AMANASU ENVIRONMENT CORP - Annual Report: 2016 (Form 10-K)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31,
2016
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 001-31261
AMANASU ENVIRONMENT CORPORATION
(Exact name of Registrant as specified in its
charter)
Nevada
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98-0347883
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(State of incorporation)
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(IRS Employer Identification Number)
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445 Park Avenue Center,
10th
Floor
New York, NY
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10022
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number,
including area code: (604)
790-8799
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par
value $0.01
Indicate by checkmark if registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No
[X]
Indicate by checkmark if registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No
[X]
Indicate by checkmark 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 has submitted
electronically and posted on its corporate web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 Regulation S-T (§ 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [X] No
[ ]
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the Registrant’s knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
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 definition of “large
accelerated filer”, “accelerated filer”, and
“smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated
filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Securities Act). Yes [ ] No
[X]
The aggregate market value of the voting and non-voting common
stock (par value $0.01 per share) held by non-affiliates on June
30, 2016 (the last business day of our most recently completed
second fiscal quarter) was $741,808 using the closing price on June
30, 2016. As of March 24, 2017, the registrant had
44,100,816 shares of common stock, par value $0.01 per share,
outstanding.
Documents
Incorporated By Reference: None.
AMANASU ENVIRONMENT CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2016
TABLE OF CONTENTS
Reference
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Section Name
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Page
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PART
I
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Item
1.
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Business
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3
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Item
1A.
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Risk
Factors
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5
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Item
1B.
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Unresolved
Staff Comments
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7
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Item
2.
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Properties
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7
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Item
3.
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Legal
Proceedings
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7
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Item
4.
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Mine
Safety Disclosures
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7
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PART
II
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Item
5.
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Market
for Registrant's Common Equity, Related Stockholder Matters, and
Issuer Purchases of Equity Securities
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7
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Item
6.
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Selected
Financial Data
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8
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Item
7.
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Management's
Discussion and Analysis of Financial Condition and Results of
Operations
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9
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Item
7A.
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Quantitative
and Qualitative Disclosures about Market Risk
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11
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Item
8.
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Financial
Statements and Supplementary Data
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12
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Report
of Independent Registered Public Accounting Firm
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F-1
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Consolidated
Balance Sheets
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F-2
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Consolidated
Statements of Operations
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F-3
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Consolidated
Statements of Changes in Stockholders’ Equity
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F-4
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Consolidated
Statements of Cash Flows
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F-5
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Notes
to Consolidated Financial Statements
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F-6
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Item
9.
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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13
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Item
9A.
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Controls
and Procedures
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13
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Item
9B.
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Other
Information
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15
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PART
III
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Item
10.
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Directors,
Executive Officers and Corporate Governance
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15
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Item
11.
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Executive
Compensation
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15
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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16
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Item
13.
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Certain
Relationships and Related Transactions, and Director
Independence
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16
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Item
14.
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Principal
Accounting Fees and Services
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18
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PART
IV
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Item
15.
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Exhibits
and Financial Statement Schedules
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19
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Signatures
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20
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2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Forward
Looking Statements. Certain of the statements contained in this
Annual Report on Form 10-K include forward looking statements. All
statements other than statements of historical facts included in
this Form 10-K regarding the Company's financial position, business
strategy, and plans and objectives of management for future
operations and capital expenditures, and other matters, are forward
looking statements. These forward looking statements are based upon
management's expectations of future events. Although the Company
believes the expectations reflected in such forward looking
statements are reasonable, there can be no assurances that such
expectations will prove to be correct. Additional statements
concerning important factors that could cause actual results to
differ materially from the Company's expectations ("Item 1A. Risk
Factors") are disclosed below in the Item 1A. Risk Factors section
and elsewhere in this Form 10-K. All written and oral forward
looking statements attributable to the Company or persons acting on
behalf of the Company subsequent to the date of this Form 10-K are
expressly qualified in their entirety by the Cautionary
Statements.
PART I
ITEM 1. BUSINESS
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.
The
Company is a development stage company, and has not conducted any
operations or generated any revenue since its
inception.
General
Amanasu
Environment Corporation’s (herein after the "Company")
principle business is in complete development of Environmental
Technologies to improve the quality of life for the future of the
planet. The Company is involved in all aspects of environmental
technology development: research and development, marketing, sales.
It also produces and acquires environmental technology and related
patents. Environmental technologies that the Company has been a
part of range from water filtration systems, industrial/medical
waste incinerators, solar panels, to name a few. The Company chose
to have its headquarters in the United States in order to bridge
environmental technology development internationally, with
particular attention to leading innovations in Japan. The Company's
parent company Amanasu Corporation, is a Japanese Corporation. The
Company hopes to utilize existing associations and partnerships in
order to bring environmental technologies from the United States
and market them in Japan and other surrounding
countries.
Current
During
recent years, the Company has embarked on a mission to achieve a
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, 2016.
Aside
from capital raising efforts, the Company has been supporting
Amanasu Maritek Corporation, in the development and required
regulatory approval for the Commercial Cargo Ship Ballast Water
Purification System. The Company and Amanasu Maritek Corporation
have been working through the approval process of this type of
product with the Japanese regulatory bodies. Also, required
documentation, and translations have been prepared for additional
approval by the main global governing body for marine technologies,
IMO the International Marine Organization. So far, the Company has
been unable to obtain approval for the Commercial Cargo Ship
Ballast Water Purification System. In adhering to the guidelines
set by the IMO and the Japanese Ministry of Land, Infrastructure,
Transport and Tourism, the Company needs to collaborate with a
shipbuilding company to conduct experiments and tests, requiring
2-3 years and a minimum budget of $10,000,000. Due to a lack of
resources, the Company is currently seeking partners who are
interested in developing such businesses and technologies acquired
by Amanasu Maritek Corporation, the Company's subsidiary.
Furthermore, the Company is making plans to enter the reforestation
industry in Japan, through Amanasu Maritek Corporation. Following
the Great East Japan Earthquake, approximately 1 million houses
need to be rebuilt, causing wood to be in high demand. Also, the
Japanese Government currently subsidizes new firms entering the
reforestation industry, giving the Company an opportunity to enter
an industry that is reflective of its vision.
3
Overview and 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 cannot 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.
The
Company’s goal for the next few years is to enter into the
NASDAQ global market.
Employees
As of
December 31, 2016, the Company has no full time
employees.
4
ITEM 1A. RISK FACTORS
Ability To Develop Commercial Product
The
Company presently maintains rights to three different technologies.
At this time, proto-type versions of products for each of the three
technologies have been developed, however, none of the products are
commercially ready for sale. In order to reach a stage of
commercial sales for the products, the Company prefers to put
emphasis on joint venturing and funding a company who has advanced
technological knowledge and progressed sales history of the same
field for the purpose of cooperation. The Company cannot predict
that it will be successful in developing commercially ready
products for any of the technologies in the near future or at any
time.
Rapid Technological Changes
The
industries in which the Company intends to compete with are subject
to rapid technological changes. No assurances can be given that the
technological advantages which may be enjoyed by the Company in
respect of their technologies cannot or will not be overcome by
technological advances in the respective industries rendering the
Company's technologies obsolete or non-competitive.
Lack of Indications of Product Acceptability
The
success of the Company will be dependent upon its ability to
develop commercially acceptable products and to sell such products
in quantities sufficient to yield profitable results. To date, the
Company has received no indications of the commercial acceptability
of any of its proposed products. Accordingly, the Company cannot
predict whether its products can be marketed and sold in a
commercial manner.
Management
The
ability of the Company to successfully conduct its business affairs
will be dependent upon the capabilities and business acumen of
current management including Mr. Atsushi Maki, the Company's
President. Accordingly, shareholders must be willing to entrust all
aspects of the business affairs of the Company to its current
management. Further, the loss of any one of the Company's
management team could have a material adverse impact on its
continued operation.
Control Exercised By Management
The
existing officers and directors, control approximately 78.80% of
the shareholder votes. Consequently, management will control the
vote on all matters brought before shareholders, and holders of
common stock may have no power in corporate decisions usually
brought before shareholders.
Conflicts of Interest
The
officers of the Company are not full time employees. Presently, the
Company does not have a formal conflicts of interest policy
governing its officers and directors. In addition, the Company does
not have written employment agreements with its officers. Its
officers intend to devote sufficient business time and attention to
the affairs of the Company to develop the Company's business in a
prudent and business-like manner. However, the principal officer is
engaged in other businesses related and unrelated to the business
of the Company, and in the future, will engage in other business
ventures. As a result, the principal officer and other officer of
the Company may have a conflict of interest in allocating their
respective time, services, and future resources, and in exercising
independent business judgment with respect to their other
businesses and that of the Company.
Reliance upon Third Parties
The
Company does not intend on maintaining a significant technical
staff nor does it intend on manufacturing its products. Rather it
will rely heavily on consultants, contractors, and manufacturers to
design, develop and manufacture its products. Accordingly, there is
no assurance that such third parties will be available when needed
at affordable prices.
5
Competition
Although
management believes its products, if developed, will have
significant competitive advantages to other products in their
respective industries, with respect to such products, the Company
will be competing in industries, such as the industrial waste
industry, where enormous competition exists. Competitors in these
industries have greater financial, engineering and other resources
than the Company. No assurances can be given that any advances or
developments made by such companies will not supersede the
competitive advantages of the Company's products.
Protection Of Intellectual Property
The
success of the Company will be dependent, in part, upon the
protection of its various proprietary technologies from competitive
use. Certain of its technologies are the subject of various patents
in varying jurisdictions. In addition to the patent applications,
the Company relies on a combination of trade secrets, nondisclosure
agreements and other contractual provisions to protect its
intellectual property rights. Nevertheless, these measures may be
inadequate to safeguard the Company's underlying technologies. If
these measures do not protect the intellectual property rights,
third parties could use the Company's technologies, and its ability
to compete in the market would be reduced significantly. In
addition, if the sale of the Company's product extends to foreign
countries, the Company may not be able to effectively protect its
intellectual property rights in such foreign
countries.
In the
future, the Company may be required to protect or enforce its
patents and patent rights through patent litigation against third
parties, such as infringement suits or interference proceedings.
These lawsuits could be expensive, take significant time, and could
divert management's attention from other business concerns. These
actions could put the Company's patents at risk of being
invalidated or interpreted narrowly, and any patent applications at
risk of not issuing. In defense of any such action, these third
parties may assert claims against the Company. The Company cannot
provide any assurance that it will have sufficient funds to
vigorously prosecute any patent litigation, that it will prevail in
any of these suits, or that the damages or other remedies awarded,
if any, will be commercially valuable. During the course of these
suits, there may be public announcements of the results of
hearings, motions and other interim proceedings or developments in
the litigation, which could result in the negative perception by
investors, which could cause the price of the Company's common
stock to decline dramatically.
Indemnification of Officers and Directors for Securities
Liabilities
The
Company's By-Laws eliminates personal liability in accordance with
the Nevada Revised Statutes (NRS). Section 78.7502 of the NRS
provides that a corporation may eliminate personal liability of an
officer or director to the corporation or its stockholders for
breach of fiduciary duty as an officer or director provided that
such indemnification is limited if such party acted in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interest of the corporation. In so far as
indemnification for liability arising from the Securities Act of
1933 ("Act") may be permitted to directors, officers or persons
controlling the Company, it has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.
Penny Stock Regulation
The
Company's common stock may be deemed a "penny stock" under federal
securities laws. The Securities and Exchange Commission has adopted
regulations that define a "penny stock" generally to be any equity
security that has a market price of less than $5.00 per share,
subject to certain exceptions. These regulations impose additional
sales practice requirements on any broker/dealer who sell such
securities to other than established investors and accredited
investors. For transactions covered by this rule, the broker/dealer
must make certain suitability determinations and must receive the
purchaser's written consent prior to purchase. Additionally, any
transaction may require the delivery prior to sale of a disclosure
schedule prescribed by the Commission. Disclosure also is required
to be made of commissions payable to the broker/dealer and the
registered representative, as well as current quotations for the
securities. Finally, monthly statements are required to be sent
disclosing recent price information for the penny stock held in the
account of the customers and information on the limited market in
penny stocks. These requirements generally are considered
restrictive to the purchase of such stocks, and may limit the
market liquidity for such securities.
6
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The
Company's executive offices are located at 445 Park Avenue Center
10th Floor New York, NY 10022, and Vancouver, British Columbia. The
total premises in Vancouver are 2,000 square feet and are leased at
a monthly rate of $2,625 under a lease agreement between the
Company and the Secretary of the Company which expires October 1,
2017. The Company shares the space with Amanasu Techno Holdings
Corp (“ATC”), shares of a reporting company under the
Securities Exchange Act of 1934. Our major stockholder and officer
own approximately 86% of ATC’s outstanding shares of common
stock. ATC is responsible for 50% of the rent. The office in New
York is rented at the rate of $119 each month and is also shared
with ATC. In addition, the Company maintains an office at Suite
905, 1-6-1 Senzoku Taito-Ku Tokyo Japan, and no rent is paid by the
Company.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The
Company's common stock has traded on the NASDAQ OTC Bulletin Board
since October 2002 under the symbol "AMSU".
The
table below sets forth the high and low bid prices of the Common
stock of the Company as reported by NASDAQ. The quotations reflect
inter-dealer prices, without retail mark-up, mark-down, or
commissions and may not necessarily represent actual transactions.
There is an absence of an established trading market for the
Company's common stock, as the market is limited, sporadic and
highly volatile. The absence of an active market may have an effect
upon the high and low priced as reported.
Quarter
Ended
|
Mar.
31
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Jun.
30
|
Sep.
30
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Dec.
31
|
Year
|
Fiscal
Year 2016
|
|
|
|
|
|
Common stock price
per share:
|
|
|
|
|
|
High
|
$0.08
|
$0.14
|
$0.09
|
$0.09
|
$0.14
|
Low
|
$0.07
|
$0.07
|
$0.09
|
$0.09
|
$0.07
|
Fiscal
Year 2015
|
|
|
|
|
|
Common stock price
per share
|
|
|
|
|
|
High
|
$0.19
|
$0.15
|
$0.15
|
$0.15
|
$0.19
|
Low
|
$0.15
|
$0.15
|
$0.15
|
$0.07
|
$0.07
|
Dividend Policy
To date
we have not paid any dividends on our Common Stock and do not
expect to declare or pay any dividends on our Common Stock in the
foreseeable future. Payment of any dividends will be dependent upon
future earnings, if any, our financial condition, and other factors
as deemed relevant by our Board of Directors.
7
Although
there are no restrictions on the Company's ability to declare or
pay dividends, the Company has not declared or paid any dividends
since its inception' and does not anticipate paying dividends in
the future.
Holders
The Company has approximately 48 holders of its Common Stock as of
March 24, 2016. This figure does not take into account those
shareholders whose certificates are held in the name of
broker-dealers or other nominees.
Securities Authorized for Issuance under Equity Compensation
Plans
The following table provides information as of December 31, 2016
regarding compensation plans under which equity securities of the
Company are authorized for issuance.
Equity
Compensation Plan Information
|
|||
Plan
category
|
Number of
securities to
be issued upon
exercise
of outstanding
options,
warrants and
rights
(a)
|
Weighted-average
exercise price
of
outstanding
options, warrants
and
rights
(b)
|
Number of
securities
remaining
available
for future
issuance
under
equity
compensation
plans
(excluding
securities
reflected in
column (a))
(c)
|
Equity compensation
plans approved by security holders
|
-0-
|
-0-
|
-0-
|
Equity compensation
plans not approved by security holders
|
-0-
|
-0-
|
-0-
|
Total
|
-0-
|
-0-
|
-0-
|
Rule 10B-18 Transactions
During the year ended December 31, 2016, there were no repurchases
of the Company’s common stock by the Company.
Recent Sales Of Unregistered Securities
None
Private Placement
None
ITEM 6. SELECTED FINANCIAL DATA
The Company is a smaller reporting company as defined in Item 10
(f) of Regulation S-K and therefore is not required to provide the
information under this item.
8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Amanasu Environment Corporation
Forward Looking Statements
This
report and other reports filed by our Company from time to time
with the United States Securities and Exchange Commission
(collectively the “Filings”) contain or may contain
forward-looking statements and information that are based upon
beliefs of, and information currently available to, our management
as well as estimates and assumptions made by our management.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which are only predictions and speak
only as of the date hereof. When used in the filings, the words
“anticipate,” “believe,”
“estimate,” “expect,” “future,”
“intend,” “plan,” or the negative of these
terms and similar expressions as they relate to us or our
management identify forward-looking statements. Such statements
reflect our current view with respect to future events and are
subject to risks, uncertainties, assumptions, and other factors,
including those set forth in the Risk Factors on page 7. Should one
or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated,
expected, intended, or planned.
Although
we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results,
levels of activity, performance, or achievements. Except, as
required by applicable law, including the securities laws of the
United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
Our
financial statements are prepared in accordance with accounting
principles generally accepted in the United States
(“GAAP”). These accounting principles require us to
make certain estimates, judgments and assumptions. We believe that
the estimates, judgments and assumptions upon which we rely are
reasonable based upon information available to us at the time that
these estimates, judgments and assumptions are made. These
estimates, judgments and assumptions can affect the reported
amounts of assets and liabilities as of the date of the financial
statements as well as the reported amounts of revenues and expenses
during the periods presented. Our financial statements would be
affected to the extent there are material differences between these
estimates and actual results. In many cases, the accounting
treatment of a particular transaction is specifically dictated by
GAAP and does not require management’s judgment in its
application. There are also areas in which management’s
judgment in selecting any available alternative would not produce a
materially different result. The following discussion should be
read in conjunction with our consolidated financial statements and
notes thereto appearing elsewhere in this report.
General
Management’s
discussion and analysis of results of operations and financial
condition is intended to assist the reader in the understanding and
assessment of significant changes and trends related to the results
of operations and financial position of the Company together with
its subsidiary. This discussion and analysis should be read in
conjunction with the consolidated financial statements and
accompanying financial notes, and with the Critical Accounting
Policies noted below.
Plan of Operation
The
Company has three main objectives during the fiscal year ending
December 31, 2017. Firstly, the Company will continue in its goal
to meet the capital objective of $30,000,000. 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.
Second
the Company will continue to support Amanasu Maritek Corporation's
efforts on entering into marine technologies. The Company will
assist for another 2 years in the design, and approval process for
the product from at least two 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 Maritek 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.
9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Plan of Operation (continued)
Third,
the Company is making plans to enter the reforestation industry in
Japan, through Amanasu Maritek Corporation. The Company must first
reach an agreement with the relevant government agencies in Japan.
The Company intends to focus on the prefectures of Miyagi, Iwate
and Niigata and begin operations within two years. The Company
cannot predict whether it will be successful with its
objective.
Results of Operations
There
were no revenues for the years ended December 31, 2016 and
2015.
Operating
expenses decreased $1,702 to $70,453 for the year ended December
31, 2016 as compared to $72,155 for the year ended December 31,
2015.
Interest
expense increased $4,432 to $11,766 for the year ended December 31,
2016 as compared to $7,334 for the year ended December 31,
2015.
Liquidity and Capital Resources
Total
current assets at December 31, 2016 was $6,038 compared to $44,279
at December 31, 2015. The decrease is due primarily due to the
lower cash balance.
Total
current liabilities as of December 31, 2016 was $333,300 compared
to $289,048 at December 31, 2015. The increase is due to increases
in accounts payable and accrued expenses, accrued interest and
loans and advances from related parties offset partially by lower
amounts due to related parties.
The
Company's minimum cash requirements for the next twelve months are
estimated to be $60,000, including rent, audit and professional
fees. The Company does not have sufficient cash on hand to support
its overhead for the next twelve months and there are no material
commitments for capital at this time other than as described above.
The Company will need to acquire debt or issue and sell shares to
gain capital for operations or arrange for additional shareholder
or related party loans. There is no current commitment
for either of these fund sources.
During the year ended December 31, 2016, the Company had a net
decrease in cash of $38,241. The Company’s principal sources
and uses of funds were as follows:
Cash used in operating activities. For the year ended December 31, 2016, the
Company used $49,872 in cash for operations as compared to $97,101
in cash for the year ended December 31, 2015, primarily as a result
of the increase in accounts payable and accrued expenses and the
lower operating loss.
Cash provided by financing activities. Net cash provided by financing activities
for the year ended December 31, 2016 was $11,133 as compared to
$133,584 for the year ended December 31, 2015 primarily as a result
of lower advances from shareholders and
officers.
Off-Balance Sheet Arrangements
The
Company has no off-balance sheet arrangements.
10
New Accounting Pronouncements
No
recently issued accounting pronouncements had or are expected to
have a material impact on the Company’s condensed
consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not
Applicable.
11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Pages
|
Financial
Statements:
|
|
|
|
Reports
of Independent Registered Public Accounting Firms
|
F-1
|
|
|
Consolidated
Balance Sheets - December 31, 2016 and 2015
|
F-2
|
|
|
Consolidated
Statements of Operations - Years Ended December 31, 2016 and
2015
|
F-3
|
|
|
Consolidated
Statement of Changes in Stockholders' Deficit- As of December
31, 2016
|
F-4
|
|
|
Consolidated
Statements of Cash Flows - Years Ended December 31, 2016 and
2015
|
F-5
|
|
|
Notes
to Consolidated Financial Statements
|
F-6
|
12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and
Stockholders
of Amanasu Environment Corporation
New
York, NY
We have
audited the accompanying consolidated balance sheets of Amanasu
Environment Corporation (“Company”) as of December 31,
2016 and 2015, and the related consolidated statements of
comprehensive loss, changes in stockholdersí deficit, and cash
flows for the years ended December 31, 2016 and 2015. The
Companyís management is responsible for these financial
statements. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. The company is not required to have, nor
were we engaged to perform, an audit of its internal control
overfinancial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of
the companyís internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide 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 the Company as
of December 31, 2016 and 2015, and the results of its operations
and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As
disclosed in Note 2 to the consolidated financial statements, the
Company has negative working capital of $327,262,
stockholdersí deficit attributable to the Companyís
stockholders of $327,028 at December 31, 2016 and has incurred
operating losses since inception. These factors, among others,
raise substantial doubt about the Companyís ability to
continue as a going concern. Managementís plans in regards to
these matters are described in Note 2. The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Paritz & Compay, P.A.
Hackensack,
NJ
April
17, 2017
F-1
AMANASU ENVIRONMENT CORPORATION
CONSOLIDATED BALANCE SHEETS
|
December
31,
|
|
|
2016
|
2015
|
|
|
(Restated)
|
ASSETS
|
|
|
Current
Assets:
|
|
|
Cash
|
$6,038
|
$44,279
|
Total current
assets
|
6,038
|
44,279
|
|
|
|
Total
Assets
|
$6,038
|
$44,279
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
Accounts payable
and accrued expenses
|
$7,309
|
$7,916
|
Accrued expenses
– related parties
|
31,942
|
10,754
|
Accrued interest -
stockholders
|
22,191
|
10,425
|
Taxes
payable
|
28,829
|
28,057
|
Loans from
stockholders
|
228,855
|
207,355
|
Due to related
parties
|
14,174
|
24,541
|
Total current
liabilities
|
333,300
|
289,048
|
|
|
|
Commitments and
Contingencies
|
-
|
-
|
|
|
|
Stockholders’
Deficit:
|
|
|
Common stock:
authorized 100,000,000 shares of .001 par value; 44,100,816 and
44,100,816, respectively issued and outstanding
|
44,101
|
44,101
|
Additional paid in
capital
|
4,793,552
|
4,793,552
|
Accumulated
deficit
|
(5,170,041)
|
(5,087,822)
|
Accumulated other
comprehensive income
|
5,360
|
5,609
|
|
|
|
Total Amanasu
Environment Corporation stockholders' deficit
|
(327,028)
|
(244,560)
|
Non-controlling
interest
|
(234)
|
(209)
|
Total stockholders'
deficit
|
(327,262)
|
(244,769)
|
Total
Liabilities and Stockholders' Deficit
|
$6,038
|
$44,279
|
The
accompanying notes are an integral part of these consolidated
financial statements.
F-2
AMANASU ENVIRONMENT CORPORATION
CONSOLIDATED STATEMENTS OF COMPRHENSIVE LOSS
|
For the Years
Ended December 31,
|
|
|
2016
|
2015
|
|
|
(Restated)
|
Revenue
|
$-
|
$-
|
Cost of
revenue
|
-
|
-
|
Gross
profit
|
-
|
-
|
|
|
|
General and
administrative expenses
|
70,453
|
72,155
|
Operating
loss
|
(70,453)
|
(72,155)
|
|
|
|
Other
Expense:
|
|
|
Interest
Expense
|
(11,766)
|
(7,334)
|
|
|
|
Net loss before
income taxes
|
(82,219)
|
(79,489)
|
Income
taxes
|
-
|
-
|
Net
loss
|
(82,219)
|
(79,489)
|
|
|
|
Net loss
attributable to non-controlling interest
|
-
|
-
|
|
|
|
Net loss
attributable to Amanasu Environment Corp Stockholders
|
(82,219)
|
(79,489)
|
|
|
|
Other Comprehensive
Loss:
|
|
|
Foreign currency
translation adjustment
|
(274)
|
(167)
|
Comprehensive
loss
|
(82,493)
|
(79,656)
|
Comprehensive loss
attributable to non-controlling interest
|
(25)
|
(15)
|
Comprehensive loss
attributable to Amanasu Environment Corporation Stockholders
|
$(82,468)
|
$(79,641)
|
|
|
|
Net loss per share
– basic and diluted
|
$(0.00)
|
$(0.00)
|
Weighted average
number of shares outstanding
|
44,100,816
|
44,100,816
|
The
accompanying notes are an integral part of these consolidated
financial statements.
F-3
AMANASU ENVIRONMENT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT
For the Years Ended December 31, 2015 and December 31,
2016
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Additional
|
|
Other
|
|
|
|
Common
Stock
|
Paid
In
|
Accumulated
|
Comprehensive
|
Noncontrolling
|
|
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Income
|
Interest
|
Total
|
|
|
|
|
|
|
|
|
Balance December
31, 2014
|
44,000,816
|
$44,101
|
$4,793,552
|
$(5,008,333)
|
$5,761
|
$(194)
|
$(165,113)
|
Net loss
(Restated)
|
|
|
|
(79,489)
|
|
|
(79,489)
|
Other comprehensive
loss
|
|
|
|
|
(152)
|
(15)
|
(167)
|
Balance December
31, 2015 (Restated)
|
44,100,816
|
44,101
|
4,793,552
|
(5,087,822)
|
5,609
|
(209)
|
(244,769)
|
Net
loss
|
|
|
|
(82,219)
|
|
|
(82,219)
|
Other comprehensive
loss
|
|
|
|
|
(249)
|
(25)
|
(274)
|
Balance December
31, 2016
|
44,100,816
|
$44,101
|
$4,793,552
|
$(5,170,041)
|
$5,360
|
$(234)
|
$(327,262)
|
The
accompanying notes are an integral part of these consolidated
financial statements.
F-4
AMANASU ENVIRONMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
For the Years
Ended December 31,
|
|
|
2016
|
2015
|
CASH
FLOWS FROM OPERATIONS
|
|
(Restated)
|
Net
loss
|
$(82,219)
|
$(79,489)
|
|
|
|
Changes
in current assets and liabilities:
|
|
|
|
|
|
Decrease (increase)
in certificates of deposit
|
-
|
1,000
|
Increase (decrease)
in accounts accrued expenses -stockholders
|
21,188
|
(23,050)
|
Increase (decrease)
in accounts payable and accrued expenses
|
(607)
|
(2,896)
|
Increase (decrease)
in accrued interest - shareholders
|
11,766
|
7,334
|
|
|
|
Net Cash Used In
Operating Activities
|
(49,872)
|
(97,101)
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
Advances from
shareholders, net of repayment
|
21,500
|
163,730
|
Repayment to
related parties
|
(10,367)
|
(30,146)
|
|
|
|
Net Cash Provided
By Financing Activities
|
11,133
|
133,584
|
|
|
|
Effect on Cash of
Exchange Rate Changes
|
498
|
(234)
|
|
|
|
Net change in
cash
|
(38,241)
|
36,249
|
|
|
|
Cash, beginning of
year
|
44,279
|
8,030
|
|
|
|
Cash, end of
year
|
$6,038
|
$44,279
|
The
accompanying notes are an integral part of these consolidated
financial statements.
F-5
AMANASU ENVIRONMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 and 2015
1. ORGANIZATION AND BUSINESS
Amanasu
Environment Corporation (“the Company”) is a Nevada
Corporation, formed in February 22, 1999. The Company’s
principal business, through its wholly owned subsidiary in Japan,
is in complete development of Environmental Technologies to improve
the quality of life for the future of the planet. The Company is
involved in all aspects of environmental technology development:
research and development, marketing, sales. It also produces and
acquires environmental technology and related patents. 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.
2. GOING CONCERN
The
Company's consolidated financial statements have been presented
assuming that the Company will continue as a going concern. As
shown in the consolidated financial statements, the Company has
negative working capital of 327,262 and stockholders’ deficit
attributable to the Company's stockholders of $327,028 at December
31, 2016, and has incurred operating losses since inception. These
conditions, among others, raise substantial doubt about the ability
of the Company to continue as a going concern. The financial
statements do not include any adjustments related to the
recoverability of assets and classification of liabilities that
might be necessary should the Company be unable to continue in
operation. The Company's plans, the realization of which cannot be
assured, are to obtain funds from the sale of securities or working
capital loans from its parent company or its officers.
F-6
AMANASU ENVIRONMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2016 and 2015
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation:
The
consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States,
and include the Company and its 91% owned subsidiary. All
significant inter-company accounts and transactions have been
eliminated.
Non-controlling Interest:
Non-controlling
interest represents third party ownership in the net assets of our
consolidated subsidiaries. For financial reporting purposes, the
assets and liabilities of our majority owned subsidiaries are
consolidated with those of our own, with any third party
investor’s interest shown as non-controlling
interest.
Cash and Cash Equivalents
For
purposes of the statements of cash flows, the Company considers all
short term debt securities purchased with a maturity of three
months or less to be cash equivalents.
Impairment of Long-Lived Assets
The
Company performs a review for potential impairment of long-lived
assets whenever an event or changes in circumstances indicate the
carrying value of an asset may not be recoverable.
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 of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ
from those estimated.
Foreign Currency Translation
The
Company’s subsidiary is located in Japan and use the currency
of Japan (Yen) as its functional currency. Assets and liabilities
are at the rates of exchange in effect at balance sheet dates 117.0
Japanese Yen to $ 1 USD at December 31, 2016 and 120.22 Japanese
Yen to $1 USD at December 31. 2015. Equity accounts are translated
at the exchange rates prevailing at the time of the transactions
that established the equity accounts; and income statement items
are translated at the average exchange rate for the period. There
were no revenues or expenses related to the operations in Japan for
the years ended December 31, 2016 and 2015. The resulting
translation adjustments are reported under other comprehensive
income in accordance with ASC Topic
220, "Comprehensive Income." Gains and losses resulting from the
foreign currency transactions are reflected in the statements of
income.
F-7
AMANASU ENVIRONMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2016 and 2015
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Development Stage Company
The
Company is considered to be in the development stage as defined in
ASC 915 “Development Stage
Entities.” The Company is devoting substantially all
of its efforts to the development of its business plans. The
Company has elected to adopt early application of Accounting
Standards Update No. 2014-10, Development Stage Entities (Topic
915): Elimination of Certain Financial Reporting Requirements; and
does not present or disclose inception-to-date information and
other remaining disclosure requirements of Topic 915.
Fair Value of Financial Instruments
The Company has adopted the provisions of ASC Topic 820, "Fair
Value Measurements and Disclosures", which defines fair value as
used in numerous accounting pronouncements, establishes a framework
for measuring fair value and expands disclosure of fair value
measurements.
ASC 820 defines fair value as the exchange price that would be
received for an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the asset
or liability in an orderly transaction between market participants
on the measurement date. ASC 820 also establishes a fair
value hierarchy, which requires an entity to maximize the use of
observable inputs and minimize the use of unobservable inputs when
measuring fair value. ASC 820 describes three levels of
inputs that may be used to measure fair value:
Level 1 – quoted prices in active markets for identical
assets or liabilities.
Level 2 – quoted prices for similar assets and liabilities in
active markets or inputs that are observable
Level 3 – inputs that are unobservable (for example cash flow
modeling inputs based on assumptions)
The estimated fair value of certain financial instruments,
including cash, accrued expenses and advances from stockholders and
officers are carried at historical cost basis, which approximates
fair values because of the short-term maturing of these
instruments. We have no financial assets or liabilities measured at
fair value on a recurring basis.
Net Income (Loss) Per Share
The
Company computes net income (loss) per common share in accordance
with pronouncements of the Financial Accounting Standards Board
(FASB) and SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under
these pronouncements, basic and diluted net income (loss) per
common share are computed by dividing the net income (loss)
available to common shareholders for each period by the weighted
average number of shares of common stock outstanding during the
period. Accordingly, the number of weighted average shares
outstanding as well as the amount of net income (loss) per share
are presented for basic and diluted per share calculations for all
periods reflected in the accompanying consolidated financial
statements.
F-8
AMANASU ENVIRONMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2016 and 2015
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Income Taxes
The Company accounts for income taxes under the provisions of FASB
ASC Topic 740, “Income Tax,” which requires recognition
of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the consolidated
financial statements or tax returns. Deferred tax assets and
liabilities are recognized for the future tax consequence
attributable to the difference between the tax bases of assets and
liabilities and their reported amounts in the financial statements.
Deferred tax assets and liabilities are measured using the enacted
tax rate expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that
includes the enactment date. The Company establishes a valuation
when it is more likely than not that the assets will not be
recovered. ASC Topic 740.10.30 clarifies the accounting for
uncertainty in income taxes recognized in an enterprise’s
financial statements and prescribes a recognition threshold and
measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a
tax return. ASC Topic 740.10.40 provides guidance on derecognition,
classification, interest and penalties, accounting in interim
periods, disclosure, and transition. We have no material uncertain
tax positions for any of the reporting periods
presented.
Recent Accounting Pronouncements
The
Company does not expect recent accounting pronouncements to have a
material effect on its financial position, results of operations or
cash flows.
4. RELATED PARTY TRANSACTIONS
On July
21, 2015, the Board of Directors approved a $20,000 consulting fee
to Lina Maki a shareholder of the Company for her management
consulting time in the past. This fee is a shared expense between
the Company and its affiliate Amanasu Techno Holdings Corporation.
The Company has accrued its portion of the consulting fee of
$10,000, as of December 31, 2015.
The
Company also leases its office space from a shareholder of the
Company. At December 31, 2016 and December 31, 2015, amounts due to
the shareholder were $24,933 and $3,933, respectively. When the
lease payments are made by the Company’s affiliate or the
lease payments are made by the Company on behalf of affiliate, such
amounts are shown as a reduction in or addition to the amount due
to/from affiliate in the Company’s balance sheets. The
balance due from the Company’s affiliate was $5,911 and $nil
as of December 31, 2016 and 2015, respectively. The amount due to
the Company’s affiliate was $nil and $3,654 as of December
31, 2016 and 2015, respectively.
Amanasu
Corp. is the principal shareholder of the Company. The balance
due from Amanasu Corp. was $29,915 and $29,113 at December 31, 2016
and 2015, respectively. The balance due to Amanasu Corp. was
$50,000 and $50,000 at December 31, 2016 and 2015, respectively.
The amounts bear interest at 4.45%. Accrued interest has the
balance of $4,456 and $2,225 at December 31, 2016 and 2015,
respectively. Interest expense associated with these loans were
$2,231 and $2,225 for the years ended December 31, 2016 and 2015,
respectively. No terms for repayment have been established. As a
result, the amount is classified as a current liability. There was
no transactions between the Company and Amanasu Corp. during the
years ended December 31, 2016 and 2015.
The
Company receives periodic advances from its principal stockholders
and officers based upon the Company’s cash flow needs.
Amounts bear interest at 4.45%. At December 31, 2016 and
December 31, 2015, the balance due to stockholders were $228,855
and $207,355, respectively. The balance of accrued interest was
$17,735 and $8,200 at December 31, 2016 and 2015, respectively.
Interest expense associated with these loans were $9,535 and $5,109
for the years ended December 31, 2016 and 2015, respectively. No
terms for repayment have been established. As a result, the amount
is classified as a current liability.
F-9
AMANASU ENVIRONMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2016 and 2015
5. RENTALS UNDER OPERATING LEASES
The
Company's executive offices are located at 445 Park Avenue Center
10th Floor New York, NY 10022, and Vancouver, British Columbia. The
total premises in Vancouver are 2,000 square feet and are leased at
a monthly rate of $2,500 and 5% tax under a lease agreement between
the Company and the Secretary of the Company which expires on
October 1, 2017. The Company shares the space with Amanasu Techno
Holding Corporation (“ATC”), a reporting company under
the Securities Exchange Act of 1934. Our major shareholder and
officer own approximately 86% of ATC’s outstanding shares of
common stock. ATC is responsible for 50% of the rent. The Company
recorded rental expense of $17,178 and $17,178 for the years ended
December 31, 2016 and 2015, respectively.
The
following is a schedule of approximate future minimum rental
payments for operating leases subsequent to the year ended December
31, 2016 based on the Company’s share of rent:
Year
|
Amount
|
2017
|
$11,813
|
6. INCOME TAXES
The
Company has experienced losses since its inception. As a result, it
has incurred no income tax. The Company can carry forward operating
losses (NOL's) to apply against future profits for a period of
twenty years in the U.S. and 80% of NOL can be carryover for nine
years in Japan. The available NOL's totaled approximately $3.9
million in the U.S. and $1 million in Japan at December 31, 2016
which will expire in the years 2017 through 2036.
In
assessing the realization of deferred tax assets, management
considers whether it is more likely than not that some portion or
all of the deferred tax assets will be realized. The ultimate
realization of deferred tax assets is dependent upon the generation
of future taxable income during the periods in which those
temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future
taxable income and tax planning strategies in making this
assessment. Based on the assessment, management has established a
full valuation allowance against all of the deferred tax asset
relating to NOLs for every period because it is more likely than
not that all of the deferred tax asset will not be
realized.
The tax
return for the years 2013, 2014, 2015 and 2016 are subject to audit
by the Internal Revenue Service.
The
reconciliation of income tax rate at the U.S. statutory rate of 34%
to the Company’s effective tax rate is as
follows:
|
2015
|
2016
|
Income tax expense
at statutory rate
|
34%
|
34%
|
Change in valuation
allowance
|
(34%)
|
(34%)
|
Income tax
expense
|
-
|
-
|
The tax
effects of temporary differences that give rise to the
Company’s net deferred tax assets as of December 31, 2016 are
as follows:
|
U.S.
|
JAPAN
|
Net Operating Loss
Carryforwards
|
$1,321,525
|
$349,031
|
Valuation
Allowance
|
(1,321,525)
|
(349,031)
|
Balance
Recognized
|
$-
|
$0
|
The tax
effects of temporary differences that give rise to the
Company’s net deferred tax assets as of December 31, 2015 are
as follows:
|
U.S.
|
JAPAN
|
Net Operating Loss
Carryforwards
|
$1,293,601
|
$349,031
|
Valuation
Allowance
|
(1,293,601)
|
(349,031)
|
Balance
Recognized
|
$0
|
$0
|
F-10
AMANASU ENVIRONMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2016 and 2015
7. RESTATEMENT
The management of the Company has concluded that we should restate
our financial statements as of and for the year ended December 31,
2015 due to inaccurate allocation of expenses paid by an affiliated
company and miscalculation of accrued interest on stockholder
loans.
The effect of the restatement on specific line items in the
consolidated financial statements for the year ended December 31,
2015 is set forth in the table below:
|
Consolidated Balance Sheet
|
||
|
Previously Reported
|
Adjustments
|
As Restated
|
|
|
|
|
Accounts
payable and accrued expenses
|
$25,375
|
$(17,459)
|
$7,916
|
Accrued
expenses – related party
|
$-0-
|
$10,754
|
$10,754
|
Accrued
interest - shareholders
|
$-0
|
$10,425
|
$10,425
|
Due
to related parties
|
$46,184
|
$(21,643)
|
$24,541
|
Accumulated
deficit
|
$(5,112,581)
|
$24,759
|
$(5,087,822)
|
Stockholders'
deficit
|
$(269,528)
|
$24,759
|
$(244,769)
|
|
|
|
|
|
Consolidated Statements of Operations
|
||
|
Previously Reported
|
Adjustments
|
As Restated
|
|
|
|
|
General
and administrative expenses
|
$97,965
|
$(25,810)
|
$72,155
|
Interest
expense - stockholders and officers
|
$6,283
|
$1,051
|
$7,334
|
Net
loss
|
$(104,248)
|
$24,759
|
$(79,489)
|
8. SUBSEQUENT EVENTS
The
Company evaluated all events subsequent to December 31, 2016
through the date of issuance of the financial statements and
concluded that there are no significant or material transactions to
be reported.
F-11
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
a) Evaluation of disclosure controls and procedures
We maintain disclosure controls and procedures designed to ensure
that information required to be disclosed in the reports we file
pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) are recorded, processed, summarized and
reported within the time periods specified in the rules and forms
of the SEC, and that such information is accumulated and
communicated to our Principal Executive Officer (“PEO”)
and Principal Financial Officer (“PFO”), to allow
timely decisions regarding required disclosure. In designing
and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well
designed and operated, can only provide a reasonable assurance of
achieving the desired control objectives, and in reaching a
reasonable level of assurance, management necessarily was required
to apply its judgment in evaluating the cost-benefit relationship
of possible controls and procedures. Management designed the
disclosure controls and procedures to provide reasonable assurance
of achieving the desired control objectives.
We carried out an evaluation, under the supervision and with the
participation of our management, including our PEO and PFO, of the
effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this
Annual Report. Based upon that evaluation, the PEO and PFO
concluded that the Company’s disclosure controls and
procedures were not effective.
b) Management’s Annual Report on Internal Control over
Financial Reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined
in the Exchange Act Rules 13a-15(f). A system of internal
control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles.
Under the supervision and with the participation of management,
including the principal executive officer and the principal
financial officer, the Company’s management has evaluated the
effectiveness of its internal control over financial reporting as
of December 31, 2016, based on the criteria established in a report
entitled “Internal Control - Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway
Commission” and the interpretive guidance issued by the
Commission in Release No. 34-55929. Based on this evaluation,
the Company’s management has evaluated and concluded that the
Company’s internal control over financial reporting was
ineffective as of December 31, 2016, and identified the following
material weaknesses:
●
There
is a lack of accounting personnel with the requisite knowledge of
GAAP and the financial reporting requirements of the
SEC.
●
There
are insufficient written policies and procedures to insure the
correct application of accounting and financial reporting with
respect to the current requirements of GAAP and SEC disclosure
requirements.
●
There
is a lack of segregation of duties, in that we only had one person
performing all accounting-related duties.
Notwithstanding the existence of these material weaknesses in our
internal control over financial reporting, our management believes
that the financial statements included in its reports fairly
present in all material respects the Company’s financial
condition, results of operations and cash flows for the periods
presented.
13
ITEM 9A. CONTROLS AND PROCEDURES (continued)
b) Management’s Annual Report on Internal Control over
Financial Reporting (continued)
The Company will continue its assessment on a quarterly basis.
We plan to hire personnel and resources to address these
material weaknesses. We believe these issues can be solved
with hiring accounting support and plan to do so as soon as we have
funds available for this.
This annual report does not include an attestation report of the
Company’s independent registered public accounting firm
regarding internal control over financial reporting. The
Company’s registered public accounting firm was not required
to issue an attestation on its internal controls over financial
reporting pursuant to temporary rules of the Securities and
Exchange Commission. The Company will continue to evaluate
the effectiveness of internal controls and procedures on an
on-going basis.
c) Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial
reporting (as such term is defined in Rule 13a-15(f) and
15d-
15(f) under the Securities Exchange Act) during the year ended
December 31, 2016, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
14
ITEM 9B. OTHER INFORMATION
Not
Applicable.
Part III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
The
directors and executive officers of the Company, their ages, and
the positions they hold are set forth below. The directors of the
Company hold office until the next annual meeting of stockholders
of the Company and until their successors in office are elected and
qualified. All officers serve at the discretion of the Board of
Directors.
Directors / Officers
Name
|
|
Age
|
|
|
Since
|
|
Position
|
|
|
|
|
|
|
|
|
Atsushi
Maki
|
|
64
|
|
|
1999
|
|
Chairman
& Chief Executive Officer
|
Atsushi
Maki has been the President, Chief Financial Officer, Chairman and
Director of the Company since November 10, 1999. During the past
ten years, Mr. Maki has been an independent businessman involved
mainly in real estate development projects in Japan. In 1995, he
served as a Director of the Japan-Korea Cooperation Committee along
with the former Prime Minister of Japan who acted as the Chairman
of the committee. In 1999, he was responsible for establishing the
Japan-China Association, a foundation for fostering better
relations between the two nations. He served as a director of the
association, along with the Chairman of Sony Corporation and the
Honorary Chairman of Toyota Motor Corporation.
ITEM 11. EXECUTIVE COMPENSATION
The
compensation for all directors and officers individually for
services rendered to the Company for the years ended December 31,
2016 and December 31, 2015.
Compensation Summary
|
Annual
Compensation
|
|||
Name
and Principle Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
($)
|
|
|
|
|
|
Atsushi Maki
(Chairman, President)
|
2016
|
-0-
|
-0-
|
-0-
|
|
2015
|
-0-
|
-0-
|
-0-
|
|
|
|
|
|
The
officer of the Company is not full time employees. Presently, the
Company does not have a formal conflicts of interest policy
governing its officers and directors. In addition, the Company does
not have written employment agreements with its officer. Its
officer intends to devote sufficient business time and attention to
the affairs of the Company to develop the Company's business in a
prudent and business-like manner. However, the principal officer is
engaged in other businesses related and unrelated to the business
of the Company, and in the future, will engage in other business
ventures. A future arrangement will be subject to the approval of
the Company's board of directors. Except for the arrangement with
Ms. Lei, the Company and its officers have agreed that the officers
of the Company will not receive any other compensation until such
time as the Company reaches profitability for a full fiscal
quarter. The terms of any such employment arrangement have not been
determined at this time. Other than as indicated above, the Company
did not have any other form of compensation payable to its officers
or directors, including any stock option plans, stock appreciation
rights, or long term incentive plan awards for the periods during
the above fiscal years.
The
Company's directors received no other fees for their services in
such capacity; however, they will be reimbursed for expenses
incurred by them in connection with the Company's
business.
15
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table will identify, as of March 24, 2017, the number and
percentage of outstanding shares of common stock of the Company
owned by (i) each person known to the Company who owns more than
five percent of the outstanding common stock, (ii) each officer and
director, and (iii) and officers and directors of the Company as a
group. The following information is based upon 44,100,816 shares of
common stock of the Company which are issued and outstanding as of
March 24, 2017. The address for each individual below is 445 Park
Avenue Center 10th Floor New York, NY 10022, the address of the
Company.
Title of
Security
|
|
Name and Address
of Beneficial Owner
|
|
Amount
and
Nature
of
Beneficial
Ownership
(1)
|
Percent of
Class
|
|
|
|
|
|
|
Common
Stock
|
|
Amanasu Corporation
(2) #902 Ark
Towers 1-3-40
Roppongi Minato-ku
Tokyo
Japan
|
|
33,000,000
|
74.9%
|
Common
Stock
|
|
Atsushi Maki (3)
(4)
|
|
35,858,500
|
81.3%
|
Common
Stock
|
|
Lina Lei
(4)
|
|
35,858,500
|
81.3%
|
Common
Stock
|
|
Officers and
Directors, as a group (2 persons)
|
|
35,858,500
|
81.3%
|
(1).
"Beneficial ownership" means having or sharing, directly or
indirectly (i) voting power, which includes the power to vote or to
direct the voting, or (ii) investment power, which includes the
power to dispose or to direct the disposition, of shares of the
common stock of an issuer. The definition of beneficial ownership
includes shares underlying options or warrants to purchase common
stock, or other securities convertible into common stock, that
currently are exercisable or convertible or that will become
exercisable or convertible within 60 days. Unless otherwise
indicated, the beneficial owner has sole voting and investment
power.
(2).
Mr. Atsushi Maki, the Company's Chairman and President, is the sole
shareholder of Amanasu Corporation and is deemed the beneficial
owner of such shares.
(3).
Includes 1,496,000 shares of common stock held individually by Mr.
Maki, 1,000,000 shares of common stock deposited with a third party
(see "Item 12 "Certain Relationships and Related Transactions"),
33,000,000 shares of common stock held by Amanasu Corporation, and
362,500 shares of common stock held by Lina Lei. Mr. Maki disclaims
beneficial ownership of the shares held by Lina Lei. Mr.
Maki and Ms. Lei are related parties (married).
(4).
Includes 362,500 shares of common stock held individually by Ms.
Lei, and 35,490,000 shares of common stock beneficially owned by
Atsushi Maki. Ms. Lei disclaims beneficial ownership of the shares
held by Atsushi Maki.
16
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
On July
21, 2015, the Board of Directors approved a $20,000 consulting fee
to Lina Maki a shareholder of the Company for her management
consulting time in the past. This fee is a shared expense between
the Company and its affiliate Amanasu Techno Holdings Corporation.
The Company has accrued its portion of the consulting fee of
$10,000, as of December 31, 2015.
The
Company also leases its office space from a shareholder of the
Company. At December 31, 2016 and December 31, 2015, amounts due to
the shareholder were $24,933 and $3,933, respectively. When the
lease payments are made by the Company’s affiliate or the
lease payments are made by the Company on behalf of affiliate, such
amounts are shown as a reduction in or addition to the amount due
to/from affiliate in the Company’s balance sheets. The
balance due from the Company’s affiliate was $5,911 and $nil
as of December 31, 2016 and 2015, respectively. The amount due to
the Company’s affiliate was $nil and $3,654 as of December
31, 2016 and 2015, respectively.
Amanasu
Corp. is the principal shareholder of the Company. The balance
due from Amanasu Corp. was $29,915 and $29,113 at December 31, 2016
and 2015, respectively. The balance due to Amanasu Corp. was
$50,000 and $50,000 at December 31, 2016 and 2015, respectively.
The amounts bear interest at 4.45%. Accrued interest has the
balance of $4,456 and $2,225 at December 31, 2016 and 2015,
respectively. Interest expense associated with these loans were
$2,231 and $2,225 for the years ended December 31, 2016 and 2015,
respectively. No terms for repayment have been established. As a
result, the amount is classified as a current liability. There was
no transactions between the Company and Amanasu Corp. during the
years ended December 31, 2016 and 2015.
The
Company receives periodic advances from its principal stockholders
and officers based upon the Company’s cash flow needs.
Amounts bear interest at 4.45%. At December 31, 2016 and
December 31, 2015, the balance due to stockholders were $228,855
and $207,355, respectively. The balance of accrued interest was
$17,735 and $8,200 at December 31, 2016 and 2015, respectively.
Interest expense associated with these loans were $9,535 and $5,109
for the years ended December 31, 2016 and 2015, respectively. No
terms for repayment have been established. As a result, the amount
is classified as a current liability.
17
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table presents the aggregate fees for professional
audit services and other services rendered by Michael F. Albanese,
CPA, our independent registered public accountants for the years
ended December 31, 2016 and 2015 as well as the first quarter of
2016 and to Paritz and Company for the second and third quarters of
2016.
|
2016
|
2015
|
|
|
|
Audit
Fees – Micchael Albanese, CPA
|
$2,500
|
$21,163
|
Audit
Fees – Paritz & Company
|
17,500
|
4,000
|
Audit-Related
Fees
|
-
|
-
|
Total
Audit and Audit-Related Fees
|
20,000
|
25,163
|
Tax
Fees
|
-
|
-
|
All
Other Fees
|
-
|
-
|
|
|
|
Total
|
$20,000
|
$25,163
|
Audit
Fees. This category
includes the audit of the Company’s financial statements, and
reviews of the financial statements included in the Company’s
Quarterly Reports on Form 10-Q. It also includes advice
on accounting matters that arose during, or as a result of, the
audit or the review of interim financial statements, and services
which are normally provided in connection with regulatory filings,
or in an auditing engagement.
Audit Related Fees, tax and other fees. No other fees under these categories were paid to
Paritz and Company in 2016. No fees under these categories were
paid to Michael F. Albanese, CPA in 2015.
18
ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES
a.
Financial Statements and Schedules
The
financial statements are set forth under Item 8 of this Annual
Report on Form 10-K. Financial statement schedules have been
omitted since they are either not required, not applicable, or the
information is otherwise included.
b.
Exhibit Listing
3(i)(a)
|
|
Articles
of Incorporation of the Company (Incorporated by reference to the
Company's Form 10-SB filed on June 20, 2001).
|
3(i)(b)
|
|
Certificate
of Amendment to Articles of Incorporation (Incorporated by
reference to the Company's Form 10-SB filed on June 20,
2001).
|
3(i)(c)
|
|
Certificate
of Amendment to Articles of Incorporation (Incorporated by
reference to the Company's Form 10-KSB filed on March 31,
2003).
|
3(ii)(a)
|
|
Amended
and Restated By - Laws of the Company (Incorporated by reference to
the Company's Form 10-SB filed on June 20, 2001).
|
10(i)
|
|
Agreement
between Family Corporation and the Company dated December 15, 1999.
(Incorporated by reference to the Company's Form 10-SB filed on
June 20, 2001).
|
10(ii)
|
|
License
agreement between the Company and Masaichi Kikuchi dated June 8,
2000. (Incorporated by reference to the Company's Form 10-SB filed
on June 20, 2001).
|
10(iii)
|
|
Technical
Consulting Agreement the Company and Masaichi Kikuchi dated June 9,
2001. (Incorporated by reference to the Company's Form 10-SB filed
on June 20, 2001).
|
10(iv)
|
|
Amendment
No. 1 to Licensing Agreement dated July 30, 2001, however,
effective June 8, 2000 by and between the Company and Masaichi
Kikuchi. (Incorporated by reference to the Company's Form 10-SB/A
filed on August 9, 2001).
|
10(v)
|
|
License
Agreement made as of September 30, 2002 by and between the Company
and Sanyo Kogyo Kabushiki Gaisha and Ever Green Planet Corporation.
(Incorporated by reference to the Company's Form 10-KSB filed on
March 31, 2003).
|
10(vi)
|
|
Addendum
to License Agreement made as of September 30, 2002 by and between
the Company and Sanyo Kogyo Kabushiki Gaisha and Ever Green Planet
Corporation. (Incorporated by reference to the Company's Form
10-KSB filed on March 31, 2003).
|
10(vii)
|
|
Stock
Purchase Agreement dated May 14, 2003 by and between the Company
and Jipangu, Inc.
|
10(viii)
|
|
Desalination
License Agreement made as of May 30, 2003 by and between the
Company Etsuro Sakagami. (Incorporated by reference to the
Company's Form 10-QSB filed on August 13, 2003).
|
|
Certification
under Section 906 of the Sarbanes-Oxley Act.
|
|
|
Certification
under Section 906 of the Sarbanes-Oxley Act.
|
|
101
INS
|
|
XBRL
Instance Document*
|
101
SCH
|
|
XBRL
Schema Document*
|
101
CAL
|
|
XBRL
Calculation Linkbase Document*
|
101
DEF
|
|
XBRL
Definition Linkbase Document*
|
101
LAB
|
|
XBRL
Labels Linkbase Document*
|
101
PRE
|
|
XBRL
Presentation Linkbase Document*
|
* The
XBRL related information in Exhibit 101 shall not be deemed
“filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to liability
of that section and shall not be incorporated by reference into any
filing or other document pursuant to the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific
reference in such filing or document.
19
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
|
Amanasu Environment Corporation
|
|
|
|
|
|
|
|
By:
|
/s/ Atsushi
Maki
|
|
|
|
Atsushi
Maki
|
|
|
|
Chairman
& Chief Executive Officer
|
|
|
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
April
17, 2017
|
|
In
accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
|
/s/ Atsushi Maki
|
|
|
|
Atsushi
Maki
|
|
|
|
Director
|
|
|
|
|
|
|
|
April
17, 2017
|
|
20