AMANASU ENVIRONMENT CORP - Quarter Report: 2017 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☑
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended: March
31, 2017
☐ TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission File Number: 000-32905
AMANASU
ENVIRONMENT CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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98-0347883
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer Identification
No.)
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445 Park Avenue Center,
10th
Floor
New York, NY 10022
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(Address of principal executive offices)
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(604) 790-8799
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(Registrant’s telephone number, including area
code)
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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 past 12 months, and (2)
has been subject to such filing requirements for the past 90 days.
Yes ☑
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 of 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 ☑
No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,”
“accelerated filer”, “smaller reporting
company” and "emerging growth company" in Rule 12b2 of the
Exchange Act. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Nonaccelerated filer
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☐
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Smaller reporting company
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☑
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(Do not check if a smaller reporting
company)
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☑
As of May 15, 2017, there were 44,100,816 shares outstanding of the
registrant’s common stock.
AMANASU ENVIRONMENT CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2017
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
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Item
1. Consolidated
Financial Statements (unaudited).
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3
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Item
2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
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8
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Item
3. Quantitative and
Qualitative Disclosures About Market Risk.
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11
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Item
4. Controls and
Procedures.
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11
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PART II - OTHER INFORMATION
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Item
1. Legal
Proceedings.
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12
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Item
1A. Risk
Factors.
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12
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Item
2. Unregistered Sales
of Equity Securities and Use of Proceeds.
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12
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Item
3. Defaults Upon
Senior Securities.
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12
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Item
4. Mine Safety
Disclosures.
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12
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Item
5. Other
Information.
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12
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Item
6. Exhibits.
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13
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Signatures
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14
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2
AMANASU ENVIRONMENT CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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March
31,
2017
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December
31,
2016
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ASSETS
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Current
Assets:
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Cash
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$13,138
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$6,038
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Total
current assets
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13,138
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6,038
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Total
Assets
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$13,138
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$6,038
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LIABILITIES &
STOCKHOLDERS' DEFICIT
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Current
Liabilities:
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Accounts payable
and accrued expenses
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$13,210
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$7,309
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Accrued expenses
– related parties
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42,669
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31,942
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Accrued interest
– stockholders
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24,814
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22,191
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Taxes
payable
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30,279
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28,829
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Loans from
stockholders
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248,055
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228,855
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Due to related
parties
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37,180
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14,174
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Total
current liabilities
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396,207
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333,300
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Stockholders'
Deficit:
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Common Stock:
authorized 100,000,000 shares of $.001 par value;44,100,816 and
44,100,816 shares issued and outstanding, respectively
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44,101
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44,101
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Additional paid in
capital
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4,793,552
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4,793,552
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Accumulated
deficit
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(5,225,332)
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(5,170,041)
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Accumulated other
comprehensive income
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4,890
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5,360
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Total
Amanasu Environment Corporation stockholders' deficit
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(382,789)
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(327,028)
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Non-controlling
interest in subsidiary
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(280)
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(234)
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Total
stockholders’ deficit
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(383,069)
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(327,262)
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Total
Liabilities and Stockholders' Deficit
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$13,138
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$6,038
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The
accompanying notes are an integral part of these consolidated
financial statements.
3
AMANASU ENVIRONMENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months
Ended
March
31,
2017
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Three Months
Ended
March
31,
2016
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Revenue
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$-
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$-
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Cost of
revenue
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-
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-
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Gross
profit
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-
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-
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General and
administrative expenses
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52,668
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21,802
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Total operating
expenses
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52,668
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21,802
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Operating
loss
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(52,668)
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(21,802)
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Other
Expense:
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Interest expenses -
stockholders
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(2,623)
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(2,549)
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Net loss before
income taxes
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(55,291)
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(24,351)
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Income
taxes
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-
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-
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Net
loss
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(55,291)
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(24,351)
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Net loss
attributable to non-controlling interest
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-
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-
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Net loss
attributable to Amanasu Environment Corp Stockholders
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(55,291)
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(24,351)
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Other Comprehensive
Income:
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Foreign currency
translation adjustment
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(516)
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(677)
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Total comprehensive
loss
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(55,807)
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(25,028)
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Comprehensive loss
attributable to non-controlling interest
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(46)
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(61)
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Comprehensive loss
attributable to Amanasu Environment Corp Stockholders
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$(55,761)
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$(24,967)
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Net loss per share
– basic and diluted
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$(0.00)
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$(0.00)
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Average number of
shares outstanding – basic and diluted
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44,100,816
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44,100,816
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The
accompanying notes are an integral part of these condensed
consolidated financial statements.
4
AMANASU ENVIRONMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three Months
Ended
March
31,
2017
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Three Months
Ended
March
31,
2016
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CASH
FLOWS FROM OPERATIONS
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Net
loss
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$(55,291)
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$(24,351)
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Changes
in assets and liabilities:
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Increase (decrease)
in accounts payable and accrued expenses
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5,901
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(5,174)
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Increase in accrued
expenses – related parties
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10,727
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354
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Increase in accrued
interest - stockholders
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2,623
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2,549
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Increase in taxes
payable
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1,450
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1,905
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Net
cash used in operating activities
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(34,590)
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(24,717)
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CASH
FLOWS FROM FINANCING ACTIVITIES
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Advances from
stockholders, net of repayment
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19,200
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463
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Due to related
parties
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23,006
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(5,915)
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Net
Cash Provided by Financing Activities
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42,206
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(5,452)
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Effect of Exchange
rate changes
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(516)
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(677)
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Net Change In
Cash
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7,100
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(30,846)
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Cash balance,
beginning of period
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6,038
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44,279
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Cash balance, end
of period
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$13,138
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$13,433
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Supplemental disclosures of cash flow information:
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Cash paid for
interest
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$-
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$-
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Cash paid for
income taxes
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$-
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$-
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The
accompanying notes are an integral part of these consolidated
financial statements.
5
AMANASU ENVIRONMENTAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2017
(Unaudited)
1. BASIS OF PRESENTATION
The
unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the
United States for interim financial information and the rules and
regulations of the Securities and Exchange Commission. Accordingly,
they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of
management, the accompanying unaudited financial statements contain
all adjustments (consisting of normal recurring accruals) necessary
to present fairly the financial position of the Company as of March
31, 2017, the results of operations for the three months ended
March 31, 2017 and 2016, and statements of cash flows for the three
months ended March 31, 2017 and 2016. These results are
not necessarily indicative of the results to be expected for the
full year or any other period. The December 31, 2016 balance
sheet included herein was derived from the audited financial
statements included in the Company’s Annual Report on Form
10-K as of that date. Accordingly, the financial
statements included herein should be reviewed in conjunction with
the financial statements and notes thereto included in the
Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2016, as filed with the Securities and Exchange
Commission (“SEC”) on April 17, 2017.
2. GOING CONCERN
The
accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As shown in the
financial statements, the Company had a working capital deficiency
of $383,069 and an accumulated deficit of $5,225,332 at March 31,
2017, and a record of continuing losses. These factors, among
others, raise substantial doubt about the ability of the Company to
continue as a going concern. The financial statements do not
include adjustments relating 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 present plans, the realization of which cannot be
assured, to overcome these difficulties include, but are not
limited to, a continuing effort to investigate business
acquisitions and joint ventures. As such, the Company may need to
pursue additional sources of financing. There can be no assurances
that the Company can secure additional financing.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
During
the three months ended March 31, 2017, there have been no material
changes in the Company’s significant accounting policies to
those previously disclosed in the Annual Report.
4. RELATED PARTY TRANSACTIONS
The
Company receives periodic advances from its principal stockholders
and officers based upon the Company’s cash flow needs. There
is no written loan agreement between the Company and the
stockholders and officers. All advances bear interest at 4.45% and
no repayment terms have been established. As a result, the amount
is classified as a current liability. During the three months ended
March 31, 2017, the Company borrowed $19,200 from a stockholder.
The balance due as of March 31, 2017 and December 31, 2016 were
$248,055 and $228,855, respectively. Interest expense associated
with these loans were $2,623 and $2,549 for the three months ended
March 31, 2017 and 2016, respectively. Accrued interest on these
loans were $24,814 and $22,191 at March 31, 2017 and December 31,
2016, respectively.
The
Company has an arrangement with Lina Maki, a stockholder of the
Company, for her management consulting time. The agreement is not
written and no payment terms have been established. The fee is
$10,000 annually. As of March 31, 2017 and December 31, 2016
amounts due to the stockholder were $2,500 and $-0-, respectively.
For the most part, these payments are made by the Company’s
affiliate. As such, when the payments are made by the
Company’s affiliate or the lease payments are made by the
Company on behalf of the affiliate, such amounts are shown as a
reduction in or addition to the amount due from affiliate in the
accompany balance sheets.
6
AMANASU ENVIRONMENTAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2017
(Unaudited)
4. RELATED PARTY TRANSACTIONS (continued)
The
Company also leases it office space from a stockholder of the
Company. At March 31, 2017 and December 31, 2016, amounts due to
the stockholder were, $32,808 and $24,933, respectively. As such,
when the lease payments are made by the Company’s affiliate
or the lease payments are made by the Company on behalf of the
affiliate, such amounts are shown as a reduction in or addition to
the amount due from affiliate in the accompany balance
sheets
Amanasu
Corp. is the principal stockholder of the Company. The balance
due from Amanasu Corp. was $-0- and $29,915 at March 31, 2017 and
December 31, 2016, respectively. The balance due to Amanasu Corp.
was $50,000 and $50,000 at March 31, 2017 and December 31, 2016,
respectively. No terms for repayment have been established. As a
result, the amount is classified as a current
liability.
During
the three months ended March 31, 2017, board of directors approved
to transfer the amount due from Amanasu Corp. for approximately
$31,420 to Mr. Maki, the Company’s President and CEO for
services provided. The Company recorded $31,420 as consulting fee
in the three months ended March 31, 2017.
5. INCOME TAXES
Deferred
income taxes are recorded to reflect the tax consequences or
benefits to future years of any temporary differences between the
tax basis of assets and liabilities, and of net operating loss
carryforwards. The Company has experienced losses since its
inception. As a result, it has incurred no Federal income tax.
Under pronouncements of the FASB, recognition of deferred tax
assets is permitted unless it is more likely than not that the
assets will not be realized. The Company has recorded a 100%
valuation allowance against deferred taxes.
6. NEW AUTHORITATIVE ACCOUNTING
GUIDANCE
From
time to time, new accounting pronouncements are issued by the
Financial Accounting Standards Board or other standard bodies that
may have an impact on the Company’s accounting and reporting.
The Company believes that such recently issued accounting
pronouncements and other authoritative guidance for which the
effective date is in the will not be material to its financial
position, results of operations, and cash flows, when
implemented.
7. SUBSEQUENT EVENTS
The Company evaluated subsequent events, which are events or
transactions that occurred after March 31, 2017 through the
issuance of the accompanying financial statements and determined
that no significant subsequent event need to be recognized or
disclosed.
7
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-K 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 financial statements and notes thereto included in the
Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2016, as filed with the Securities and Exchange
Commission (“SEC”) on April 17, 2017 (the “Annual
Report”).
Please note that the accompanying financial statements have
been prepared assuming that the Company will continue as a going
concern. As shown in the financial statements, the Company had a
material working capital deficiency and an accumulated deficit at
March 31, 2017, and a record of continuing losses. These factors
raise substantial doubt about the ability of the Company to
continue as a going concern. The financial statements do not
include adjustments relating 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 present plans, the realization of which cannot be
assured, to overcome these difficulties include but are not limited
to a continuing effort to investigate business acquisitions and
joint ventures.
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.
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.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
COMPANY OVERVIEW (continued)
Results of Operations
There were no revenues for the three months ended March 31, 2017
and 2016.
General and administrative expenses increased $30,866 (141.6%) to
$52,688 for the three months ended March 31, 2017 as compared to
$21,802 for the three months ended March 31, 2016, primarily as a
result of higher consulting fees.
As a result of the above, the Company incurred losses from
operations of $52,668 and $21,802 for the three months ended March
31, 2017 and 2016, respectively.
Interest expense increased slightly as a result of the increase in
advances from stockholders and officers.
As a result of the above, the Company incurred a net losses of
$55,291 and $24,351 for the three months ended March 31, 2017 and
2016, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Total current assets at March 31, 2017 were $13,138 as compared to
$6,038 at December 31, 2016.
Total current liabilities as of March 31, 2017 were $396,207 as
compared to $333,300 at December 31, 2016.This increase is due to
increases in accrued expenses – related parties and loans and
advances from stockholders.
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 stockholder
or related party loans. There is no current commitment
for either of these fund sources.
Our working capital deficit increased $55,807 to $383,069 at March
31, 2017 as compared to $327,262 at December 31, 2016 primarily due
to an increase in accrued expenses – related parties and in
advances from stockholders.
During the third months ended March 31, 2017, the Company had a net
increase in cash of $7,100. The Company’s principal sources
and uses of funds were as follows:
Cash used in operating activities. For the three months ended March 31, 2017, the
Company used $34,590 in cash for operations as compared to $24,717
in cash for the three months ended March 31, 2016, primarily as a
result of the increase in the Company’s operating
loss.
Cash provided by financing activities. Net cash provided by financing activities for the
three months ended March 31, 2017 was $42,206 as compared to $5,452
used for financing activities for the three months ended March 31,
2016 primarily as a result of higher advances from stockholders and
officers and an increase amounts due to related
parties.
9
OFF-BALANCE SHEET ARRANAGEMENTS
The Company has no off-balance sheet arrangements.
CRITICAL ACCOUNTING POLICIES
The
Company prepares its financial statements in accordance with
accounting principles generally accepted in the United States of
America. Preparing financial statements in accordance with
generally accepted accounting principles requires the Company to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and
liabilities as of the date of the financial statements and the
reported amounts of revenue and expenses during the reported
period.
Our critical accounting policies are described in the Notes to the
Financial Statements included in our Annual Report on Form 10-K for
the year ended March 31, 2017, as filed with the SEC on April 17,
2017 (the “Annual Report”). There have been no changes
in our critical accounting policies. Our significant accounting
policies are described in our notes to the 2016 consolidated
financial statements included in our Annual Report.
RECENTLY ISSUED ACCOUNTING STANDARDS
No recently issued accounting pronouncements had or are expected to
have a material impact on the Company’s condensed
consolidated financial statements.
10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not Applicable.
ITEM 4. MANAGEMENT'S REPORT ON 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 Chief Executive Officer (“CEO”) and
Chief Financial Officer (“CFO”), 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 CEO and CFO, of the
effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by
this Quarterly Report. Based upon that evaluation, the CEO and
CFO concluded that the Company’s disclosure controls and
procedures were ineffective.
(b) Changes in Internal Control over Financial
Reporting
There
were no changes in our internal control over financial reporting,
as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
during our most recently completed fiscal quarter that have
materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
11
PART II
ITEM 1. LEGAL PROCEEDINGS
We are
currently not involved in any litigation that we believe could have
a material adverse effect on our financial condition or results of
operations. There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the
knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our
common stock, any of our subsidiaries or of our companies or our
subsidiaries’ officers or directors in their capacities as
such, in which an adverse decision could have a material adverse
effect.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
Furnish the Exhibits required by Item 601 of Regulation S-K
(229.407 of this chapter).
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Certification
by the Chief Executive Officer of Registrant pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule
15d-14(a)).*Certification Pursuant To Section
302 Of The Sarbanes-Oxley Act Of 2002.
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Exhibit
31.2
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Certification by the Chief Financial Officer of
Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
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Certification
by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*
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Exhibit
32.2
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Certification
by the Chief Financial Officer pursuant to 18 U.S.C. 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*
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101
INS
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XBRL
Instance Document*
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101
SCH
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XBRL
Schema Document*
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101
CAL
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XBRL
Calculation Linkbase Document*
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101
DEF
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XBRL
Definition Linkbase Document*
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101
LAB
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XBRL
Labels Linkbase Document*
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101
PRE
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XBRL
Presentation Linkbase Document*
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* filed herewith
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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.
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Amanasu Environmental Corporation
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Date: May
15, 2017
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By:
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/s/
Atsushi Maki
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Atsushi
Maki
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Chief
Executive Officer
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Chief
Financial Officer
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Chief
Accounting Officer
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14