AMANASU ENVIRONMENT CORP - Quarter Report: 2011 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended March 31, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ________________
Commission File Number: 000-32905
AMANASU ENVIRONMENT CORPRATION
(Exact name of registrant as specified in its charter)
| Nevada | 98-0347883 | |
| (State of other jurisdiction of incorporation or organization) | (I.R.S. Eployer Identification No.) |
445 Park Avenue Center 10th Floor New York, NY 10022
(Address of principal executive offices)
212-836-4727
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes | X | No |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting copany" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | |||
| Non-accelerated filer | (Do not check if a smaller reporting company) | Smaller reporting company | X |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | No | X |
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all docments and reports required to be filed by sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
| Yes | No |
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practiable date: 44,000,816 as of March 31, 2011.
AMANASU ENVIRONMENT CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED March 31, 2011
TABLE OF CONTENTS
| Reference | Section Name | Page |
|---|---|---|
| PART I | ||
| Item 1. | Financial Statements | 1 |
| Item 2. | Management's Discussion and Analysis of Financial Conditions and Results of Operations | 7 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 9 |
| Item 4. | Controls and Procedures | 9 |
| Item 4T. | Controls and Procedures | 9 |
| PART II | ||
| Item 1. | Legal Proceedings | 10 |
| Item 1A. | Risk Factors | 10 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 10 |
| Item 3. | Default Upon Senior Securities | 10 |
| Item 4. | Submission Of Matters To A Vote Of Security Holders | 10 |
| Item 5. | Other Information | 10 |
| Item 6. | Exhibits | 10 |
| Signatures | Signatures | 11 |
Part I
Item 1. Financial Statements
The Company's unaudited consolidated financial statements for the three month and nine month periods ended March 31, 2011 are included with this Form 10-Q. The unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine month period ended March 31, 2011 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2010.
1
AMANASU ENVIRONMENT CORPORATION and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 2011 |
December 31, 2010 |
||
(Unaudited) |
(Audited) |
||
| ASSETS | |||
| Current Assets: | |||
| Cash | $ 10,213 |
$ 8,467 |
|
| Certificates of deposit | 312,000 |
536,000 |
|
| Prepaid expense | - |
2,100 |
|
| Total current assets | 322,213 |
546,567 |
|
| Fixed Assets: | |||
| Machinery and equipment | 25,859 |
25,859 |
|
| Less, accumulated depreciation | 22,891 |
21,560 |
|
| Net fixed assets | 2,968 |
4,299 |
|
| Other Assets: | |||
| Advances to employees | 55,000 |
50,000 |
|
| Due from affiliate | 41,829 |
37,944 |
|
| Total other assets | 96,829 |
87,944 |
|
| Total Assets | $ 422,010 |
$ 638,810 |
|
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||
| Current Liabilities: | |||
| Accounts payable | $ 5,339 |
$ 4,843 |
|
| Accrued expenses | 41,000 |
31,206 |
|
| Taxes payable | 11,389 |
10,332 |
|
| Shareholder advance | 956 |
867 |
|
| Loan from affiliate | 1,315 |
1,193 |
|
| Deposits | 751 |
681 |
|
| Total current liabilities | 60,750 |
49,122 |
|
| Stockholders' Equity: | |||
| Common stock: authorized, 100,000,000 shares of | |||
| .001 par value; 44,000,816 issued and outstanding | 44,001 |
44,001 |
|
| Additional paid in capital | 4,707,483 |
4,707,483 |
|
| Accumulated deficit | (4,459,301) |
(4,228,816) |
|
| Accumulated other comprehensive income | 77,564 |
75,507 |
|
_________ |
________ |
||
| Equity attributable to Amanasu Environment | |||
| Corporation |
369,747 |
598,175 |
|
| Noncontrolling interest | (8,487) |
(8,487) |
|
| Net equity | 361,260 |
589,688 |
|
| Total Liabilities and Stockholders' Equity | $ 422,010 |
$ 638,810 |
The accompanying notes are an integral part of these financial statements.
2
AMANASU ENVIRONMENT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Month Periods Ended March 31, 2011 and 2010
(Unaudited)
2011 |
2010 |
||
| Revenue | $
- |
$
- |
|
| Expenses | 130,053 |
6,539 |
|
| Operating Loss | (130,053) |
(6,539) |
|
| Other Income (Expenses): | |||
| Interest income | 357 |
2,698 |
|
| Other income | - |
451 |
|
| Net Income (Loss) | (129,696) |
(3,390) |
|
| Net Loss Attributable to Noncontrolling Interest | - |
12 |
|
| Net Loss Attributable to Amanasu Environment Corporation | (129,696) |
(3,378) |
|
| Other Comprehensive Loss: | |||
| Gain (loss) on foreign currency conversion | 1,246 |
(20,087) |
|
| Total Comprehensive Loss | $(128,450) |
$(23,465) |
|
| Net Loss Per Share – basic and diluted | $ - |
$ - |
|
| Weighted average number of shares outstanding | 44,000,816 |
44,000,816 |
The accompanying notes are an integral part of these financial statements
4
AMANASU ENVIRONMENT CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Month Periods Ended March 31, 2011 and 2010
(Unaudited)
2011 |
2010 |
||
| CASH FLOWS FROM OPERATIONS: | |||
| Net Loss | $(230,485) |
$(18,298) |
|
| Adjustments to reconcile net loss to net cash consumed by operating | |||
| activities: | |||
| Charges not requiring the outlay of cash: | |||
| Depreciation | 1,331 |
1,331 |
|
| Noncontrolling interest in subsidiary loss | - |
5,967 |
|
| Changes in assets and liabilities: | |||
| Increase in accounts and notes receivable | - |
(7,005) |
|
| Increases in accrued expenses | 9,794 |
3,999 |
|
| Decrease in taxes payable | - |
(3,574) |
|
| Increase in other liabilities | - |
1,587 |
|
| Net Cash Consumed By Operating Activities | (219,360) |
(15,993) |
|
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||
| Redemptions of certificates of deposit | 224,000 |
85,000 |
|
| Decrease in investments | - |
90,480 |
|
| Increase in advances to employees |
(5,000) |
- |
|
| Increase in miscellaneous receivables | - |
(93,196) |
|
| Net Cash Provided By Investing Activities | 219,000 |
82,284 |
|
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||
| Decrease in short term loan | - |
(24,230) |
|
| Net Cash Consumed By Financing Activities | - |
(24,230) |
|
| Effect on Cash of Exchange Rate Changes | 2,106 |
(35,044) |
|
| Net Change in Cash Balances | 1,746 |
(7,017) |
|
| Cash balance, beginning of period | 8,467 |
7,583 |
|
| Cash balance, end of period | $ 10,213 |
$ 566 |
The accompanying notes are an integral part of these financial statements.
5
AMANASU ENVIRONMENT CORPORATION and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)
1. BASIS OF PRESENTATION
The unaudited interim consolidated financial statements of Amanasu Environment Corporation and Subsidiaries ("the Company") as of March 31, 2011 and 2009 and for the three and nine month periods ended March 31, 2011 and 2009, have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of such periods. The results of operations of the sine month period ended September 30, 2010 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2010.
Certain information and disclosures normally included in the notes to financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements of the Company included in the annual report on Form 10-K for the year ended December 31, 2009.
2. SUPPLEMENTAL CASH FLOWS INFORMATION
There were no cash payments for interest or income taxes during either of the periods presented. In addition, there were no non-cash investing or financing activities during either of these.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This Form 10Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, and other risks identified in a companies' annual report on Form 10-KSB and other filings made by such company with the United States Securities and Exchange Commission. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements.
The following discussion should be read in conjunction with the Company's Financial Statements, including the Notes thereto, appearing elsewhere in this Quarterly Report and in the Annual Report for the year ended December 31, 2009.
COMPANY OVERVIEW
History
Amanasu Environment Corporation ("Company") was incorporated in the State of Nevada on February 22, 1999 under the name of Forte International Inc. On March 27, 2001, the Company's name was changed to Amanasu Energy Corporation, and on November 13, 2002, its name was changed to Amanasu Environment Corporation.
It has acquired the exclusive, worldwide license rights to a high temperature furnace, a hot water boiler, and ring-tube desalination methodology. At this time, the Company is not engaged in the commercial sale of any of its licensed technologies. Its operations to date have been limited to acquiring the technologies, conducting limited product marketing, and testing the technologies for commercial sale. For each such technology, proto-type or demonstrational units have been constructed by each licensor or inventor of the technology. The Company has conducted various internal tests on these units to determine the commercial viability of the underlying technologies. As a result of such testing, the Company believes that the products are not commercially ready for sale, and that product refinements are necessary with respect to each of the technologies. In addition, the Company may seek joint venture or other affiliations with companies competitive in each respective product market whereby the Company can capitalize on the existing infrastructure of such other companies, such as product design and engineering, marketing and sales, and warranty and post-warranty service and repair. The Company believes that its marketing efforts to sell any of its products will be limited until such time as it can complete the refinements of its technologies. The Company can not predict whether it will be successful in developing commercial products, or establishing affiliations with any operating company.
On June 8, 2000, the Company obtained the exclusive, worldwide license to a technology that disposes of toxic and hazardous wastes through a proprietary, high temperature combustion system, known as the Amanasu Furnace. The rights were obtained pursuant to a license agreement with Masaichi Kikuchi, the inventor of the technology, for a period of 30 years. The Company issued 1,000,000 share of common stock to the inventor and 200,000 shares of common stock to a director of the inventor's company. Under the licensing agreement; the Company is required to pay the licensor a royalty of two percent of the gross receipts from the sale of products using the technology. If the Company fails to comply with any provision of the agreement after a 90-day notice period, the licensor may terminate the agreement.
Effective September 30, 2002, the Company obtained the exclusive, worldwide license to a hot water boiler technology that incinerates waste tires in a safe and non-polluting manner and extracts heat energy from the incineration process. The rights were obtained pursuant to a license agreement with Sanyo Kogyo Kabushiki Gaisha and Ever Green Planet Corporation, both Japanese companies, for a period of 30 years. As consideration for this acquisition, the Company paid the licensors $250,000, of which the Company's President paid $95,000, issued to them 600,000 shares of common stock, and issued to an affiliate of the licensors 50,000 shares of common stock. The licensors are entitled to receive a two percent royalty on the gross receipts from the sale of the products related to the technology. If the Company fails to comply with any provision of the agreement after a 90-day notice period, the licensor may terminate the agreement.
On June 30, 2003, the Company acquired the exclusive worldwide rights to produce and market a patented technology that purifies seawater, and removes hazardous pollutants from wastewater. The rights were obtained pursuant to a license agreement with Etsuro Sakagami, the inventor, for a period of 30 years. As consideration for obtaining the license, the Company issued 1,000,000 shares to the inventor, and 50,000 shares to a finder. The licensor is entitled to receive a two percent royalty on the gross receipts from the sale of the products related to the technology. If the Company fails to comply with any provision of the agreement after a 90-day notice period, the licensor may terminate the agreement.
7
Current
During the fiscal year ended December 31, 2008, Chairman & Chief Executive Officer Atsushi Maki, set a 2 year capital raising goal of $30,000,000 to increase the Company's potential by entering into the NASDAQ global market. The Company's main objective has not changed for the coming fiscal year ending December 31, 2011.
Aside from capital raising efforts, the company continues to support Amanasu Maritech Corporation, in development and required regulatory approval for Commercial Cargo Ship Ballast Water Purification System. The Company and Amanasu Maritech Corporation are currently working through the approval process of this type of product with the Japanese regulatory bodies. Also required documentation, and translations are being prepared for additional approval by the main global governing body for marine technologies, IMO the International Marine Organization. The Company also continues to look for partners and interested parties to further develop existing business' and technolgies acquired by Amanasu Maritech Corporation, the Company's child company.
The Company's principal offices were relocated on April 1, 2010 from 115 East 57th Street 11th Floor New York, NY 10022, to 445 Park Avenue Center 10th floor New York, NY 10022 Telephone: 212-836-4727 begin_of_the_skype_highlighting 212-836-4727 end_of_the_skype_highlighting. The Tokyo branch has relocated from 1-3-38 Roppongi, Minatoku, Tokyo, 106-0032, Japan to 1-7-10 Motoakasaka Building 9th Floor Motoakasaka Minato-Ku Tokyo Telephone: 03-5413-7322.
The Company is concentrating its efforts into Amanasu Maritech Corporation, and as a result will not put further resources into Amanasu Maritech Corporation's child companies Amanasu Echo Frontier, Amanasu Energy, Petstyle, Amanasu Project Support, and BJSS during the fisical year ending December 31, 2010.
PRODUCTS
Currently the Company is supporting Amanasu Maritech Corporation in development and required regulatory approval for a Commercial Cargo Ship Ballast Water Purification System. No licensing agreements with partners have been made at this time, as the Company is also in the process of raising capital for this project. Currently the company is negotiating with its partners for a world wide manufacturing and sales agreement. The Company cannot guarantee if the negotiations will succeed, or
PLAN OF OPERATION
The Company has 2 main objective's during the fiscal year ending December 31, 2010. The Company will continue in its goal to meet the capital objective of $30,000,000 by the end of 2010. Currently the company is exploring various potential investment partners in Japan, as well as China. The Company cannot predict whether it will be successful with its objective. The Company
Secondly the company will support Amanasu Maritech Corporation's efforts on entering into marine technologies. The Company will assist an approximately 24 month design, and approval process for the product from at least 2 regulatory bodies: the Japanese Government, and the IMO (International Marine Organization). This approval process requires capital for additional product testing, documentation, and documentation translations. The Company believes that Amanasu Maritech Corporation's most significant hurdle will be in capital raising. The Company has already initiated documentation and application processes, and is now looking for capital to fund the project. The Company cannot predict whether it will be successful with its capital raising efforts.
FINANCIAL RESULTS
Total Current Assets for the quarter ended March 31, 2011 was $322,213 compared to $546,567 for the fiscal period ending December 31, 2010. The decrease is due primarily to the transfer of funds from certificate of deposits to expense accounts, and the subsequent use of those funds for operational expenses.
Total Other Assets for the quarter ended March 31, 2011 was $96,829 compared to $87,944 for the fiscal period ending December 31, 2010. The increase is due primarily to increase in advances to employees.
Interest Income for the quarter ended March 31, 2011 was $ 2,247 compared to $6,868 for the same period of 2010. The decrease is due primarily to the decrease in interest rates during 2009 as well as the decreased balance in certificate of deposits.
Net Cash Consumed By Operating Activities for the quarter ended March 31, 2011 was $(219,360) compared to $(15,993) for the same period of 2010. The decrease is due primarily to the absense of Amanasu Water Corporation, of which ownership was transferred to Amanasu Techno Holdings with an agreement executed on April 27th, 2009.
8
LIQUIDITY AND CAPITAL RESOURCES
Other than the provision of alternating business planning costs discussed above, the Company's cash requirements for the next 12 months are estimated to be $165,000. This amount is comprised of the following estimate expenditures; $100,000 in annual salaries for office personnel, office expenses and travel, $30,000 for rent, $20,000 for professional fees, and $15,000 for miscellaneous expenses. The Company has sufficient cash on hand to support its overhead for the next 12 months but no material commitments for capital at this time other than as described above. The Company and/or Amanasu Holdings will need to issue and sell shares to gain capital for operations.
OFF-BALANCE SHEET ARRANAGEMENTS
The Company has no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 4. Controls and Procedures
The Company carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined by Rule 13a-15(e) under the Securities Exchange Act of 1934) under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer as of a date within 90 days of the filings date of Form 10Q. Based on and as of the date of such evaluation, the aforementioned officers have concluded that the Company's disclosure controls and procedures have functioned effectively so as to provide information necessary whether:
(i) this quarterly report on Form 10 Q contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report on Form 10 Q, and (ii) the financial statements, and other financial information included in this quarterly report on Form 10 Q, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report on Form 10 Q.
Item 4T. Controls and Procedures
CHANGES IN INTERNAL CONTROLS
There have been no significant changes in the Company's internal controls or in other factors since the date of the Chief Executive Officer's, Chief Financial Officer's and Chief Accounting Officer's evaluation that could significantly affect these internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses.
9
Part II
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
- Furnish the Exhibits required by Item 601 of Regulation S-K (229.407 of this chapter).
- Exhibit 31 - Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002.
- Exhibit 32 - Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002.
10
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused his report to be signed on its behalf by the undersigned thereunto duly authorized.
Amanasu Techno Holdings Corporation
Date: June 20, 2011
/s/ Atsushi Maki
Atsushi Maki
Chief Executive Officer
Chief Financial Officer
Chief Accounting Officer
11