common Stock
paid by new investors.

14
<PAGE>

The Company has reserved an aggregate of 1,000,000 shares of its Common
Stock for its officers, directors, employees and consultants to purchase
pursuant to its Stock Option Plan. As of the date of this Prospectus, the
Company has not issued any options pursuant to the terms of its Stock Option
Plan. The above paragraph does not give effect to the possible issuance of up
to 1,000,000 additional shares of the Company's Common Stock upon exercise of
any options which have been, or may yet be, granted under the Stock Option
Plan. The issuance of shares of the Company's Common Stock upon the exercise of
options which may be granted under the Stock Option Plans would result in
further dilution in the interests of stockholders if at the time of exercise,
the Company's net tangible book value per share is greater than the exercise
price of any such options. See "Stock Option Plan."

CAPITALIZATION

The following table sets forth at June 30, 1998 the actual capitalization
of the Company. The table should be read in conjunction with the Financial
Statements and Notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
JUNE 30, 1998
--------------
ACTUAL(1)
--------------
<S> <C>
Stockholders' equity:
Common Stock, $.01 par value, 8,000,000 shares authorized;
2,733,200 shares outstanding (3,008,200) ................... 27,332
Additional paid-in-capital ................................... 577,768
Preferred Stock, $1.00 par value, 2,000,000 shares authorized;
no shares outstanding ...................................... -0-
Offering Expenses ............................................. (55,093)
Retained Earnings ............................................. 283,127
-------
Total stockholders' equity ................................... 788,134
Total capitalization ........................................ 788,134
=======
</TABLE>

- ----------------
(1) Derived from the Financial Statements of the Company included elsewhere in
this Prospectus.

15
<PAGE>

SELECTED FINANCIAL DATA

The statement of operations and balance sheet information set forth below
as of June 30, 1998 and June 30, 1997 and for the years ended June 30, 1998,
and June 30, 1997 are derived from, and are qualified by reference to, the
financial statements of the Company which have been audited by Bernard J.
Donth, independent certified public accountants. The financial statements as of
June 30, 1998, and June 30, 1997 and the reports thereon, are included
elsewhere in this Prospectus. The statement of operations and balance sheet
information set forth below as of October 31, 1998 and October 31, 1997 are
derived from the unaudited interim combined financial statements contained
elsewhere herein. Operating results for the four months ended October 31, 1998
are not necessarily indicative of the results that may be expected for the year
ending June 30, 1999. The information below should be read in conjunction with
the Financial Statements and Notes thereto included in this Prospectus and the
unaudited interim financial statements and notes thereto and the other
financial information appearing elsewhere in the Prospectus. The per share data
has been adjusted to reflect the 1 for 2.5 reverse split of the common stock
that was effective on May 1, 1998.

<TABLE>
<CAPTION>
FOUR MONTHS ENDED
YEAR ENDED JUNE 30, OCTOBER 31,
--------------------- -------------------
1997 1998 1997 1998
--------- --------- -------- --------
(000) (000)
(UNAUDITED)
<S> <C> <C> <C> <C>
Income Statement Data:
Net Sales ...................................... $2,378 $2,526 $ 850 $ 883
Gross Profit ................................... 1,346 1,444 508 532
Operating income......... ...................... 132 142 66 54
Other income (expenses), net ................... 0 3 1 1
Income before taxes ............................ 132 142 66 54
Net income ..................................... 92 95 42 36
Net income per share(1) ........................ .034 .035 .015 .013
Weighted average shares outstanding(1) ......... 2,733 2,733 2,733 2,733

Balance Sheet Data:
Total assets ................................... 814 1,105 766 1,178
Long-term debt, less current portion ........... 2 0 1 0
Stockholders' equity ........................... 647 788 690 733
</TABLE>

- ----------------
(1) Net income per share is computed assuming 2,733,200 shares issued and
outstanding on June 30, 1998, were outstanding for all periods presented.

16
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION OF THE RESULTS OF OPERATIONS AND FINANCIAL
CONDITION OF THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS OF THE COMPANY AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS
PROSPECTUS. EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE
DISCUSSION CONTAINED IN THIS PROSPECTUS CONTAINS "FORWARD-LOOKING STATEMENTS"
THAT INVOLVE RISK AND UNCERTAINTIES. THESE STATEMENTS MAY BE IDENTIFIED BY THE
USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES," "EXPECTS," "MAY,"
"WILL," "SHOULD" OR "ANTICIPATES" OR THE NEGATIVE THEREOF OR SIMILAR
EXPRESSIONS OR BY DISCUSSIONS OF STRATEGY. THE CAUTIONARY STATEMENTS MADE IN
THIS PROSPECTUS SHOULD BE READ AS BEING APPLICABLE TO ALL RELATED
FORWARD-LOOKING STATEMENTS WHEREVER THEY APPEAR IN THIS PROSPECTUS. THE
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS
PROSPECTUS. IMPORTANT FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES
INCLUDE THOSE DISCUSSED UNDER THE CAPTION ENTITLED "RISK FACTORS," AS WELL AS
THOSE DISCUSSED ELSEWHERE HEREIN.

OVERVIEW

Amazon Herb Company's historic operations have consisted of sourcing and
marketing dietary supplements produced from products grown in the Amazon
Rainforest of Peru, Brazil, Paraguay and Uruguay. The Company sells its
products under the Rainforest Bio-Energetics brand name primarily through its
network marketing distribution channel throughout the United States. The
primary costs of operating the Company's herb business are those related to the
network marketing of its products.

The Company derives its net sales primarily from sales of dietary
supplement products through its independent distributors and sales of bulk raw
materials. The Company's growth in net sales historically has been a result of
the introduction of new products on an ongoing basis and the expansion of sales
through growth of its network marketing distributor base. A combination of new
product introductions, increases of existing product sales and increases in the
number of network marketing distributors contributed to the Company's net sales
growth during 1998. The Company believes that its future growth in net sales
will depend primarily on increases in the number of network marketing
distributors. The Company's future results may also be affected significantly
by the success or failure of individual products or product lines.

The Company has derived a significant portion of its net sales from bulk
sales of raw materials. Net sales of raw materials accounted for 48% of the
Company's net sales for the fiscal year ended June 30, 1998 and 51% of the
Company's net sales in 1997.

At the end of fiscal 1998, the Company invested in the opening of a 5,194
square foot warehouse and headquarters facility. The facility is anticipated to
improve efficiency in warehousing and shipping of products, and management
believes the facility provides the flexibility to service its network marketing
distributor base more effectively and respond rapidly to increases in demand
for products. The Company has also developed a dedicated employee sales force
of 8 employees as of June 30, 1998.

17
<PAGE>

RESULTS OF OPERATIONS

FOUR MONTH PERIOD ENDED OCTOBER 31, 1998 COMPARED TO FOUR MONTH PERIOD ENDED
OCTOBER 31, 1997

REVENUES AND GROSS PROFITS. Revenues increased by 3.9% to $883,961 for the
four month period ended October 31, 1998 compared to $850,273 for the four
month period ended October 31, 1997. The increase in sales was attributable to
an increase in the number of network marketing distributors. Gross profits
increased by 4.7% to $532,182 for the four month period ended October 31, 1998
from $508,086 for the four month period ended October 31, 1997. The increase in
gross profits was attributable to higher margins on network marketing sales as
opposed to bulk sales.

OPERATING EXPENSES. Operating expenses totaled $477,700 for the four month
period ended October 31, 1998, an increase of 8% from $441,984 for the four
month period ended October 31, 1997. As a percentage of sales, the operating
expenses for the four month period ended October 31, 1998 were 54% as compared
to 52% for the four month period ended October 31, 1997. The increase in
operating expenses during the four month period ended October 31, 1998 were
attributable to the costs associated with additional expenses due to actual and
anticipated increases in sales and commissions paid to network marketing
associates.

INCOME FROM OPERATIONS. Income from operations decreased to $54,482 for
the four month period ended October 31, 1998, a 21.3% decrease from the $66,102
for the corresponding period of the prior year. The decrease in net income was
attributable to higher marketing costs including costs associated with the
Company's first annual convention and the development of the Company's Internet
site.

LIQUIDITY AND CAPITAL RESOURCES. At October 31, 1998, the Company had cash
balances totaling $20,134 and a working capital balance of $693,916. This
compares to a cash balance of $66,452 and working capital of $681,509 as of
October 31, 1997.

The Company's primary liquidity needs are to upgrade Associates' sales
tools, new product introductions, funding inventory purchases, marketing and
expanding its network marketing distributor base. Historically, the Company has
funded its operations through shareholder loans, bank borrowings, and the sale
of common stock.

Net cash provided by operating activities was $5,643 for the four month
period ended October 31, 1998 and $52,158 for the four month period ended
October 30, 1997. The decrease in net cash provided by operating activities in
the four month period ended October 31, 1998 compared to the four month period
ended October 31, 1997 was primarily due to higher levels of accounts receivable
and inventory balances, and accounts payable. The increase in inventory balances
was primarily due to the purchase of larger quantities of raw materials in
anticipation of increased sales and the purchase of raw materials for new
products in anticipation of new product introductions scheduled for 1999. The
increase in accounts receivable was the result of raw material sales.

Net cash used by investing activities was ($14,667) for the four month
period ended October 31, 1998 and $(420) for the four month period ended October
31, 1997. The increase in net cash used in investing activities in the four
month period ended October 31, 1998, as compared to the four month period ended
October 31, 1997, was due to purchases of property and equipment related to the
addition of new employees to the Company.

Net cash provided by (used in) financing activities was $(47,667) for the
four month period ended October 31, 1998 and ($3,440) for the four month period
ended October 31, 1997. Net cash provided by financing activities for the four
month period ended October 31, 1998 including borrowings of $45,228 to finance
the expenses associated with this offering. Net cash provided by financing
activities in the four month period ended October 31, 1997 was a ($3,440)
reduction of long term debt.

The Company's current Credit Facility consists of a $190,000 revolving
line of credit. As of October 31, 1998, the Company had outstanding borrowings
of $190,000 under the Credit Facility. The amounts

18
<PAGE>

outstanding under the Credit Facility bear interest at variable rates which are
based upon the lender's base rate, plus, one and one-half percent. Furthermore,
the Credit Facility contains various conditions that would create a default. As
of October 31, 1998, the Company was in compliance with the covenants and
restrictions in the Credit Facility. The Credit Facility is collateralized by a
lien on substantially all of the assets of the Company, and a personal guaranty
by the Company's President.

On November 23, 1998 the Company executed an Installment Note in the amount
of $100,000 payable in equal monthly installments of $8,779 for a period of
twelve months. The note bears interest at the rate of 9.75% per annum, and is
unsecured. The note is payable to a non-affiliated private party.

The Company will use the net proceeds from this offering to repay all
outstanding indebtedness under the Credit Facility at the completion of this
offering. The Company believes that the remaining net proceeds from this
offering, together with cash generated from operations and borrowings under the
Credit Facility, will be sufficient to fund its anticipated working capital
needs and capital for at least the next 12 months.

YEAR ENDED JUNE 30, 1998 COMPARED TO YEAR ENDED JUNE 30, 1997

REVENUES AND GROSS PROFITS. Revenues increased by 6.3% to $2,526,828 for
the year ended June 30, 1998 compared to $2,377,528 for the year ended June 30,
1997. The increase in sales was attributable to the increase of bulk sales in
the fourth quarter and an increase in the number of network marketing
distributors. Gross profits increased by 7.3% to $1,444,156 for the year ended
June 30, 1998 from $1,345,858 for the year ended June 30, 1997. The increase in
gross profits was attributable to increased sales and lower raw material costs.
During fiscal 1997, there were 18,093 independent distributors of the Company's
products and 20,260 during fiscal 1998, or an increase of 2,167 distributors.

OPERATING EXPENSES. Operating expenses totaled $1,301,830 for the year
ended June 30, 1998 an increase of 7.2% from $1,214,061 for the year ended June
30, 1997. As a percentage of sales, the operating expenses for the year ended
June 30, 1998 were 51.5% as compared to 51.1% for the year ended June 30, 1997.
The increase in operating expenses during the current year was primarily
attributable to the costs associated with additional employees and related
general and administrative expenses due to actual and anticipated increases in
sales.

INCOME FROM OPERATIONS. Income from operations increased to $142,329 for
the year ended June 30, 1998, a 7.3% increase from the $131,949 for the
corresponding period of the prior year. Net Income increased by 3.8% to $95,323
for the year ended June 30, 1998 compared to $91,791 for the year ended June
30, 1997. The increase in net income was attributable to an increase in gross
profits partially offset by an increase in general and administrative expenses,
due to the hiring of additional personnel.

LIQUIDITY AND CAPITAL RESOURCES. At June 30, 1998, the Company had cash
balances totaling $76,825 and a working capital balance of $765,377. This
compares to a cash balance of $18,154 and working capital of $639,790 as of
June 30, 1997.

Net cash provided by operating activities was ($125,993) for the year
ended June 30, 1998 and $36,047 for the year ended June 30, 1997. The decrease
in net cash provided by operating activities in 1998 compared to 1997 was
primarily due to higher levels of accounts receivable and inventory balances,
and accounts payable. The increase in inventory balances was primarily due to
the purchase of larger quantities of raw materials in anticipation of increased
sales and the purchase of raw materials for new products in anticipation of new
product introductions scheduled for 1998. The increase in accounts

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receivable was the result of increased sales by the Company during the fourth
quarter of 1998 to bulk sales purchasers from whom accounts receivable are on
average outstanding for a longer period of time.

Net cash used by investing activities was ($3,190) for the year ended June
30, 1998 and $(621) for the year ended June 30, 1997. The increase in net cash
used in investing activities in the year ended June 30, 1998, as compared to
the year ended June 30, 1997, was due to purchases of property and equipment
related to the addition of new employees to the Company.

Net cash provided by (used in) financing activities was $187,854 for the
year ended June 30, 1998 and ($30,907) for the year ended June 30, 1997. Net
cash provided by financing activities for the year ended June 30, 1998
consisted of borrowings of $150,000, and $100,000 of additional paid in
capital, to finance the expenses associated with this offering. Net cash
provided by financing activities in 1997 was comprised of net borrowings of
$20,000 to finance inventory purchases, $64,770 from additional paid in
capital, and a ($7,395) reduction of long term debt and a ($109,812) reduction
of short term debt.

The Company's current Credit Facility consists of a $190,000 revolving
line of credit. As of June 30, 1998, the Company had outstanding borrowings of
$150,000 under the Credit Facility. The amounts outstanding under the Credit
Facility bear interest at variable rates which are based upon the lender's base
rate, plus, one and one-half percent. Furthermore, the Credit Facility contains
various conditions that would create a default. As of June 30, 1998, the
Company was in compliance with the covenants and restrictions in the Credit
Facility. The Credit Facility is collateralized by a lien on substantially all
of the assets of the Company, and a personal guaranty by the Company's
President.

YEAR ENDED JUNE 30, 1997 COMPARED TO YEAR ENDED JUNE 30, 1996

REVENUES AND GROSS PROFITS. Revenues increased by 12.2% to $2,378,000 for
the year ended June 30, 1997 compared to $2,119,000 for the year ended June 30,
1996. The increase in sales was attributable to an increase in the consumer and
distributor base. Gross profits increased by .9% to $1,358,000 for the year
ended June 30, l997 from $1,346,000 for the year ended June 30, 1996. The
increase in gross profits was attributable to an increase in sales during the
period which were partially offset by a reduction in gross margins. The
reduction in gross margins was attributable to higher raw material costs.

OPERATING EXPENSES. Operating expenses totaled $1,214,000 for the year
ended June 30, 1997 a decrease of 2.6% from $1,245,000 for the year ended June
30, 1996. The decrease in operating expenses during the current year was
primarily attributable to a decrease in general and administrative and
depreciation expenses.

INCOME FROM OPERATIONS. Income from operations increased to $92,000 for
the year ended June 30, 1997, a 10.8% increase from $83,000 for the year ended
June 30, 1996. This increase was a result of lower operating expenses.

SEASONALITY

The Company believes that its business is characterized by mild
seasonality in the Fall months, which produce slightly more sales than the
months during the balance of the year. The Company does not believe that the
impact of seasonality on its results of operations is material.

IMPACT OF INFLATION

Historically inflation has not had a material effect on the Company's
operations. When the price of raw materials has increased, the costs have been
built into the pricing structure. Furthermore, the

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Company does not have either long-term supply contracts or long-term contracts
with customers. Prices are quoted based on the prevailing prices for herbal
products. Accordingly, the Company does not believe inflation will have a
material effect on its future operations.

IMPACT OF YEAR 2000

Some of the Company's older computer programs were written using two
digits rather than four to define the applicable year. As a result, those
computer programs have time-sensitive software that recognize a date using "00"
as the year 1900 rather than the year 2000. This could cause a system failure
or miscalculations causing disruption of operations, including among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.

The Company has completed an assessment and will have to modify or replace
portions of its software so that its computer systems will function properly
with respect to dates in the year 2000 and thereafter. The total Year 2000
project cost has not been estimated, but is not expected to be material.

The Company believes that with modifications to existing software and
conversions to new software, the Year 2000 issue will not pose significant
operational problems for its computer systems. However, if such modifications
and conversions are not made or are not completed timely, the Year 2000 issue
could have a material impact on the operations of the Company.

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BUSINESS OF THE COMPANY

MISSION STATEMENT AND COMPANY PHILOSOPHY

Amazon Herb Company's mission is to supply consumers with herbs and herbal
extracts from the Rainforest of the Amazon Basin while simultaneously promoting
and supporting the preservation of the flora and fauna of the Rainforest.
Amazon Herb Company works directly with a number of indigenous communities to
ecologically harvest sustainable resources. In addition, as an environmentally
responsible company, Amazon Herb Company commits 10% of its net profits to be
returned to the Rainforest to help protect and preserve the Rainforest and the
indigenous people of the Amazon River Basin.

HISTORY AND DEVELOPMENT OF THE COMPANY

The Company was incorporated in Florida on June 6, 1990 under the name
Marco Polo Trading Co., Inc. On April 1, 1991, the Company registered the name
Amazon Herb Company as a fictitious name. On January 8, 1993, the Company filed
Articles of Amendment changing its name to Amazon Herb Company. The Company
also does business under the name of Rainforest Bio-Energetics/registered
trademark/.

INDUSTRY OVERVIEW

Based on estimates in "The U.S. Market for Vitamins, Supplements, and
Minerals", a 1997 market report prepared by Packaged Facts (the "Packaged Facts
Report"), an independent consumer marketing research firm, the retail market
for vitamins, minerals and other supplements (excluding sports nutrition and
diet products) has grown at a compound annual rate of 15% from $3.7 billion in
1992 to $6.5 billion in 1996. A large portion of this growth is attributable to
an increase in sales of other supplements (primarily herbal products), which
grew from $570 million in 1992 to $2.3 billion in 1996. The Packaged Facts
Report forecasts 13.6% compound annual growth in the market for vitamins,
minerals and other supplements (excluding sports nutrition and diet products),
including 25% compound annual growth in the market for other supplements,
through 2001. Compound annual growth rates from 1992 through 1996 for vitamins,
minerals and other supplements were 8.0%, 5.2% and 41.7%, respectively.

According to Nutrition Business International (NBI) an independent
industry source, consumers spent $3.7 billion on organic foods at retail in the
United States in 1996. NBI projects sales to double to $7.2 billion by decade's
end with average annual growth of 18%. According to Natural Business
Communications LLC, an independent industry source, the annual domestic retail
market for dietary supplements was $6.5 billion in 1997. In the last several
years, the Company believes that public awareness of the positive effects of
dietary supplements on health has been heightened by widely publicized reports
of scientific findings. Recent studies have indicated a correlation between the
regular consumption of selected supplements and reduced incidences of
conditions such as heart disease, cancer, stroke, arthritis, osteoporosis,
mental fatigue and depression and neural tube birth defects. In the opinion of
the Company, the rise of alternative medicine and the holistic health movement
has also contributed to increased sales of dietary supplements.

The Company expects that the aging of the United States population,
together with a corresponding increased focus on preventative health measures,
will result in increased demand for dietary supplement products. According to
the United States Census Bureau, through 2010, the 35-and-older age group of
consumers, which represents a substantial majority of regular users of dietary
supplements, is expected to grow significantly faster than the general United
States population. Based on a national survey indicating that approximately 35%
of Americans consumed supplements on a regular basis in 1996, the Company
believes that there is a large untapped domestic market for dietary
supplements. Industry sources also report that vitamin consumers are taking
more vitamins and nutritional supplements per day than in the past.

The primary channels of distribution in the dietary supplement industry
are: (i) mass market retailers which include drug stores, supermarkets, mass
merchandisers and discount stores; (ii) health

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food stores; (iii) direct sales organizations; and (iv) mail order. Within the
mass market retailer channel, there are three primary vitamin product
categories: national brands, broadline and other brands and private label
brands.

While the retail channel of distribution for dietary supplements has been
consolidating, there has not yet been any significant consolidation among the
companies that manufacture and sell these products. The dietary supplement
industry remains fragmented, and the Company believes that no company controls
more than 10% of the market.

BUSINESS

The Company is engaged in the importing, manufacturing and distribution of
herb products produced from the Amazon rainforests of Peru, Brazil, Paraguay
and Uruguay. The Company conducts its operations from Jupiter, Florida and
maintains warehouse facilities in Bremen, Georgia and Woodbine, Iowa.

The Company has experienced substantial growth in sales and net income in
recent years. From 1992 to 1998, the Company's sales grew from $234,000 to
$2,526,828, while the Company's net income grew from a loss of $98,000 to a
profit of $95,323 during the same period.

PRODUCT DISTRIBUTION/ DIRECT SALES THROUGH INDEPENDENT DISTRIBUTORS

The Company's products are marketed through a network marketing system
exclusively through a sales force of independent associates who are not
employees of the Company. This system was developed by the Company in 1993. As
with most network marketing systems, the Company's Associates purchase products
for retail sale and personal consumption. The Company believes network
marketing is an effective vehicle to distribute the Company's products for the
following reasons: (i) the benefits of the Company's products are more readily
explained on an individual, educational basis, which emphasizes the manner in
which its products work, and is more direct than the use of television and
print advertisements; (ii) direct sales allow for consumers to try the
products; (iii) the impact of Associate and consumer testimonials is enhanced;
and (iv) as compared to other distribution methods, Associates can provide
higher levels of customer service and attention by, among other things,
following up on sales to ensure proper product usage and customer satisfaction,
and encouraging repeat purchases. The network marketing system enables the
Company's independent associates to earn profits by selling Amazon Herb
products on a retail basis to consumers. Associates may also develop their own
associate organizations by sponsoring other "associates" or distributors to do
business in any market where the Company operates, entitling the sponsors to
receive commissions and bonuses on product sales within their downline
organizations. The Company also believes that its network marketing system will
continue to build a base of potential consumers for additional products.

The Company's finished products are packaged only for the network
marketing distribution channel and are not available through retailers. Amazon
Herb's independent associates are not required to pay any sign-up fees or to
buy any kits. The Company encourages Associates to enroll new Associates with
whom the Associates may have an ongoing relationship as a family member,
friend, business associate, neighbor or otherwise.

To become an Amazon Herb associate, a person or entity must enter into a
standard associate agreement with Amazon Herb which obligates that person to
abide by Amazon Herb's policies and procedures. A $50.00 order qualifies an
associate to receive commissions. With the first order, information is sent
which includes all of the materials necessary for an associate to commence
operating his or its distributorship including information about the Company,
product information, support functions, training materials, the profit program,
policies and procedures, order forms, application forms and sales aids. To
remain active a $10.00 annual renewal is required of all associates. The number
of active Amazon Herb associates as of May 1, 1998 was approximately 8,000. An
"active" Amazon Herb distributor is defined to mean any distributor who is
eligible to participate in the Amazon Herb

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business, including all new associates as well as those existing associates who
have renewed their distributorship during the last twelve months.

Amazon Herb processes, fills and ships orders from the Company's
distribution center, usually within a 24 hour period after the order is placed
by the distributor. Amazon Herb allows its customers to return any product, for
any reason, for one year from the date of purchase for a total refund or
replacement. In the event of termination of the relationship between Amazon
Herb and a distributor, Amazon Herb will repurchase from such distributor all
resaleable inventory purchased by such distributor within 12 months of such
termination for 90% of the original net cost to the distributor. The Company
provides for a reserve for such returns, however, to date, such returns have
not been material.

Amazon Herb's success is dependent upon continued sales of its products to
consumers by its distributors and the ongoing recruitment and maintenance of a
motivated, experienced network of distributors. Amazon Herb sponsors and
conducts regional and national conventions in order to educate and recruit
distributors, and employs various technologies and innovations which allow for
fast and efficient communication and service between Amazon Herb, its
distributors and their customers. These include such tools as the monthly
automatic shipping program, which allows products to be regularly shipped each
month directly from Amazon Herb to the end-user. The Company also maintains a
dedicated department to provide information and assistance to distributors. The
Company publishes and distributes a newsletter to inform its distributors of
recent developments and other relevant information and to recognize the
accomplishments of certain distributors.

The Company believes that high quality sales aids play an important role
in the success of Associate efforts. The Company is committed to fully
utilizing current and future technologies to continue to enhance the
effectiveness of direct selling.

Amazon Herb Company is building a website as marketing support for its
distributors, at www.rainforestbio.com. Amazon Herb is investigating the
possibility of using new technologies which would allow the Company's
distributors to access data regarding their downline information. The Company
intends to also offer participation in a stock option plan and stock purchase
plan to distributors who reach certain sales targets.

Management believes that Amazon Herb's network marketing system is ideally
suited to its products which emphasize a healthy lifestyle because sales of
such products are strengthened by ongoing personal contact between retail
consumers and distributors, many of whom use the Company's products themselves.
The Company's network marketing system appeals to a broad cross-section of
people throughout the United States, particularly those seeking to supplement
the family income.

ASSOCIATE PROFIT PLAN

All Associate profits are paid monthly, directly by the Company and are
based on sales of the Company's products. The Company's profit plan integrates
a single downline, or "unilateral" element, with an infinity bonus which adds
additional compensation based upon attainment of certain Associate leadership
levels. The result of this structure is to compensate both Associates in the
early stages of building their business and Associates with more established
organizations, by rewarding Associates for helping the Associates in their
organization to be successful.

The plan is entitled the Amazon Warrior Profit Plan (the "Plan"). An
Associate who purchases at least $50 of Company product is designated as an
"Ambassador" and is paid 10% of the amount purchased by his or her first and
second level Associates. (A first level Associate is a person who is introduced
to the Company by the Ambassador and becomes a "downline" distributor of the
Ambassador. A second level Associate is a person who is sponsored into their
distributorship by the first level Associate). Each person who is directly
sponsored by the Ambassador begins what is known as a "leg" and as that new
Associate directly sponsors new distributors, the leg grows in both length and
width. An Ambassador with three "legs" is paid 10% on all purchases through
three levels, an

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<PAGE>

Ambassador with four "legs" is paid 10% on all purchases through four levels,
and an Ambassador with five "legs" is paid 10% on all purchases through five
levels. An Ambassador with five "legs" is designated a "Five Star Ambassador"
and qualifies for the "Infinity Bonus" which is a percentage of amounts
generated from the sixth level down, regardless of depth. The bonus percentage
varies from 1% to 8% on the sixth level down, which means that an Associate has
the potential to earn as much as 10% on the first five levels, and up to 8% on
all levels beyond the fifth level. In addition, for Ambassadors that reach the
maximum compensation of 8% on the Infinity Bonus, there is a profit sharing
pool of 2% of the Company's monthly sales which is divided among those
Ambassadors.

The Company believes that its profit plan is among the most associate
friendly and financially rewarding plans offered in the industry. Commissions
can reach 60% of finished product sales if Associates reach the highest levels
in the plan. The Company currently expends approximately 40% of finished
product revenues on commissions or approximately 20% of the total revenue.

The ages of the Company's customers varies widely, but approximately 70%
of its customers are between the ages of 30 and 60. The Company markets its
products throughout the United States with Florida, New York, and California
being the Company's largest single markets. To date, the Company has done
little advertising, but hopes to increase its advertising expenditures
substantially. The Company plans to substantially update all Associates'
information and marketing tools.

The retail price of the Company's products range from $15.00 per 100
capsule bottle of Sumaca or Una de Gato to $40.00 for the 8 oz. bottle of
Illumination. The Company also markets a quick start kit consisting of one of
each of the Company's products for $300.00.

PURCHASING OF RAW MATERIALS

The raw materials necessary for the manufacture and production of the
Company's products are gathered by various villages of indigenous people who
reside in the Amazon Rainforest. The majority of the Company's raw materials
originate in Peru. These materials may only be harvested by those holding an
extraction permit issued by the various governments. These raw materials are
gathered, sorted, classified and inspected at a compound in the country of
collection. Although the Company does not own the compound in Peru, the
construction of two buildings on this property were funded from profits derived
from sales of botanicals to the Company, and Management believes that the
continued use of the compound is dependent upon the Company's activities. The
Peruvian compound currently employs 12 people although none of these persons
are employees of the Company.

Once the botanicals have been sorted, cleaned, cut, bundled and validated
as to their authenticity, a sanitary permit must be issued by the appropriate
government before they are shipped. The raw material is then transported by
truck to a seaport where it is shipped to Miami, Florida, and inspected by U.S.
Customs, FDA and U.S. Department of Agriculture. Approximately 60% of the
imported raw materials are used in the production of the Company's proprietary
finished goods and 40% are sold in bulk to third parties. The goods to be
produced by the Company are inspected and tested in Jupiter, Florida. If
acceptable, the raw materials are then sent to contract processing plants in
either Titusville, Florida or Woodbine, Iowa.

MANUFACTURING AND PROCESSING

The Company has no manufacturing facility of its own. Rather, all of its
manufacturing is performed on a contract basis by third party manufacturers.

After the botanicals have been inspected and tested in Jupiter, Florida,
approximately 40% of the raw materials are shipped and sold to third parties
for their own manufacturing and processing. The remaining 60% is sent to one of
two manufacturing facilities for processing. The majority of the contract
manufacturing for the Company is performed at a facility in Woodbine, Iowa and
a lesser amount in Titusville, Florida. At these facilities, the raw material
is cut and ground into powder. Some of the raw

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<PAGE>

material is ground into a course mix which is then sent to a California
facility for packaging into tea bags. The powder is sent to the Company's
warehouse in Georgia where it is stored until needed. It is ultimately finished
by encapsulators in Florida and California who compress the powder into tablets
or capsules, and package the finished products.

The liquefied products are manufactured at the Iowa facility. Here the raw
materials are treated for approximately two weeks and then pressed. The liquid
extract is then bottled and packaged. To a lesser extent, this facility also
performs a dry extraction process. All finished products are warehoused in
Jupiter, Florida.

DESCRIPTION OF KEY PRODUCTS

UNA DE GATO (CAT'S CLAW)

Gathered in the Peruvian Amazon, the bark of this vine is considered by
many to be the most important botanical of our time and has become one of the
most popular botanicals in the market place.

SUMACA

This formula includes four Rainforest herbs: Suma, Maca, Muira Puama, and
Stevia. It naturally delivers a broad range of nutrients, amino acids and
electrolytes. Sumaca is popular among body builders and physical fitness
experts.

STEVIA

This botanical is growing in popularity and is being researched for its
many attributes.

ARCOZON

Arcozon contains the Rainforest's most notable support herbs including Una
de Gato, Pau d'Arco, Suma and Jatoba to aid the body's natural defense ability.

CALMAZON

Passion Flower, Mulungu, and Lemon Balm are blended in this supplement to
assist the body's natural process and support its nutritional needs which may
arise as a result of a stressful environment.

DIGESTAZON

This formula includes Boldo and Peppermint to aid the body's natural
process of digestion and nutritional absorption.

ENVIROZON

This formula includes the following Rainforest botanicals: Jerubeba,
Quebra Pedra, and Una de Gato to facilitate the body's natural ability to
cleanse and restore balance.

LUNAZON

The formula includes Abuta, Suma, and Mulungu and is designed as a female
tonic.

METABAZON

This formula includes Pedra Hume Caa and Pata de Vaca to assist the body's
natural ability to maintain metabolic harmony.

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SHIPIBO TREASURE TEA

Shipibo Treasure Tea is a blend of the Rainforest's favorite botanicals.
Each tea bag contains 3 grams of herbal blend.

SUMACAZON

This formula includes four Rainforest herbs: Suma, Maca, Muira Puama, and
Stevia.

WARRIOR

This formula is used as a multi sport athletic supplement. This formula
includes Amazonia Catuaba, Sarsaparilla, and the famous Brazillian shrub, Muira
Puama.

RECOVAZON

This formula traditionally used after workouts contains Rainforest
Iporuru, Tayuya, and Samambaia.

ILLUMINATION

Illumination is an herbal tonic combination of over 30 of the Rainforest's
best known botanicals.

CUSTOMERS

The Company's customers consist principally of individuals located
throughout the United States, many of whom also sell and distribute the
Company's products. No single customer accounts for five percent (5%) or more
of the Company's sales. The largest concentration of the Company's customers
are in California, Florida and New York. The Company has no plans to market its
products outside the United States in the foreseeable future.

GOVERNMENT REGULATION

The manufacturing, processing, formulating, packaging, labeling and
advertising of the Company's products are subject to regulation by one or more
federal agencies, including the FDA, the Federal Trade Commission (the "FTC"),
the Consumer Products Safety Commission, the United States Department of
Agriculture, the United States Postal Service, the United States Environmental
Protection Agency and the Occupational Safety and Health Administration. These
activities are also regulated by various agencies of the states and localities,
as well as foreign countries, in which the Company's products are sold. In
particular, the FDA regulates the safety, labeling and distribution of dietary
supplements, including vitamins, minerals and herbs, food additives, food
supplements, OTC and prescription drugs and cosmetics. The regulations that are
promulgated by the FDA relating to the manufacturing process are known as
CGMPs, and are different for drug and food products. In addition, the FTC has
overlapping jurisdiction with the FDA to regulate the labeling, promotion and
advertising of vitamins, OTC drugs, cosmetics and foods.

The Dietary Supplement Health and Education Act of 1994 ("DSHEA") was
enacted on October 25, 1994. DSHEA amends the Federal Food, Drug and Cosmetic
Act by defining dietary supplements, which include vitamins, minerals,
nutritional supplements and herbs as a new category of food separate from
conventional food. DSHEA provides a regulatory framework to ensure safe,
quality dietary supplements and the dissemination of accurate information about
such products. Under DSHEA, the FDA is generally prohibited from regulating the
active ingredients in dietary supplements as food additives or as drugs unless
product claims, such as claims that a product may heal, mitigate, cure or
prevent an illness, disease or malady, trigger drug status.

DSHEA provides for specific nutritional labeling requirements for dietary
supplements and final regulations have been published with an October 23, 1997
effective date for the notification to FDA of

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Statements of Nutritional Support and new dietary ingredients, and a March 23,
1999 effective date for the labeling provisions. DSHEA permits substantiated,
truthful and non-misleading statements of nutritional support to be made in
labeling, such as statements describing general well-being resulting from
consumption of a dietary ingredient or the role of a nutrient or dietary
ingredient in affecting or maintaining a structure or function of the body. Any
statement of nutritional support beyond traditional claims must be accompanied
by disclosure that the FDA has not evaluated such statement and that the
product is not intended to cure or prevent any disease. The Company anticipates
that the FDA will finalize CGMPs which are specific to dietary supplements and
require at least some of the quality control provisions contained in the CGMPs
for drugs, which are more rigorous than CGMPs for foods. The Company currently
manufactures its vitamins and nutritional supplement products in compliance
with the applicable food CGMPs.

The Company cannot determine what effect such regulations implementing
DSHEA, which were adopted on September 23, 1997, will have on its business in
the future. Such regulations require expanded and different labeling for the
Company's vitamins and nutritional supplement products and, among other things,
require additional recordkeeping, warnings, notification procedures and
expanded documentation of the properties of certain products and scientific
substantiation regarding ingredients, product claims, safety or efficacy. The
Company believes that it is in material compliance with all applicable laws.

DSHEA created two new governmental bodies, the Office of Dietary
Supplements ("ODS") established within the National Institutes of Health, and
the Presidential Commission on Dietary Supplements ("Commission"). The
Commission which was established for two years to provide recommendations to
the President and Congress for the regulation of supplement labeling and health
claims, including procedures for making disease-related claims, issued its
final report on November 24, 1997. Such report includes findings which are
similar, and different in material respects from the FDA regulations on DSHEA.
Such report further recommends that ODS, which is charged with coordinating
research results and advising the Secretary of Health and Human Services on
supplement regulation, safety and health claims, be funded as authorized by
DSHEA. The Company cannot determine what effect such report will have on its
business in the future, and such report could lead to legislative or regulatory
changes to the final rules promulgated by the FDA under DSHEA.

Although the vitamin and nutritional supplement industry is subject to
regulation by the FDA and local authorities, dietary supplements, including
vitamins, minerals, herbs and nutritional supplements, have now been
statutorily affirmed as a food and not as a drug or food additive. Therefore,
the regulation of dietary supplements is less restrictive than that imposed
upon manufacturers and distributors of drugs or food additives. Unlike food
additives and new drugs, which require regulatory approval of formulation,
safety and labeling, and for drugs, efficacy prior to marketing, dietary
supplement companies are authorized to make substantiated statements of
nutritional support and to market manufacturer-substantiated-as-safe dietary
supplement products without such FDA preclearances. Failure to comply with
applicable FDA requirements can result in sanctions being imposed on the
Company or the manufacturers of its products, including warning letters,
product recalls and seizures, injunctions and criminal prosecutions.

The Company is subject to regulation under various international, state
and local laws which include provisions regulating, among other things, the
operations of direct sales programs. Regulations regarding network marketing
companies are a complexity of overlapping laws which vary from jurisdiction to
jurisdiction. Network sales programs are affected by combinations of business
opportunity statutes, franchise and securities statutes, anti-pyramid statutes,
network distribution statutes, and state lottery statutes, as well as U.S. Post
Office lottery and Federal Trade Commission fraud regulations, among others. In
addition, in the Company's opinion, some regulatory officials seem to have a
negative bias toward the legality of network marketing as a means of
merchandising. Many network marketing programs have been targeted for
prosecution and litigation under a variety of laws, though enforcement of these
statutes and regulations appears selective to the Company. Failure to comply
with the laws of any jurisdiction can result in the loss of the Company's
ability to operate

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therein for indefinite periods of time, and could possibly affect its ability
to operate in other jurisdictions as well. The Company is subject to the risk
that in one or more of its markets, its marketing system could be found not to
be in compliance with applicable regulations. Failure by the Company to comply
with these regulations could have a material adverse effect on the Company and
a particular market or the Company's markets in general.

COMPETITION

The Company is subject to significant competition for the recruitment of
sales personnel and distributors from other network marketing organizations,
including those that market weight management products, food and dietary
supplements and personal care products, as well as other types of network
marketed products. Some of the Company's competitors are substantially larger
and have available considerably greater financial resources than the Company.
The Company's ability to remain competitive depends, in significant part, on
the Company's success in recruiting and retaining distributors through an
attractive compensation plan and other incentives. The Company believes that
its compensation plan, and other incentive programs provide its distributors
with significant earning potential. However, there can be no assurance that the
Company's programs for recruitment and retention of distributors will be
successful.

The business of marketing food and dietary supplement products is highly
competitive. This market segment includes numerous manufacturers, distributors,
marketers, retailers and physicians that actively compete for the business of
consumers both in the United States and abroad. In addition, the market is
highly sensitive to the introduction of new products (including various
prescription drugs) that may rapidly capture a significant share of the market.
As a result, the Company's ability to remain competitive depends in part upon
its successful introduction of new products.

TRADEMARKS AND SERVICE MARKS

The Company's products are packaged under the Company's "private label."
The Company has registered the mark Rainforest Bio-Energetics/registered
trademark/with the United States Patent and Trademark Office. The Company also
intends to apply for trademark or service mark registration for various product
names. The Rainforest Bio-Energetics/registered trademark/ mark is protected
until September 8, 2002.

EMPLOYEES

As of June 30, 1998, the Company had eight full-time employees. These
numbers do not include the Company's distributors, who are considered
independent contractors rather than employees of the Company. The Company
considers its employees relationships to be satisfactory. None of the Company's
employees is a member of any labor union, and the Company has never experienced
any business interruption as a result of any labor disputes.

FACILITIES

In May, 1998 the Company executed a lease for a term of two years
beginning July 15th, 1998 for an office warehouse facility comprising of 5,194
square feet in Jupiter, Florida. The monthly lease payment of this facility is
$4,358. For the previous five years the Company has operated from a 3,000
square foot leased facility in an office warehouse in Jupiter, Florida, having
a monthly rental of $3,402. A 5,000 square foot storage facility in Bremen,
Georgia is leased on a month to month basis at a rate of $300 per month and a
3,000 square foot storage facility in Woodbine, Iowa is leased on a month to
month basis for $450 per month.

29
<PAGE>

MANAGEMENT

The following table sets forth certain information regarding the directors
and executive officers of the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------- ----- ------------------------------------------------
<S> <C> <C>
John H. Easterling .......... 46 President, Chief Executive Officer and Director
Michael J. Perry ............ 44 Vice-President and Director
Elaine O'Dell ............... 41 Vice-President--Bulk Sales and Marketing
Connie Lynch ................ 45 Secretary/Treasurer
Robert S. Kaufman ........... 60 Director
Ted Nicholas ................ 64 Director
Robert Butwin ............... 46 Director
</TABLE>

TERMS OF OFFICE

The directors of the Company hold office until the next annual meeting of
stockholders of the Company or until their successors are elected and duly
qualified. All officers serve at the discretion of the directors.

BUSINESS EXPERIENCE

JOHN H. EASTERLING has served as President, Chief Executive Officer and
Director since the Company's founding in 1990. Mr. Easterling obtained his
Bachelor of Arts degree in Environmental Studies from the University of North
Carolina in 1976. He is a frequent speaker and presenter on health, rainforest
and environmental business issues.

MICHAEL J. PERRY has served as Vice-President and Director since 1992. Mr.
Perry obtained his Bachelor of Arts degree from Georgia State University in
1982, and his MBA from the same university in 1985.

ELAINE O'DELL has served as Vice-President--Bulk Sales and Marketing of
Amazon Herb Company since November, 1995. From January 1993 until September
1995, Ms. O'Dell was a Territory Sales Manager for Galaxy Carpet Mills of
Chatsworth, Georgia.

CONNIE LYNCH has served as Treasurer of Amazon Herb Company since 1996,
and Secretary of the Company since December, 1997. From October 1994 to
September 1996, Ms. Lynch served as an accountant for Kruh Knits, a machine
knitting mail order company in Simsbury, Connecticut. From September 1990 until
August 1993, she was Financial Administrator for Rightair Compressor
Engineering, Inc. of Bloomfield, Connecticut. From July 1980 until July 1990,
Ms. Lynch was the Comptoller for Kenny, Webber, & Lowell, Inc., an insurance
agency in Avon, Connecticut. She attended Central Connecticut State University
in New Britain, Connecticut and Northwestern Community College in Winsted,
Connecticut.

ROBERT S. KAUFMAN has served as a Director of the Company since May, 1998.
Mr. Kaufman has been a shareholder and officer of Kaufman & Young, P.C., a law
firm located in Southern California, since 1989. He received his Juris
Doctorate degree from Southwestern University in 1963 and his Bachelor of Arts
degree from the University of California at Los Angeles (UCLA) in 1959. Mr.
Kaufman served as an Adjunct Professor at Pepperdine Law School from 1991 to
1996. He is a member of the State Bar of California, the American Bar
Association, the American Trial Lawyers Association and the Los Angeles County
Bar Association.

ROBERT BUTWIN has served as a Director of the Company since May, 1998.
From May 1995 until the present, Mr. Butwin has served a Director of Class
Development, Inc. which markets information

30
<PAGE>

products in the field of personal development and also presents marketing and
networking seminars. From May 1995 until the present, Mr. Butwin has served as
a Director of Royal Living, Inc., which provides personal coaching services.
From June 1990 until November 1996, Mr. Butwin served as a Director of Results
by Design, Inc., a company offering personal development training. He was twice
named Distributor of the Year by the Multi-Level Marketing International
Association, the industry's professional organization. He has been a
contributing editor for the professional trade journal UPLINE and has a monthly
column in Money Makers Monthly, an MLM magazine. Mr. Butwin is the author of a
recently published book, Street Smart Networking.

TED NICHOLAS has served as a Director of the Company since May , 1998. Mr.
Nicholas has been the President of Nicholas Direct, Inc. since 1991, which
markets his books, audio and video tapes, newsletter, seminars and other
information products. He is the author of fourteen books relating to direct
marketing, entrepreneurship, and business subjects. Mr. Nicholas consults with
clients regarding marketing and self-publishing.

EXECUTIVE COMPENSATION.

The following table sets forth information as to the compensation paid or
accrued to the President of the Company for the three years ended June 30,
1998. No other officer or director received compensation of at least $100,000
during that time period.

ANNUAL COMPENSATION

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION YEAR SALARY CASH BONUS
- ----------------------------- ------ -------- -----------
<S> <C> <C> <C>
John H. Easterling 1998 83,979 30,575
President, and Director 1997 86,716 39,230
1996 53,694 57,839
</TABLE>

DIRECTORS COMPENSATION

No Compensation has been paid to any directors for service in such
capacity in the past, and no such compensation is presently payable to
directors, but directors may be reimbursed for certain expenses in connection
with attendance at Board and committee meetings. At such time as the Board of
Directors deems appropriate, the Company intends to adopt an appropriate policy
to compensate non-employee directors, in order to attract and retain the
services of qualified non-employee directors.

NUTRITIONAL ADVISORY BOARD MEMBERS

The Company has created a Nutritional Advisory Board. The Board consists
of Gabriel Cousins, M.D., author and physician, Jack Hinze, N.D., a Pharmacist,
and homeopathic teacher, Eric Innes, D.C. a Chiropractic physician, James
Hawver, and Donna Schwontkowski, D.C., an author and master nutritionist. The
purpose of the medical advisory board is to keep the Company informed as to
developments in the nutritional field. None of the members are compensated for
serving on the board. Donna Schwontkowski receives reimbursement and a small
stipend from the Company for various research activities.

The Company has entered into a consulting agreement with a non-affiliated
company, Media Consulting, Inc. to provide marketing and copyrighting services.
Compensation is based on performance, and consists of options to acquire a total
of 150,000 shares of common stock as follows: an option for 50,000 shares
granted and vested as of November 21, 1998, at an exercise price of $5.50;
options for 50,000 shares granted at an exercise price of $5.50 per share,
vesting when the Company achieves sales of $1.5 million in any fiscal quarter;
and the final options for 50,000 shares, which will be granted when the Company
achieves sales of $1.5 million in any fiscal quarter, exercisable at the fair
market value on the date of the grant, and vesting when the Company achieves
sales of $3 million in any fiscal quarter. The term of each option is three
years from the date of vesting, or upon termination of the Consulting Agreement,
whichever occurs first. In the event that the sales criteria is not reached
within certain time periods, then the options shall expire.

31
<PAGE>

The Company has also entered into a consulting agreement with a
non-affiliated company, Success Strategies, Inc. to provide consulting services
related to network marketing promotion and strategic planning relating to its
network managing distribution system. Compensation is based on performance and
consists of options to acquire an aggregate of 150,000 shares of common stock of
the Company as follows: an option for 50,000 shares granted and vested as of
November 16, 1998, at an exercise price of $5.50; options for 50,000 shares
granted at an exercise price of $5.50 per share, vesting when the Company
achieves sales of $1.5 million in any fiscal quarter; and the final options for
50,000 shares, which will be granted when the Company achieves sales of $1.5
million in any fiscal quarter, exercisable at the fair market value on the date
of the grant, and vesting when the Company achieves sales of $3 million in any
fiscal quarter. The term of each option is three years from the date of vesting,
or upon termination of the Consulting Agreement, whichever occurs first. In the
event that the sales criteria is not reached within certain time periods, then
the options shall expire.

1998 STOCK OPTION PLAN

The Company's 1998 Stock Option Plan (the "1998 Option Plan") was adopted
by the Board of Directors and a majority of the shareholders of the Company on
May 1, 1998. A total of 1,000,000 shares of Common Stock are reserved for
issuance under the 1998 Option Plan. The 1998 Option Plan provides for the
granting to participants (including officers, advisors, consultants and
directors) of nonstatutory stock options. The 1998 Option Plan may be
administered by the Board of Directors or a committee of the Board of Directors
(the "Administrator"), which committee shall satisfy the applicable
requirements of Section 16 of the Exchange Act and the Code. The Administrator
determines the terms of options granted under the 1998 Option Plan, including
the number of shares subject to the option, exercise price, term and the rate
at which the options become exercisable. The exercise price of all stock
options granted under the 1998 Option Plan must be at least equal to the fair
market value of the Common Stock of the Company on the date of grant.

The term of all options may not exceed ten years. If not terminated
earlier, the 1998 Option Plan will terminate on May 1, 2008.

The Administrator has the authority to amend, and the Board has the
authority to terminate the 1998 Option Plan as long as such action does not
adversely affect any outstanding options.

32
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of the date of this
Prospectus, regarding ownership of the Company's Common Stock (i) by each
person known by the Company to be the beneficial owner of more than 5% of the
Company's outstanding Common Stock, (ii) by each director of the Company, (iii)
by certain related stockholders, and (iv) by all executive officers and
directors of the Company as a group. All persons named have sole voting and
investment power with respect to such shares, subject to community property
laws, and except as otherwise noted.

<TABLE>
<CAPTION>
PERCENT BENEFICIALLY OWNED
--------------------------
NUMBER OF BEFORE AFTER
NAME OF SHAREHOLDER(1) SHARES OWNED OFFERING OFFERING(2)
- ----------------------------------------------------------- ---------------- ---------- ------------
<S> <C> <C> <C>
John H. Easterling(3) ..................................... 1,700,000 62.2% 54.5%
1002 Jupiter Park Lane
Jupiter, Florida 33458

Michael J. Perry .......................................... 150,000 5.5% 4.8%
1002 Jupiter Park Lane
Jupiter, Florida 33458

Barbara Ann Doan .......................................... 140,000 5.1% 4.5%
6430 Vernon Woods
Atlanta, Georgia 30328

Elaine O'Dell ............................................. 40,400 1.5% 1.3%
1002 Jupiter Park Lane
Jupiter, Florida 33458

Connie Lynch .............................................. 400 * *
1002 Jupiter Park Lane
Jupiter, Florida 33458

Robert S. Kaufman ......................................... 390,000(4) 14.3% 12.5%
121 South Beverly Blvd.
Beverly Hills, CA 90212

All officers and directors as a group (5 persons) ......... 1,850,800 83.5% 73.1%
</TABLE>
- ----------------
* Less than 1%.
(1) See table under "Management of the Company" for offices and directorships
held by the persons listed hereunder.
(2) Assumes issuance of the maximum number of shares in the offering (380,000).
(3) 1,580,000 of the shares are owned indirectly by John H. Easterling through
Evergreen Natural Success Group Ltd. and Evergreen Natural Trust.
(4) Includes shares owned by Mr. Kaufman's IRA.

33
<PAGE>

DESCRIPTION OF SECURITIES

The following description is a summary and is qualified in its entirety by
the provisions of the Company's Articles of Incorporation and Bylaws, copies of
which have been filed as exhibits to the Registration Statement of which this
Prospectus is a part.

COMMON STOCK

GENERAL. The Company is authorized to issue 8,000,000 shares of Common
Stock, $.01 par value per share. At May 1, 1998, there were 2,733,200 shares
issued and outstanding. All shares of Common Stock outstanding are validly
issued, fully paid and non-assessable.

VOTING RIGHTS. Each share of Common Stock entitles the holder thereof to
one vote, either in person or by proxy, at meetings of shareholders. The
holders are not permitted to vote their shares cumulatively. Accordingly, the
holders of Common Stock holding, in the aggregate, more than fifty percent
(50%) of the total voting rights can elect all of the directors of the Company.

DIVIDEND POLICY. All shares of Common Stock are entitled to participate
ratably in dividends when and as declared by the Company's Board of Directors
out of the funds legally available therefore and subject to the rights, if any,
of the holders of outstanding shares of preferred stock. Any such dividends may
be paid in cash, property or additional shares of Common Stock. The Company has
not paid any dividends since its inception and presently anticipates that all
earnings, if any, will be retained for development of the Company's business
and that no dividends on the shares of Common Stock will be declared in the
foreseeable future. Any future dividends will be subject to the discretion of
the Company's Board of Directors and will depend upon, among other things,
future earnings, the operating and financial condition of the Company, its
capital requirements, general business conditions and other pertinent facts.
Therefore, there can be no assurance that any dividends on the Common Stock
will be paid in the future.

MISCELLANEOUS RIGHTS AND PROVISIONS. Holders of Common Stock have no
preemptive or other subscription rights, conversion rights, redemption or
sinking fund provisions. In the event of the dissolution, whether voluntary or
involuntary, of the Company, each share of Common Stock is entitled to share
ratably in any assets available for distribution to holders of the equity of
the Company after satisfaction of all liabilities and payment of the applicable
liquidation preference of any outstanding shares of Preferred Stock.

CERTAIN PROVISIONS OF FLORIDA LAW AND OF THE COMPANY'S ARTICLES OF
INCORPORATION AND BYLAWS. The Company's Articles of Incorporation and Bylaws
require the Company to indemnify its directors and officers to the fullest
extent permitted by Florida law. Florida law presently provides that in the
case of a nonderivative action (that is, an action other than by or in the
right of a corporation to procure a judgment in its own favor), a corporation
has the power to indemnify any person who was or is a party or is threatened to
be made a party to any proceeding by reason of the fact that the person is or
was an agent of the corporation, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with the proceeding if that person acted in good faith and in a manner the
person reasonably believed to be in the best interests of the corporation and,
in the case of a criminal proceeding, had no reasonable cause to believe that
the conduct of the person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent does not, of itself, create a presumption that the person did
not act in good faith and in a manner that the person reasonably believed to be
in the best interests of the corporation or that the person had reasonable
cause to believe that the person's conduct was unlawful.

With respect to derivative actions, Florida law provides that a
corporation has the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action by
or in the right of the corporation to procure a judgment in its favor by reason
of the fact that the person is or was an agent of the corporation, against
expenses actually and

34
<PAGE>

reasonably incurred by that person in connection with the defense or settlement
of the action if the person acted in good faith, in a manner the person
believed to be in the best interests of the corporation and its shareholders.
Indemnification is not permitted to be made in respect of any claim, issue, or
matter as to which the person shall have been adjudged to be liable to the
corporation in the performance of that person's duty to the corporation and its
shareholders, unless and only to the extent that the court in which the
proceeding is or was pending determines that, in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for
expenses, and then only to the extent that the court shall determine.

TRANSFER AGENT. Boston Equiserve Limited Partnership, Shareholder
Services, 620 Herndon Parkway, Suite 200, Herndon, Virginia 22070, has been
appointed the transfer agent of the Company's Common Stock and Preferred Stock.

35
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the offer and sale of the maximum number of shares
offered hereby, the Company will have outstanding 3,113,200 shares of Common
Stock. The 380,000 shares of Common Stock sold in this offering will be freely
tradable without restrictions under the Securities Act, except for any shares
held by an "affiliate" of the Company, which will be subject to the resale
limitations of Rule 144 under the Securities Act.

All of the 2,733,200 shares of Common Stock currently outstanding are
"restricted securities" within the meaning of Rule 144 promulgated under the
Securities Act, and may not be sold except in compliance with the registration
requirements of the Securities Act or an applicable exemption under the
Securities Act, including an exemption pursuant to Rule 144 thereunder.

In general, under Rule 144 as currently in effect, any affiliate of the
Company and any person (or persons whose sales are aggregated) who has
beneficially owned his or her restricted shares for at least one year, is
entitled to sell in the open market within any three-month period a number of
shares of Common Stock that does not exceed the greater of (i) 1% of the then
outstanding shares of the Company's common stock, or (ii) the average weekly
trading volume in the Common Stock during the four calendar weeks preceding
such sale. Sales under Rule 144 are also subject to certain limitations on
manner of sale, notice requirements, and availability of current public
information about the Company. Non-affiliates of the Company who have held
their restricted shares for one year are entitled to sell their shares under
Rule 144 without regard to any of the above limitations, provided they have not
been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited
resales of certain restricted securities of any issuer provided that the
purchaser is an institution that owns and invests on a discretionary basis at
least $100 million in securities or is a registered broker-dealer that owns and
invests $10 million in securities. Rule 144A allows the existing stockholders
of the Company to sell their shares of Common Stock to such institutions and
registered broker-dealers without regard to any volume or other restrictions.
Unlike under Rule 144, restricted securities sold under Rule 144A to
nonaffiliates do not lose their status as restricted securities.

As a result of the provisions of Rule 144, all of the restricted
securities could be available for sale in the public market beginning 90 days
after the date of this Prospectus.

Prior to this offering, no public market for the Company's securities has
existed. Following this offering, no predictions can be made of the effect, if
any, of future public sales of restricted securities or the availability of
restricted securities for sale in the public market. Moreover, the Company
cannot predict the number of shares of Common Stock that may be sold in the
future pursuant to Rule 144 because such sales will depend on, among other
factors, the market price of the Common Stock and the individual circumstances
of the holders thereof. The availability for sale of substantial amounts of
Common Stock under Rule 144 could adversely affect prevailing market prices for
the Company's securities.

36
<PAGE>

PLAN OF DISTRIBUTION

The Company is offering to sell, on a best efforts basis, up to 380,000
newly issued shares of its Common Stock at $5.50 per share.

The Company is offering two programs to investors to encourage purchases
of larger quantities of stock:

1. Purchase Inducement. For each properly completed Share Purchase
Agreement, attached hereto as Appendix A, to purchase at least 500 shares
offered hereby, accompanied by full payment received by the Company, the
Company will issue a $100 gift certificate, redeemable for finished products
from the Company.

2. Volume Purchase Discount. In addition to the $100 gift certificate
above, the Company will offer the following volume purchase discounts for all
persons purchasing the following numbers of shares of the Company's Common
Stock to be registered in a single name:

<TABLE>
<CAPTION>
NUMBER OF SHARES DISCOUNT
- -------------------------------- ---------
<S> <C>
2,000-4,999 ............ 3.0%
5,000-9,999 ............ 5.0%
10,000-99,999 ........... 8.0%
100,000 or more .......... 13.0%
</TABLE>

This offering is being made directly by the Company through written
announcements, under the direction of John H. Easterling, the Company's
President and CEO. The Company will publish announcements of the offering in
its catalogs, newsletters and Internet website, and will mail and e-mail copies
of the announcement to its shareowners, customers and inquirers. The
announcements will provide the very limited information permitted under
applicable securities laws and will give the Company's telephone number,
mailing address and e-mail address for requesting this Prospectus. Similar
announcements will be published in other selected media and mailed to other
selected individuals. The Prospectus will be accompanied by a Share Purchase
Agreement, attached hereto as Appendix A, and a return envelope. The electronic
prospectus will be available on line at the Company's website with an
electronic Share Purchase Agreement. Assistance in connection with the offering
will be available from the selling agents, if any; from John H. Easterling,
President of the Company and Michael J. Perry, the Company's Shareholder
Relations Coordinator.

Management, principal shareholders or their affiliates may purchase shares
in the offering to reach the minimum offering amount. Any such purchases will
be on the same terms and conditions as public investors.

Compensation will be paid only to any registered securities broker-dealer
selected by the Company as a selling agent, and then only as a percent of the
offering price. No compensation related to sales of shares will be paid to any
employees of the Company. The Company will indemnify the selling agents against
liabilities for claimed misstatements or omissions in this Prospectus.

Only residents of those states in which the Common Stock offered hereby
has been qualified for sale under applicable securities or Blue Sky laws may
purchase shares in this offering. Each potential investor will be required to
execute a Share Purchase Agreement, attached hereto as Appendix A, which, among
other things, requires the potential investor to certify his or her state of
residence. A potential investor who is a resident of a state other than a state
in which the Common Stock offered hereby has been qualified for sale may
request that the Company register the shares in the state in which such
investor resides; however, the Company is under no obligation to do so and may
refuse any such request.

Shares may be purchased by completing and delivering the Company's Share
Purchase Agreement, attached hereto as Appendix A, along with the purchase
price by check to the Escrow Agent. Within

37
<PAGE>

10 days after its receipt of a Share Purchase Agreement accompanied by a check
for the purchase price, the Escrow Agent will send by electronic mail or first
class mail a written confirmation to notify the subscriber of the extent, if
any, to which such subscription has been accepted by the Company.

In addition, investors will be able to obtain Share Purchase Agreements on
the Internet at the Company's website.

The offering will begin on the date of this Prospectus and continue until
either all of the Shares have been sold or the Company terminates the offering.

LEGAL MATTERS

The validity of the securities being offered hereby will be passed upon
for the Company by Hackney & Miller, P.A., Palm Beach Gardens, Florida.

EXPERTS

The Financial Statements of the Company for the period June 30, 1996 to
June 30, 1997 and June 30, 1997 to June 30, 1998 and for the period ended
therein, have been included in this Prospectus in reliance upon the report
appearing elsewhere herein, of Bernard J. Donth, C.P.A. independent certified
public accountants, and upon the authority of said independent certified public
accountants as experts in accounting and auditing.

AVAILABLE INFORMATION

Amazon Herb Company, a Florida corporation (the "Company") has filed with
the Commission a Registration Statement on Form SB-2 (Registration No.
333-56893) under the Securities Act for the registration of the shares of
Common Stock offered hereby. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and exhibits and schedules thereto for further
information with respect to the Company and the securities to which this
Prospectus relates. Statements made herein concerning the provisions of any
document are not necessarily complete and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration Statement.
Each such statement is qualified in its entirety by such reference. Items of
information omitted from this Prospectus but contained in the Registration
Statement may be inspected without charge at the Public Reference Room of the
Commission, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, at
prescribed rates.

Upon consummation of the offering of the Common Stock, the Company will
become subject to the informational requirements of the Securities Exchange Act
of 1934, as amended, and in accordance therewith will file reports and other
information with the Commission. Such reports and other information can be
inspected at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the
Commission's New York Regional Office, 26 Federal Plaza, New York, New York
10007, and its Chicago Regional Office, Everett McKinley Dirksen Building, 219
South Dearborn Street, Room 1204, Chicago, Illinois 60604. Copies of such
material can be obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549, at prescribed rates. The Commission also makes
electronic filings publicly available on the Internet within 24 hours of
acceptance. The Commission's Internet address is http://www.sec.gov. The
Commission website also contains reports, proxy and information statements, and
other information regarding registrants that file electronically with the
Commission.

The Company intends to deliver annual reports to the holders of its
securities, which will contain, among other information, audited financial
statements examined and reported upon by its independent certified public
accountants.

38
<PAGE>

AMAZON HERB COMPANY

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Report of Independent Accountants .................................................... F-2

Balance Sheet as of June 30, 1998 and as of June 30, 1997 ............................ F-3

Statement of Operations for the years ended June 30, 1998 and June 30, 1997 .......... F-4

Statement of Stockholders' Equity for the years ended June 30, 1998 and June 30, 1997 F-5

Statement of Cash Flows for the years ended June 30, 1998 and June 30, 1997 .......... F-6

Notes to Financial Statements for the years ended June 30, 1998 and June 30, 1997 .... F-7

Balance Sheet as of October 31, 1998 and October 31, 1997 (unaudited) ................ F-12

Statement of Income and Retained Earnings for the four months ended
October 31, 1998 and October 1997 (unaudited) ....................................... F-13

Statement of Stockholders' Equity for the for the four months ended
October 31, 1998 and October 1997 (unaudited) ....................................... F-14

Statement of Cash Flows for the for the four months ended
October 31, 1998 and October 1997 (unaudited) ....................................... F-15

Notes to Financial Statements for the four months ended
October 31, 1998 and October 1997 (unaudited) ....................................... F-16
</TABLE>

F-1
<PAGE>

BERNARD J. DONTH
CERTIFIED PUBLIC ACCOUNTANT
2560 RCA BOULEVARD
SUITE 108
PALM BEACH GARDENS, FLORIDA 33410

MEMBER TELEPHONE (561) 626-7338
AMERICAN INSTITUTE OF FAX (561) 627-4128
CERTIFIED PUBLIC ACCOUNTANTS
FLORIDA INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
Amazon Herb Company
Jupiter, Florida

We have audited the accompanying balance sheets of Amazon Herb Company (a
Florida Corporation) as of June 30, 1998 and June 30, 1997, and the related
statements of income, retained earnings, stockholders' equity, and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Amazon Herb Company as of
June 30, 1998 and June 30, 1997, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

BERNARD J. DONTH, C.P.A.
August 21, 1998

F-2
<PAGE>

AMAZON HERB COMPANY

BALANCE SHEET

JUNE 30, 1998 AND JUNE 30, 1997

<TABLE>
<CAPTION>
JUNE 30,
---------------------------
1998 1997
-------------- ----------
<S> <C> <C>
ASSETS
Current Assets:
Cash .................................................................... $ 76,825 $ 18,154
Accounts receivable--trade .............................................. 276,122 169,394
Other receivables ....................................................... -0- 20,674
Inventory ............................................................... 719,667 594,368
Prepaid expenses ........................................................ 10,090 1,140
---------- --------
Total current assets ................................................... 1,082,704 803,730
---------- --------
Property and equipment ................................................... 79,714 95,442
Less accumulated depreciation ........................................... 78,201 90,749
---------- --------
1,513 4,693
---------- --------
Other Assets:
Deposits ................................................................ 21,244 4,607
Start up costs (net of accumulated amortization of $8,612) .............. -0- 1,110
---------- --------
21,244 5,717
---------- --------
Total Assets ............................................................. $1,105,461 $814,140
========== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts payable ........................................................ $ 155,331 $110,288
Accrued expenses ........................................................ 2,697 6,441
Current income taxes payable ............................................ 6,782 40,158
Line of credit .......................................................... 150,000 -0-
Current maturities of long-term debt .................................... 2,296 7,053
Customer deposits ....................................................... 221 -0-
---------- --------
Total current liabilities .............................................. 317,327 163,940
---------- --------
Long-term debt, less current maturities .................................. -0- 2,296
---------- --------
Stockholder's equity:
Common stock, $.01 par value, 8,000,000 shares authorized, 2,733,200
shares issued and outstanding ......................................... 27,332 27,332
Preferred stock, $1.00 par value, 2,000,000 shares authorized, -0- shares
issued and outstanding ................................................ -0- -0-
Additional paid-in capital .............................................. 577,768 477,768
Offering costs .......................................................... (55,093) -0-
Retained earnings ....................................................... 238,127 142,804
---------- --------
Total Stockholder's equity ............................................. 788,134 647,904
---------- --------
Total Liabilities & Stockholder's equity ................................. $1,105,461 $814,140
========== ========
</TABLE>

The accompanying notes and independent auditor's report
should be read with this financial statement.

F-3
<PAGE>

AMAZON HERB COMPANY

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEARS ENDED JUNE 30, 1998 AND JUNE 30, 1997

<TABLE>
<CAPTION>
JUNE 30,
---------------------------------
1998 1997
--------------- ---------------
<S> <C> <C>
Sales ................................................ $ 2,526,828 $ 2,377,528
----------- -----------
Cost of sales ........................................ 1,082,672 1,031,670
----------- -----------
Gross profit ....................................... 1,444,156 1,345,858
----------- -----------
Expenses:
General and administration .......................... 1,291,300 1,192,135
Interest ............................................ 3,050 14,528
Depreciation and Amortization ....................... 7,480 7,398
----------- -----------
1,301,830 1,214,061
----------- -----------
Income from operations ............................. 142,326 131,797
----------- -----------
Other Income:
Interest ............................................ 3 152
----------- -----------
Net income before income taxes ..................... 142,329 131,949
----------- -----------
Income taxes:
Current ............................................. 47,006 40,158
Deferred ............................................ -0- -0-
----------- -----------
47,006 40,158
----------- -----------
Net income ......................................... 95,323 91,791
Retained earnings--beginning of year ................. 142,804 51,013
----------- -----------
Retained earnings--end of year ....................... $ 238,127 $ 142,804
=========== ===========
Earnings per common share ............................ $ .0349 $ .0336
=========== ===========
Earnings per common share--assuming dilution ......... $ .0342 $ .0330
=========== ===========
</TABLE>

The accompanying notes and independent auditor's report
should be read with this financial statement.

F-4
<PAGE>

AMAZON HERB COMPANY

STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED JUNE 30, 1998 AND JUNE 30, 1997

<TABLE>
<CAPTION>
ADDITIONAL
COMMON COMMON PAID-IN OFFERING RETAINED
SHARES STOCK CAPITAL COSTS EARNINGS TOTAL
--------------- ------------ ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balances, June 30, 1996 ............... 6,680,000 $ 66,800 $372,000 $ -0- $ 51,013 $ 489,813
Affect on capital structure:
Issuance of stock ..................... 153,000 1,530 64,770 -0- -0- 66,300
Net income ............................ -0- -0- -0- -0- 91,791 91,791
Balances, June 30, 1997 ............... 6,833,000 $ 68,330 $436,770 $ -0- $142,804 $ 647,904
Affect on capital structure:
1 for 2.5 reverse stock split ......... (4,099,800) (40,998) 40,998 -0- -0- -0-
Issuance of stock options ............. -0- -0- 100,000 -0- -0- 100,000
Offering expenses paid ................ -0- -0- -0- (55,093) -0- (55,093)
Net Income ............................ -0- -0- -0- -0- 95,323 95,323
---------- --------- -------- --------- -------- ---------
Balances, June 30, 1998 ............... 2,733,200 $ 27,332 $577,768 $ (55,093) $238,127 $ 788,134
========== ========= ======== ========= ======== =========
</TABLE>

The accompanying notes and independent auditor's report
should be read with this financial statement

F-5
<PAGE>

AMAZON HERB COMPANY

STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30, 1998 AND JUNE 30, 1997

<TABLE>
<CAPTION>
JUNE 30,
----------------------------
1998 1997
------------- ------------
<S> <C> <C>
Cash flows from operating activities
Net income ............................................................. $ 95,323 $ 91,791
Adjustments to reconcile net income to net cash used by operations
Depreciation and amortization (including capitalized amounts) ......... 7,480 7,398
(Increase) decrease in:
Accounts receivable (net) ............................................ (106,728) (88,015)
Inventory ............................................................ (125,299) 160,945
Prepaid expenses ..................................................... (8,950) 238
Other receivables .................................................... 20,674 (20,674)
Deposits ............................................................. (16,637) -0-
Increase (decrease) in:
Accounts payable ..................................................... 45,043 (49,027)
Accrued expenses ..................................................... (3,744) (15,071)
Current income taxes payable ......................................... (33,376) 2,621
Customer deposits .................................................... 221 -0-
Loans from stockholder ............................................... -0- (54,159)
---------- ----------
Net cash provided (used) by operating activities .................... $ (125,993) $ 36,047
---------- ----------
Cash flows from investing activities
Purchases of property and equipment .................................... (3,477) (621)
Dispositions of property and equipment ................................. 287 -0-
---------- ----------
Net cash used by investing activities ............................... (3,190) (621)
---------- ----------
Cash flows from financing activities
Disbursements for offering costs ....................................... (55,093) -0-
Proceeds from additional paid-in capital ............................... 100,000 64,770
Proceeds from issuance of common stock ................................. -0- 1,530
New borrowings:
Long-term ............................................................. -0- -0-
Short-term ............................................................ 150,000 20,000
Debt-reduction:
Long-term ............................................................. (7,053) (7,395)
Short-term ............................................................ -0- (109,812)
---------- ----------
Net cash provided (used) by financing activities .................... 187,854 (30,907)
---------- ----------
Net increase in cash ................................................ 58,671 4,519
Cash at beginning of year ............................................... 18,154 13,635
---------- ----------
Cash at end of year ..................................................... $ 76,825 $ 18,154
========== ==========
</TABLE>

The accompanying notes and independent auditor's report
should be read with this financial statement.

F-6
<PAGE>

AMAZON HERB COMPANY

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 1998 AND JUNE 30, 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BUSINESS ACTIVITY

The Company imports, processes and sells herbs and herbal extracts. They
also operate a network marketing business to assist in these sales.

BASIS OF ACCOUNTING

The Company uses the accrual basis of accounting for financial statement
and income tax reporting purposes. Revenues are recognized and billed when
sales are ordered and shipped.

INVENTORY

Inventory is stated at the lower of cost or market. Cost is determined by
the first-in, first-out method, and market represents the lower of replacement
cost or estimated net realizable value.

DEPRECIATION

Property and equipment are stated at cost. Depreciation is computed under
the modified accelerated cost recovery system. Use of the modified accelerated
cost recovery system approximates generally accepted accounting principles. No
material variance is produced between the use of this method.

CASH

The Company considers all short term investments with an original maturity
of three months or less to be cash equivalents.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

EARNINGS PER SHARE

In February 1997, the Financial Accounting Standards Board isssued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("FAS
128") which is effective for interim and annual financial statements for
periods ending after December 15, 1997. Under FAS 128, basic and diluted
earnings per share are to be presented.

Basic earnings per share is computed by dividing income available to
common shareholders by the weighted average number of common shares outstanding
in the period. Diluted earnings per share takes into consideration common
shares outstanding (computed under basic earnings per share) and potentially
dilutive common shares.

F-7
<PAGE>

AMAZON HERB COMPANY

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

JUNE 30, 1998 AND JUNE 30, 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:--(CONTINUED)
OFFERING EXPENSES

The company's offering expenses related to its direct public offering are
reflected on the balance sheet in the stockholders equity section as a
reduction of capital investment. These expenses offset future capital inflows
from the public offering. If the public offering is not successful, these
expenses will be written off against income.

INCOME TAXES

Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due. No provision for
deferred taxes has been made since there are no timing differences reported for
financial statement and income tax purposes.

2. ACCOUNTS RECEIVABLE:

Management considers all accounts receivable to be collectible. Thus, no
allowance for uncollectibles has been established in these financial
statements.

3. INVENTORY:

The inventory consists of the following:

<TABLE>
<CAPTION>
JUNE 30,
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
Raw materials ............. $593,870 $466,724
Finished products ......... 125,797 127,644
-------- --------
$719,667 $594,368
======== ========
</TABLE>

4. PROPERTY AND EQUIPMENT:

Property and Equipment consists of the following:

<TABLE>
<CAPTION>
JUNE 30,
---------------------
1998 1997
--------- ---------
<S> <C> <C>
Furniture and fixtures ......... $ 1,762 $ 2,217
Equipment ...................... 77,953 93,225
------- -------
$79,715 $95,442
======= =======
</TABLE>

F-8
<PAGE>

AMAZON HERB COMPANY

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

JUNE 30, 1998 AND JUNE 30, 1997

5. LONG-TERM DEBT:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
JUNE 30,
---------------------
1998 1997
--------- ---------
<S> <C> <C>
Note payable to bank, payable in monthly installments of $224,
including interest at 14.25%. ............................... $2,296 $4,484
Note payable to bank, payable in monthly installments of $224,
including interest. ......................................... -0- 1,726
Note payable to bank, payable in monthly installments of $513,
including interest. ......................................... -0- 3,139
------ ------
2,296 9,349
Less current maturities ...................................... 2,296 7,053
------ ------
$ -0- $2,296
====== ======
</TABLE>

Annual requirements to amortize long-term debt are as follows:

<TABLE>
<CAPTION>
JUNE 30,
--------------------
YEAR ENDED JUNE 30 1998 1997
- ------------------------- -------- ---------
<S> <C> <C>
1998 ............... $ $7,053
1999 ............... 2,296 2,296
2000 ............... -0- -0-
2001 ............... -0- -0-
2002 ............... -0- -0-
2003 ............... -0- -0-
Thereafter ......... -0- -0-
------ ------
$2,296 $9,349
====== ======
</TABLE>

6. STOCKHOLDERS' EQUITY:

During the year ended June 30, 1997 the company issued 153,000 additional
shares of stock for a total of $66,300. This amount included common stock and
additional paid-in-capital.

During the year ended June 30, 1998 the company authorized a 1 for 2.5
reverse stock split, reducing the number of outstanding common shares from
6,833,000 to 2,733,200. The stock split has been retroactively reflected in
these financial statements. In addition, the company created a class of
preferred stock and authorized 2,000,000 shares. As of June 30, 1998 there were
no outstanding shares of preferred stock. During the year the company incurred
$55,093 of offering costs related to its pursuit of becoming a publicly held
company. As of June 30 the registration statement filed with the Securities &
Exchange Commission had not been declared effective and no stock had been
authorized for sale.

On May 1, 1998 the company adopted a Stock Option Plan. This plan
authorized a maximum number of common shares which may be issued of 1,000,000.
The total number of common shares with

F-9
<PAGE>

AMAZON HERB COMPANY

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

JUNE 30, 1998 AND JUNE 30, 1997

6. STOCKHOLDERS' EQUITY:--(CONTINUED)

respect to which stock options may be granted to any participant during any
year will not exceed 100,000 shares. The term of all options may not exceed ten
years. If not terminated earlier, the 1998 Stock Option Plan will terminate on
May 1, 2008.

On May 1, 1998 the company sold 50,000 stock options at $2 per option. For
every option owned the owner is entitled to buy one share of common stock of
the company for $2 per share making the effective price $4 per share. These
options expire March 31, 2001.

7. LEASING ARRANGEMENTS:

During the year ended June 30, 1997 the Company leased its office and
storage facility under three (3) two-year leases. The leases began April 1,
1997 and expire March 31, 1999. The monthly rent including sales tax on these
leases is $3,402. During the year ended June 30, 1998 the Company entered into
a lease at a new office and storage facility under a two-year lease. The lease
begins July 15, 1998 and expires July 14, 2000. The monthly rent including
sales tax on this lease is $4,359. The lease provides for CPI adjustments after
year one. The following is a schedule of future rental payments as of June 30,
1998 and June 30, 1997.

<TABLE>
<CAPTION>
JUNE 30,
------------------------
YEAR ENDED JUNE 30 1998 1997
- -------------------- ----------- ----------
<S> <C> <C>
1998 .......... $ -0- $40,824
1999 .......... 52,308 30,618
2000 .......... 52,308 -0-
-------- -------
$104,616 $71,442
======== =======
</TABLE>

8. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

INTEREST AND INCOME TAXES PAID

Cash paid for interest and income taxes during the years ended June 30,
1998 and June 30, 1997 were as follows:

<TABLE>
<CAPTION>
JUNE 30,
----------------------
1998 1997
--------- ----------
<S> <C> <C>
Interest ............. $ 3,050 $14,528
======= =======
Income taxes ......... $80,382 $37,537
======= =======
</TABLE>

9. FINANCIAL INSTRUMENTS:

CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of temporary cash investments
and trade accounts receivables. The Company places its

F-10
<PAGE>

AMAZON HERB COMPANY

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

JUNE 30, 1998 AND JUNE 30, 1997

9. FINANCIAL INSTRUMENTS:--(CONTINUED)

temporary cash investments with financial institutions and limits the amount of
credit exposure to any one financial institution. Concentrations of credit risk
with respect to trade receivables are limited due to the large number of
customers comprising the Company's customer base and their dispersion across
different geographic areas. As of June 30, 1998 and June 30, 1997, the Company
had no significant concentrations of credit risk.

10. EARNINGS PER SHARE:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED JUNE 30,
----------------------------------------------------------------------------------
1998 1997
----------------------------------------- ----------------------------------------
INCOME SHARES PER-SHARE INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
------------- --------------- ----------- ------------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Income available to
common stockholders ......... $95,323 2,733,200 $ .0349 $91,791 2,733,200 $ .0336
======= ========= ======= ======= ========= =======
Diluted EPS:
Income available to
common stockholders &
assumed conversions ......... $95,323 2,783,200 $ .0342 $91,791 2,783,200 $ .0330
======= ========= ======= ======= ========= =======
</TABLE>

F-11
<PAGE>

AMAZON HERB COMPANY

BALANCE SHEET

(UNAUDITED)

OCTOBER 31, 1998 AND OCTOBER 31, 1997

<TABLE>
<CAPTION>
OCTOBER 31,
---------------------------
1998 1997
-------------- ----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash .................................................................... $ 20,134 $ 66,452
Accounts receivable--trade .............................................. 236,448 144,272
Inventory ............................................................... 878,831 542,729
Prepaid expenses ........................................................ 3,417 3,836
---------- --------
Total current assets ................................................... 1,138,830 757,289
---------- --------
Property and equipment ................................................... 94,381 95,862
Less accumulated depreciation ........................................... 79,038 91,853
---------- --------
15,343 4,009
---------- --------
Other Assets:
Deposits ................................................................ 24,109 4,032
Start up costs (net of accumulated amortization of $8,664) .............. -0- 738
---------- --------
24,109 4,770
---------- --------
Total Assets ............................................................. $1,178,282 $766,068
========== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts payable ........................................................ $ 240,315 $ 54,171
Accrued expenses ........................................................ 2,463 1,872
Current income taxes payable ............................................ 6,212 13,663
Line of credit .......................................................... 190,000 -0-
Current maturities of long-term debt .................................... 5,897 4,620
Customer deposits ....................................................... 27 165
---------- --------
Total current liabilities .............................................. 444,914 74,491
---------- --------
Long-term debt, less current maturities .................................. -0- 1,289
---------- --------
Stockholder's equity:
Common stock, $.01 par value, 8,000,000 shares authorized, 2,733,200
shares issued and outstanding ......................................... 27,332 27,332
Preferred stock, $1.00 par value, 2,000,000 shares authorized, -0- shares
issued and outstanding ................................................ -0- -0-
Additional paid-in capital .............................................. 577,768 477,768
Offering costs .......................................................... (146,360) -0-
Retained earnings ....................................................... 274,628 185,188
---------- --------
Total Stockholder's equity ............................................. 733,368 690,288
---------- --------
Total Liabilities & Stockholder's equity ................................. $1,178,282 $766,068
========== ========
</TABLE>

F-12
<PAGE>

AMAZON HERB COMPANY

STATEMENT OF INCOME AND RETAINED EARNINGS

(UNAUDITED)

FOR THE FOUR MONTHS ENDED OCTOBER 31, 1998 AND OCTOBER 31, 1997

<TABLE>
<CAPTION>
OCTOBER 31,
-----------------------------
1998 1997
------------- -------------
(UNAUDITED)
<S> <C> <C>
Sales ................................................ $ 883,961 $ 850,273
--------- ---------
Cost of sales ........................................ 351,779 342,187
--------- ---------
Gross profit ....................................... 532,182 508,086
--------- ---------
Expenses:
General and administration .......................... 471,226 439,399
Interest ............................................ 5,637 1,109
Depreciation and Amortization ....................... 837 1,476
--------- ---------
477,700 441,984
--------- ---------
Income from operations ............................. 54,482 66,102
--------- ---------
Other Income:
Interest ............................................ 1 1
--------- ---------
Net income before income taxes ..................... 54,483 66,103
--------- ---------
Income taxes:
Current ............................................. 17,982 23,719
Deferred ............................................ -0- -0-
--------- ---------
17,982 23,719
--------- ---------
Net income ......................................... 36,501 42,384
Retained earnings--July 1 ............................ 238,127 142,804
--------- ---------
Retained earnings--October 31 ........................ $ 274,628 $ 185,188
========= =========
Earnings per common share ............................ $ .0134 $ .0155
========= =========
Earnings per common share--assuming dilution ......... $ .0131 $ .0152
========= =========
</TABLE>

F-13
<PAGE>

AMAZON HERB COMPANY

STATEMENT OF STOCKHOLDERS' EQUITY

(UNAUDITED)

FOR THE FOUR MONTHS ENDED OCTOBER 31, 1998 AND OCTOBER 31, 1997

<TABLE>
<CAPTION>
ADDITIONAL
COMMON COMMON PAID-IN OFFERING RETAINED
SHARES STOCK CAPITAL COSTS EARNINGS TOTAL
--------------- ------------ ----------- -------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balances, June 30, 1997 ................ 6,833,000 $ 68,330 $436,770 $ -0- $142,804 $ 647,904
Affect on capital structure:
Net income (7/1 - 10/31/97) ............ -0- -0- -0- -0- 42,384 42,384
Balances, October 31, 1997 ............. 6,833,000 $ 68,330 $436,770 $ -0- $185,188 $ 690,288
1 for 2.5 reverse stock split .......... (4,099,800) (40,998) 40,998 -0- -0- -0-
Issuance of stock options .............. -0- -0- 100,000 -0- -0- 100,000
Offering expenses paid ................. -0- -0- -0- (55,093) -0- (55,093)
Net Income (11/1/97 - 6/30/98) ......... -0- -0- -0- -0- 52,939 52,939
Balances, June 30, 1998 ................ 2,733,200 27,332 577,768 (55,093) 238,127 788,134
Offering expenses paid ................. -0- -0- -0- (91,267) -0- (91,267)
Net Income (7/1 - 10/31/98) ............ -0- -0- -0- -0- 36,501 36,501
---------- --------- -------- ---------- -------- ---------
Balances, October 31, 1998 ............. 2,733,200 $ 27,332 $577,768 $ (146,360) $274,628 $ 733,368
========== ========= ======== ========== ======== =========
</TABLE>

F-14
<PAGE>

AMAZON HERB COMPANY

STATEMENT OF CASH FLOWS

(UNAUDITED)

FOR THE FOUR MONTHS ENDED OCTOBER 31, 1998 AND OCTOBER 31, 1997

<TABLE>
<CAPTION>
OCTOBER 31,
----------------------------
1998 1997
------------- ------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities
Net income ............................................................. $ 36,501 $ 42,384
Adjustments to reconcile net income to net cash used by operations
Depreciation and amortization (including capitalized amounts) ......... 837 1,476
(Increase) decrease in:
Accounts receivable (net) ............................................ 39,675 25,122
Inventory ............................................................ (159,164) 51,639
Prepaid expenses ..................................................... 6,673 (2,696)
Other receivables .................................................... -0- 20,674
Deposits ............................................................. (2,865) 575
Increase (decrease) in:
Accounts payable ..................................................... 84,984 (56,117)
Accrued expenses ..................................................... (234) (4,569)
Current income taxes payable ......................................... (570) (26,495)
Customer deposits .................................................... (194) 165
---------- ---------
Net cash provided by operating activities ........................... $ 5,643 $ 52,158
---------- ---------
Cash flows from investing activities
Purchases of property and equipment .................................... (14,667) (420)
---------- ---------
Net cash used by investing activities ............................... (14,667) (420)
---------- ---------
Cash flows from financing activities
Disbursements for offering costs ....................................... (91,267) -0-
New borrowings:
Long-term ............................................................. 5,228 -0-
Short-term ............................................................ 40,000 -0-
Debt-reduction:
Long-term ............................................................. (1,628) (3,440)
Short-term ............................................................ -0- -0-
---------- ---------
Net cash used by financing activities ............................... (47,667) (3,440)
---------- ---------
Net increase (decrease) in cash ..................................... (56,691) 48,298
Cash at July 1 .......................................................... 76,825 18,154
---------- ---------
Cash at October 31 ...................................................... $ 20,134 $ 66,452
========== =========
</TABLE>

F-15

<PAGE>

AMAZON HERB COMPANY

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1998 AND OCTOBER 31, 1997

(UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BUSINESS ACTIVITY

The Company imports, processes and sells herbs and herbal extracts. They
also operate a network marketing business to assist in these sales.

BASIS OF ACCOUNTING

The Company uses the accrual basis of accounting for financial statement
and income tax reporting purposes. Revenues are recognized and billed when
sales are ordered and shipped.

INVENTORY

Inventory is stated at the lower of cost or market. Cost is determined by
the first-in, first-out method, and market represents the lower of replacement
cost or estimated net realizable value.

DEPRECIATION

CASH

The Company considers all short term investments with an original maturity
of three months or less to be cash equivalents.

USE OF ESTIMATES

ADJUSTMENTS

In the opinion of management, all adjustments which are necessary have
been made in order to ensure that the financial statements are not misleading.

EARNINGS PER SHARE

F-16
<PAGE>

AMAZON HERB COMPANY

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

OCTOBER 31, 1998 AND OCTOBER 31, 1997

(UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:--(CONTINUED)

OFFERING EXPENSES

2. ACCOUNTS RECEIVABLE:

Management considers all accounts receivable to be collectible. Thus, no
allowance for uncollectibles has been established in these financial
statements.

3. INVENTORY:

The inventory consists of the following:

<TABLE>
<CAPTION>
OCTOBER 31,
-------------------------
1998 1997
----------- -----------
(UNAUDITED)
<S> <C> <C>
Raw materials ............. $725,940 $432,633
Finished products ......... 152,891 110,096
-------- --------
$878,831 $542,729
======== ========
</TABLE>

4. PROPERTY AND EQUIPMENT:

Property and Equipment consists of the following:

<TABLE>
<CAPTION>
OCTOBER 31,
---------------------
1998 1997
--------- ---------
(UNAUDITED)
<S> <C> <C>
Furniture and fixtures ......... $ 5,306 $ 2,218
Equipment ...................... 89,075 93,644
------- -------
$94,381 $95,862
======= =======
</TABLE>

F-17
<PAGE>

AMAZON HERB COMPANY

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

OCTOBER 31, 1998 AND OCTOBER 31, 1997

(UNAUDITED)

5. LONG-TERM DEBT:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
OCTOBER 31,
---------------------
1998 1997
--------- ---------
(UNAUDITED)
<S> <C> <C>
Note payable to bank, payable in monthly installments of $224,
including interest at 14.25%. ............................... $1,495 $3,788
Note payable to bank, payable in monthly installments of $224,
including interest. ......................................... -0- 1,036
Note payable to bank, payable in monthly installments of $513,
including interest. ......................................... -0- 1,085
Note payable to bank, payable in monthly installments of $466,
including interest at 12.50%. ............................... 4,402 -0-
------ ------
5,897 5,909
Less current maturities ...................................... 5,897 4,620
------ ------
$ -0- $1,289
====== ======
</TABLE>

Annual requirements to amortize long-term debt are as follows:

<TABLE>
<CAPTION>
OCTOBER 31,
--------------------
FOUR MONTHS ENDED OCTOBER 31 1998 1997
- ------------------------------ -------- ---------
<S> <C> <C>
1998 .................. $ $4,620
1999 .................. 5,897 1,289
2000 .................. -0- -0-
2001 .................. -0- -0-
2002 .................. -0- -0-
2003 .................. -0- -0-
Thereafter ............ -0- -0-
------ ------
$5,897 $5,909
====== ======
</TABLE>

6. STOCKHOLDERS' EQUITY:

During the year ended June 30, 1998 the company authorized a 1 for 2.5
reverse stock split, reducing the number of outstanding common shares from
6,833,000 to 2,733,200. In addition, the company created a class of preferred
stock and authorized 2,000,000 shares. As of October 31, 1998 there were no
outstanding shares of preferred stock. During the four months ended October 31,
1998 the company incurred $91,267 of offering costs related to its pursuit of
becoming a publicly held company. As of October 31 the registration statement
filed with the Securities & Exchange Commission had not been declared effective
and no stock had been authorized for sale.

On May 1, 1998 the company adopted a Stock Option Plan. This plan
authorized a maximum number of common shares which may be issued of 1,000,000.
The total number of common shares with

F-18
<PAGE>

AMAZON HERB COMPANY

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

OCTOBER 31, 1998 AND OCTOBER 31, 1997

(UNAUDITED)

6. STOCKHOLDERS' EQUITY:--(CONTINUED)

7. LEASING ARRANGEMENTS:

The Company leased its office and storage facility under three (3)
two-year leases. The leases began April 1, 199 and expire March 31, 1999. The
monthly rent including sales tax on these leases is $3,402. During the year
ended June 30, 1998 The Company entered into a lease at a new office and
storage facility under a two-year lease. The lease begins July 15, 1998 and
expires July 14, 2000. The monthly rent including sales tax on this lease is
$4,359. The lease provides for CPI adjustments after year one. The following is
a schedule of future rental payments as of October 31, 1998 and October 31,
1997.

<TABLE>
<CAPTION>
OCTOBER 31,
----------------------
FOUR MONTHS ENDED OCTOBER 31 1998 1997
- ------------------------------ --------- ----------
<S> <C> <C>
1998 .................. $ -0- $ 44,174
1999 .................. 52,308 52,308
2000 .................. 37,051 37,051
------- --------
$89,359 $133,533
======= ========
</TABLE>

8. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

INTEREST AND INCOME TAXES PAID

Cash paid for interest and income taxes during the four months ended
October 31, 1998 and October 31, 1997 were as follows:

<TABLE>
<CAPTION>
OCTOBER 31,
---------------------
1998 1997
--------- ---------
<S> <C> <C>
Interest ............. $ 5,637 $ 1,109
======= =======
Income taxes ......... $18,552 $50,214
======= =======
</TABLE>

9. FINANCIAL INSTRUMENTS:

CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of temporary cash investments
and trade accounts receivables. The Company places its

F-19
<PAGE>

AMAZON HERB COMPANY

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

OCTOBER 31, 1998 AND OCTOBER 31, 1997

(UNAUDITED)

9. FINANCIAL INSTRUMENTS:--(CONTINUED)

temporary cash investments with financial institutions and limits the amount of
credit exposure to any one financial institution. Concentrations of credit risk
with respect to trade receivables are limited due to the large number of
customers comprising the Company's customer base and their dispersion across
different geographic areas. As of October 31, 1998 and October 31, 1997, the
Company had no significant concentrations of credit risk.

10. EARNINGS PER SHARE:

<TABLE>
<CAPTION>
FOR THE FOUR MONTHS ENDED OCTOBER 31,
----------------------------------------------------------------------------------
1998 1997
----------------------------------------- ----------------------------------------
INCOME SHARES PER-SHARE INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
------------- --------------- ----------- ------------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Income available to
common stockholders ......... $36,501 2,733,200 $ .0134 $42,384 2,733,200 $ .0155
======= ========= ======= ======= ========= =======
Diluted EPS:
Income available to
common stockholders &
assumed conversions ......... $36,501 2,783,200 $ .0131 $42,384 2,783,200 $ .0152
======= ========= ======= ======= ========= =======
</TABLE>

F-20
<PAGE>

APPENDIX A

AMAZON HERB COMPANY
1002 JUPITER PARK LANE
JUPITER, FLORIDA 33458

SUBSCRIPTION AGREEMENT AND SIGNATURE PAGE
(ALL INVESTORS MUST SIGN THIS SUBSCRIPTION AGREEMENT)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SUBSCRIBER DATA: (Must be completed in full)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FULL NAME OF SUBSCRIBER: (Please Print) First Middle Last
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
RESIDENCE ADDRESS, INCLUDING ZIP CODE: (Do not use P.O. box)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
TELEPHONE NUMBER: ______________________________________________________________

SOCIAL SECURITY: ________________ OR TAX I.D. NUMBER: _________________

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SUBSCRIPTION: (Must be completed in full)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Enclosed is payment for ________ Shares

X $5.50 PER SHARE = _________

<TABLE>
<CAPTION>
NUMBER
OF SHARES DISCOUNT
----------------- ---------
<S> <C> <C>
VOLUME DISCOUNT _____________ 2,000-4,999 3%
5,000-9,999 5%
10,000-99,999 8%
100,000 or more 13%
</TABLE>

TOTAL PURCHASE
PRICE FOR SHARES: $__________

In addition to the discounts noted above Subscribers for 500 shares or more
will receive a $100 gift certificate good towards the purchase of company
products.

The undersigned subscriber hereby authorizes and directs the immediate deposit
of his/her subscription amount into the State Street Bank and Trust Company,
N.A., as Escrow Agent for Amazon Herb Company.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNIFICANT DISCLOSURE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THIS SUBSCRIPTION IS MADE PURSUANT TO, AND IS SUBJECT TO, THE TERMS AND
CONDITIONS OF THE QUALIFICATION APPROVED BY THE SECURITIES COMMISSIONS OF THE
STATES IN WHICH THE COMMON STOCK IS BEING OFFERED.

SIGNATURE MUST BE IDENTICAL TO NAME OF REGISTERED OWNER

- ------------------------------ -----------------------------------------------
Printed Name of Subscriber Printed Name of Subscriber (if more than one)

- ------------------------------ -----------------------------------------------
Signature of Subscriber Date Signature of Subscriber Date

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
In order to facilitate processing of your subscription, please be sure you have
completed each of the following:

- --A check made payable to "State Street Bank and Trust Company, N.A., as Escrow
Agent for Amazon Herb Company"
- --Enter the number of shares of Common Stock being purchased and total cash
contribution on this Subscription Agreement.
- --Enter the state in which you are a legal resident in the "Residence Address"
column above.
- --Please mail check and this Subscription Agreement to:
State Street Bank and Trust Company, N.A., c/o Boston Equiserve LP, 40
Campanelli Drive, Braintree, MA 02184.

A-1
<PAGE>

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, BY ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
OF THIS PROSPECTUS.
-----------------------------------
TABLE OF CONTENTS

PAGE
----------
Prospectus Summary ........................... 3
Risk Factors ................................. 5
Use of Proceeds .............................. 13
Dividend Policy .............................. 14
Dilution ..................................... 14
Capitalization ............................... 15
Selected Financial Data ...................... 16
Management's Discussion and Analysis
of Financial Condition and Results
of Operations ............................. 17
Business of the Company ...................... 22
Management ................................... 30
Principal Stockholders ....................... 33
Description of Securities .................... 34
Shares Eligible for Future Sale .............. 36
Plan of Distribution ......................... 37
Legal Matters ................................ 38
Experts ...................................... 38
Available Information ........................ 38
Index to Financial Statements ................ F-1
Subscription Agreement (Appendix A) .......... A-1

UNTIL MARCH 29, 1999 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS.

[AMAZON HERB LOGO]

AMAZON HERB COMPANY
Rainforest Bio-Energetics/registered trademark/

380,000 SHARES
OF COMMON STOCK

-----------------------------------
PROSPECTUS
-----------------------------------

December 18, 1998

[RECYCLED PAPER LOGO]

Printed on Recycled Paper
Saving the Universe for Future Generations