AMANASU TECHNO HOLDINGS CORP - Annual Report: 2012 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ________________
Commission File Number: 001-31261
AMANASU TECHNO HOLDINGS CORPRATION
(Exact name of registrant as specified in its charter)
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Nevada
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98-0351508
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(State of 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
(Address of principal executive offices)
604-790-8799
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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COMMON STOCK
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OTC-BB
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Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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No
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✔
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Yes
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No
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✔
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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 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.
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Yes
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✔
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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).
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Yes
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✔
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(229.405 of this chapter) not contained herein, and will not be contained, to the best of 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.
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✔
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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✔
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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No
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✔
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The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2012, the last day of the registrant’s most recently completed second quarter, was $63,326.00.
As of April 10, 2013 the registrant had 46,706,300 shares of Common Stock, par value $0.01 per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None.
AMANASU TECHNO HOLDINGS CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2012
TABLE OF CONTENTS
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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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1 |
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Item 1A.
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Risk Factors
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3 |
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Item 1B.
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Unresolved Staff Comments
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4 |
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Item 2.
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Properties
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5 |
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Item 3.
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Legal Proceedings
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5 |
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Item 4.
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Mine Safety Disclosures
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5 |
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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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5 |
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Item 6.
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Selected Financial Data
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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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6 |
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Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk
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8 |
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Item 8.
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Financial Statements and Supplementary Data
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9 |
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Accountant's Audit Report
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Consolidated Balance Sheets
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10 | |
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Consolidated Statements of Operations
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11 | |
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Consolidated Statements of Changes in Stockholder's Equity
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12 | |
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Consolidated Statements of Cash Flows
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Notes to Consolidated Financial Statements
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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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20 |
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Item 9A.
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Controls and Procedures
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20 |
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Item 9B.
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Other Information
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21 |
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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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21 |
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Item 11.
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Executive Compensation
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22 |
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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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22 |
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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23 |
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Item 14.
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Principal Accounting Fees and Services
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23 |
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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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Signatures
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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 a nd 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 Techno Holdings Corporation ("Company") was incorporated in the State of Nevada on December 1, 1997 under the name of Avani Manufacturing (China) Inc. The Company changed its name to Genesis Water Technology on August 17, 1999, and to Supreme Group International, Inc. on December 24, 2000. On June 7, 2001, it changed its name to Amanasu Technologies Corporation. It changed its name again on December 21, 2007 to Amanasu Techno Holdings Corporation.The Company is a development stage company.
Current
As of April 27th, 2009, Amanasu Techno Holdings Corporation (herein after the "Company"), acquired Amanasu Water Corporation from its brother company Amanasu Environment Corporation. The Company was to assist Amanasu Water Corporation under a new name, Amanasu Support Corporation, to manufacture and market technologies. Subsequent the Company interest in Amanasu Support Corporation was sold to its parent corporation, Amanasu Corporation.
The Company is pursuing two technologies. The first technology is a fast microbe detection system for processed and unprocessed foods, called Biomonitec Glaze by NMG Inc, a Japanese corporation. Traditional microbe level detection systems take at least 24 hours to process; however, this mobile system can process the same information in 15 minutes. The Company is currently searching for investment partners to fund initial sales and marketing efforts.
The second technology is a automated personal waste collection and cleaning machine Haruka (formerly "Heartlet"), developed by Nanomax Corporation in Japan. The Haruka is a machine used in retirement homes, hospitals, and even in private residences. The Haruka allows the patient maximum comfort. The Haruka lowers the burden on the caretaker with an automated cleaning system. This machine is the only machine in its class to have a 90% govenment rebate, which the company believes makes the technology, extremely competative even in the current global economic crisis. The company is now currently seeking, manufacturing partners.
1
Overview and History
The Company is a development stage company and significant risks exist with respect to its business (see "Cautionary Statements" below). The Company received the exclusive, worldwide rights to a high efficiency electrical motor and a high-powered magnet both of which are used in connection with an electrical motor scooter. The technologies were initially acquired under a license agreement with Amanasu Corporation, formerly Family Corporation. Amanasu Corporation, a Japanese company and the Company's largest shareholder, acquired the rights to the technologies under a licensing agreement with the inventors. Amanasu Corporation subsequently transferred the right to Amanasu Technologies Corporation, and the Company succeeded to the exclusive, worldwide rights. Atsushi Maki, a director of the Company, is the sole shareholder of Amanasu Corporation. 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, constructing four proto-type motor scooters and various testing of the technologies and the motor scooter.
After considerable market research, including the evaluation of competing products, the Company has decided to abandon the electric scooter project; however, the Company still holds the related patents.
In place of the electric scooter, other projects including a cooperative with Seems Inc., formerly introduced as Pixen Inc and their breakthrough "Bio-scent technology" are in development. Seems Inc. is a Pioneer in the newly developed bio-scent technology industry. Bio-scent technology involves the application of "scent data transmission", a digitized form of scents, in various industries such as biotechnology, medical care, environment, security, etc in addition to common aroma therapy. Due to its revolutionary technologies, Seems has been able to become a multi-million dollar company in less than 6 years. Its DAA (Defensive Aromatic Air) is its current flagship product. In addition to being an air purifying system, Seems' DAA effectively removes up to 91% of air pollutants such as ammonia, and by products of cigarette smoke. It also provides odor neutralization, and air-borne anti-bacterial effects. Seems has also developed a scent-particle sensor, which is programmable to detect certain scent particles. This sensor is 1000 times more sensitive than even a dog’s sense of smell. This scent detection system can be applied in fields such cancer detection. All diseases carry a scent profile that is undetectable by the human senses. Seems's sensor is able to detect these scent profiles and display the digitized scent data.
With uncertainty in the amount of time taken to obtain approval from the FDA for various technologies by Seems Inc, the Company decided to begin a new project in the Food/Beverage industry, specifically Franchise management under the new leadership of Yukinori Yoshino, who was appointed President of the Company as of October 16th, 2007; however, due to personal reasons unrelated to the Company, Mr. Yoshino stepped down as President as of May 11, 2009, with the Chairman Mr. Atsushi Maki assuming the position of Chief Executive Officer.
The Compant’s goal for the next 2 years is to enter into the NASDAQ global market.
Employees.
As of December 31, 2012, the Company has no full time employees.
2
ITEM 1A. RISK FACTORS
Developmental Stage Company. The Company was incorporated on February 22, 1999, and is a development stage company. Presently,the Company is in the initial stages of licensing the necessary patents/technologies in order obtain exlcusive sales and manufacturing rights to the Haruka, automatic personal waste disposal system. The company is also in negotiations for a licensing agreement for the Biomonitec Glaze (a food microbe testing apparatus that shortens testing times from days to minutes)from NMG Inc.As a development stage enterprise, the Company may be subject to the many pitfalls commonly associated with development stage enterprises, such as testing and proving technologies. These risks are in addition to normal business risks. The Company's ability to emerge from the development stage with respect to its planned principal business activity is dependent upon a number of factors, including product development of existing technologies and successfully raising additional financing to meet its working capital needs.
Need For Additional Capital. The Company will require additional capital to meet its ongoing operating requirements. Once the Haruka technology has been established in eastern Asia, the company plans to market the product in North America which will require FDA, and Health Canada approval. Even though the initial market approval is not capital intensive, additional pre-market approvals are. The Company intends to raise the capital through a private or public financing of debt or equity. Presently, the Company has no commitment for any such funding, however, is negotiating with potential partners to acquire funding. The Company can not predict whether it will be successful in obtaining such financing on terms acceptable to the Company or on any terms. The inability to obtain such financing will have a material adverse affect on the Company and its ability to develop and commercial sell the products.
Ability To Develop Commercial Product.The majority of the Company's partners reside in Japan, and with that, the Company must pass through different government regulatory departments. The Company's upcoming Haruka product to the United States will require FDA Pre-market approval in order to maximize the Company's ability to market. FDA approval is required due to the nature of the Haruka product, which are considered medical devices in the United States. Certain principal marketing statements may also require FDA approval; however, will not be used in the initial sale stages.
Rapid Technological Changes. The industry in which the Company intends to compete is subject to rapid technological changes. No assurances can be given that the any technological advantages which may be enjoyed by the Company in respect of its technologies can not or will not be overcome by technological advances by competitors rendering the Company's technologies obsolete or non-competitive.
Lack Of Established Distribution Channels. The Company does not have an established channel of distribution for any of its products at present. The Company is currently researching and contacting possible channels of distribution. The main focus is on chain organizations: restaurant, hotel, and hospital chains. The Company will also focus on establishing a network of designated dealers in targeted markets in Japan and South East Asia. The Company can not predict whether it will be successful in establishing its intended dealer network in Japan.
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 Chairman and Chief Executive Officer. 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 current officers and directors control approximately 87% of the shareholder votes, based on ownwershipas of March 31, 2013. 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.
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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.
Competition. Although management believes its product has significant competitive advantages to other products in the industry. However, the Company will be competing in industries 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 proprietary of its various technologies from competitive use. Certain of its technologies are the subject of various patents in varying jurisdictions (See "Description of Business - Proprietary Rights"). 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.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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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 are 2,000 square feet and are subleased at a monthly rate of $2,500 under a lease agreement which expires September 30, 2013. The Company shares the space with Amanasu Technologies Corporation, a reporting company under the Securities Exchange Act of 1934.In addition, the Company maintains an office at 3-7-11 Azabujuubann Minato-Ku Tokyo Japan. Amanasu Environment Corporation occupies the same premises and co-pays the rental amount.
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
There is a limited public market for our Common Stock which currently trades on the OTC Bulletin Board under the symbol "ANSU" where it has been traded since September 9, 2005. The Common Stock has traded between $0.01 and $2.00 per share since that date. As of March 31, 2013 there were 51 registered holders of record of our common stock.
The following table sets forth the high and low prices for our Common Stock as reported on the Bulletin Board for the quarters presented. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not reflect actual transactions.
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Quarter Ended
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Mar. 31
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Jun. 30
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Sep. 30
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Dec. 31
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Year
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Fiscal Year 2012
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Common stock price per share:
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High
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$ | 0.01 | $ | 0.01 | $ | 0.01 | $ | 0.01 | $ | 0.01 | ||||||||||
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Low
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$ | 0.01 | $ | 0.01 | $ | 0.01 | $ | 0.01 | $ | 0.01 | ||||||||||
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Fiscal Year 2011
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Common stock price per share
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High
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$ | 0.01 | $ | 0.01 | $ | 0.01 | $ | 0.01 | $ | 0.01 | ||||||||||
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Low
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$ | 0.01 | $ | 0.01 | $ | 0.01 | $ | 0.01 | $ | 0.01 | ||||||||||
Information provided by The Over The Counter Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission and may not represent actual transactions.)
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.
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.
5
Equity Compensation Plan Information
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Equity Compensation Plan Information
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Plan category
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Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
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Weighted-average
exercise price of
outstanding options, warrants
and rights
(b)
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Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
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Equity compensation plans approved by security holders (1)
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-0-
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-0-
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-0-
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Equity compensation plans not approved by security holders (2)
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-0-
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-0-
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-0-
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Total
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-0-
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-0-
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-0-
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Recent Sales Of Unregistered Securities
None
ITEM 6. SELECTED FINANCIAL DATA
N/A
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Company's Financial Statements, including the Notes thereto, appearing elsewhere in this Annual Report.
Please note the consolidated financial statements for the fiscal year ending December 31, 2012 of Amanasu Techno Holdings Corporation 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 $353,746 as well as an accumulated deficit of $1,703,593. These factors, among other things discussed in Note 2 to the financial statements, raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities that might be necessary should the Company be unable to continue in operation.
Company Overview
The Company was organized on December 1, 1997. Its operations to date have been limited to obtaining the license to various environmental and other technologies, and conducting preliminary marketing efforts.
6
Plan Of Operations
The Company is a development stage corporation. It has not commenced its planned operations of manufacturing and marketing technology products. Its operations to date have been limited to conducting various tests on its technologies.
On April 27th, 2009, the Company acquired Amanasu Water Corporation from its brother company Amanasu Environment Corporation. The Company was to assist Amanasu Water Corporation under a new name, Amanasu Support Corporation, to manufacture and market technologies which the Company believes have great market potential. On February 7, 2012, the Company sold its interest in Amanasu Support Corporation and will pursue development opportunities on its own.
The first technology is a fast microbe detection system for processed and unprocessed foods, called Biomonitec Glaze by NMG Inc, a Japanese corporation. Traditional microbe level detection systems take at least 24 hours to process; however, this mobile system can process the same information in 15 minutes. The Company is currently searching for investment partners to fund initial sales and marketing efforts.
The second technology is a automated personal waste collection and cleaning machine Haruka (formerly "Heartlet"), developed by Nanomax Corporation in Japan. The Haruka is a machine used in retirement homes, hospitals, and even in private residences. The Haruka allows the patient maximum comfort. The Haruka lowers the burden on the caretaker with an automated cleaning system. This machine is the only machine in its class to have a 90% govenment rebate, which the company believes makes the technology, extremely competative even in the current global economic crisis. The company is now currently seeking, manufacturing partners.
The Company will also be concentrating its efforts on capital raising efforts to enter into the NASDAQ Global Market. The Company's target in the next two years is to raise $30,000,000.
Other than the provision of alternating business planning costs discussed above, the Company's cash requirements for the next 12 months are estimated to be $165,000. This amount is comprised of the following estimate expenditures; $100,000 in annual salaries for office personnel, office expenses and travel, $30,000 for rent, $20,000 for professional fees, and $15,000 for miscellaneous expenses.
As stated above, the Company can not predict whether or not it will be successful in its capital raising efforts, and, thus, be able to satisfy its cash requirements for the next 12 months. If the Company is unsuccessful in raising at least $300,000, it may not be able to complete its plan of operations as discussed above.
The company is expecting to gain the capital from issuing and selling the shares of the Company.
Liquidity And Capital Resources
In October 2001, the Company received $46,000 from four investors and $400,000 resulting from the exercise of stock options for 20,000,000 shares of common stock by the Company's principal shareholder. During the 2003 period, the Company also received $99,900 from a potential investor that subsequently declined to invest. The potential investor has not yet demanded the return of funds and the $ 99,900 has been classified as an advance on the balance sheet. The Company intends to raise additional funds in the near future through private placements of its common stock. The proceeds from such private placements will be allocated for administrative salaries, office expenses and travel, product development and testing, and parts inventory, as discussed below.
7
Results of Operations
During the fiscal 2012 and 2011, the Company spent $-0- and $-0- respectively on research and development.
Total Assets as of December 31, 2012 were $3,981, compared to $2,192 as of December 31, 2011. Total Current Liabilities as of December 31, 2012 was $357,727 compared to $846,837 at December 31, 2011. The decrease is primarily due to the sale of Water which had significant obligations for short term notes payable and accrued expenses.
Selling and administrative expenses as during December 31, 2012 was $(15,641) compared to (7,150) during the same period in 2011. The decrease is due primarily to the acquisition of Amanasu Water Corporation.
OFF-BALANCE SHEET ARRANAGEMENTS
The Company has no off-balance sheet arrangements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
N/A
8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
Board of Directors
Amanasu Techno Holdings Corporation
We have audited the accompanying consolidated balance sheets of Amanasu Techno Holdings Corporation (A Development Stage Company) as of December 31, 2012 and 2011 and the related consolidated statements of operations, changes in Stockholders' equity, and cash flows for the years then ended and for the period from December 1, 1997 (date of inception of development stage) to December 31, 2012. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted the audit 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Amanasu Techno Holdings Corporation (A Development Stage Company) as of December 31, 2012 and 2011 and the results of its operations and its cash flows for the years ended December 31, 2012 and 2011 and the period from December 1, 1997 ( date of inception of development stage) to December 31, 2012, in conformity with U.S. generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. as shown in the accompanying financial statements at December 31, 2012 the Company had a working capital deficiency of $353,746 as well as an accumulated deficit of $1,703,593. These factors, among other things discussed in Note 3 to the financial statements, raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification or liabilities that might be necessary should the Company be unable to continue in operation.
/s/ Jeffrey & Company
Jeffrey & Company, Certified Public Accountants
Wayne, New Jersey
May 22, 2013
9
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
December 31, 2012 and 2011
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December 31,
2012
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December 31,
2011
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ASSETS
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||||||||
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Current Assets:
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||||||||
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Cash
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$
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3,981
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$
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1,895
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||||
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Current assets of continuing operation
|
3,981
|
1,895
|
||||||
|
Current assets of discontinued operation
|
-
|
297
|
||||||
|
Total Assets
|
$
|
3,981
|
$
|
2,192
|
||||
|
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Advances from shareholders and officers
|
225,835
|
199,095
|
||||||
|
Accrued interest on shareholder advances
|
21,987
|
12,452
|
||||||
|
Accrued rent due to officer
|
3,750
|
3,750
|
||||||
|
Accrued expenses
|
6,255
|
25,278
|
||||||
|
Other advance
|
99,900
|
99,900
|
||||||
|
Current liabilities of continuing entity
|
357,727
|
340,475
|
||||||
|
Current liabilities of discontinued entity
|
506,362
|
|||||||
|
Total current liabilities
|
357,727
|
846,837
|
||||||
|
Stockholders' Deficit:
|
||||||||
|
Common Stock: authorized 100,000,000 shares of $.001 par value;46,706,300 shares issued and outstanding
|
46,706
|
46,706
|
||||||
|
Additional paid in capital
|
1,293,141
|
844,687
|
||||||
|
Paid in capital options
|
10,000
|
10,000
|
||||||
|
Deficit accumulated during development stage
|
(1,703,593
|
)
|
(1,669,193
|
)
|
||||
|
Accumulated other comprehensive loss
|
-
|
(69,484
|
)
|
|||||
|
Total stockholders' deficit
|
(353,746
|
)
|
(837,284
|
)
|
||||
|
Non Controlling Interest
|
-
|
(7,361
|
)
|
|||||
|
Total Liabilities and Stockholders' Deficit
|
$
|
3,981
|
$
|
2,192
|
||||
The accompanying notes are an integral part of these financial statements.
10
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING DEVELOPMENT STAGE
|
Year 2012
|
Year 2011
|
December 1, 1997
(Date of Inception of
Development Stage) to
December 31, 2012
|
||||||||||
|
Revenue
|
$
|
-
|
$
|
-
|
$
|
124,461
|
||||||
|
Cost of Goods Sold
|
-
|
-
|
23,980
|
|||||||||
|
Gross Profit
|
-
|
-
|
100,481
|
|||||||||
|
|
||||||||||||
|
Selling and administrative expenses
|
15,641
|
7,150
|
1,160,595
|
|||||||||
|
Write off of inventory
|
-
|
-
|
68,288
|
|||||||||
|
Impairment expense
|
103,528
|
|||||||||||
|
Total expenses of continuing entity
|
15,641
|
7,150
|
1,332,411
|
|||||||||
|
Operating loss of continuing entity
|
(15,641)
|
( 7,150)
|
(1,231.930)
|
|||||||||
|
Other Income (Expense):
|
||||||||||||
|
Interest Income
|
-
|
-
|
4
|
|||||||||
|
Other Income
|
-
|
-
|
3,550
|
|||||||||
|
Interest Expense
|
(9,525
|
)
|
(6,280)
|
(24,263)
|
||||||||
|
Net Loss accumulated during development stage of continuing entity
|
(25,166)
|
(13,430)
|
(1,252,639)
|
|||||||||
|
Net Loss accumulated during development stage of discontinued operation
|
(9,234)
|
(88,852)
|
(450,954)
|
|||||||||
|
Net loss accumulated during development stage
|
(34,400
|
)
|
(102,282
|
)
|
(1,703,593
|
)
|
||||||
|
|
||||||||||||
|
Other comprehensive loss:of discontinued entity
|
||||||||||||
|
Foreign currency adjustments
|
(5,244
|
)
|
(32,591
|
)
|
(74,128
|
)
|
||||||
|
Total Comprehensive Loss- continuing entity
|
$
|
(25,166)
|
$
|
(13,430)
|
$
|
( 1,252,639)
|
||||||
|
Total comprehensive loss-discontinued entity
|
(14,478)
|
(121,443)
|
(525,082)
|
|||||||||
|
Total comprehensive loss
|
(39,644)
|
(134,873)
|
(1,777,721)
|
|||||||||
|
Loss per share - Basic and Diluted-continuing entity
|
$
|
-
|
$
|
-
|
||||||||
|
Loss per share-basic and diluted – discontinued entity
|
$
|
-
|
$
|
-
|
||||||||
|
Weighted average number of common shares outstanding
|
46,706,300
|
46,706,3001
|
||||||||||
The accompanying notes are an integral part of these financial statements.
11
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period From December 1, 1997
(Date of Inception of Development Stage) to December 31, 2012
|
Common Stock
|
Additional
Paid In
|
Deficit
Accumulated
During
Development
|
Accumulated
Other
Comprehensive
|
Paid
In
Capital
|
|||||||||||||||||||||||
| Shares | Amount | Capital | Stage | Income | Options | Total | |||||||||||||||||||||
|
Balance, December 1, 1997, at inception of development stage
|
3,200,000 | $ | 3,200 | $ | (1,800 | ) | $ | (1,300 | ) | $ | - | $ | 100 | ||||||||||||||
|
Shares issued March 10, 2000, as partial consideration for licensing agreement
|
17,000,000 | 17,000 | (17,000 | ) | |||||||||||||||||||||||
|
Shares issued during 2001, as fees connected with acquisition of licensing agreement
|
6,350,000 | 6,350 | (6,350 | ) | |||||||||||||||||||||||
|
Shares issued during 2001, on exercise of option
|
20,000,000 | 20,000 | 380,000 | 400,000 | |||||||||||||||||||||||
|
Shares issued during 2001, to investors
|
36,400 | 36 | 45,964 | 46,000 | |||||||||||||||||||||||
|
Net loss of 2001
|
(39,459 | ) | - | (39,459 | ) | ||||||||||||||||||||||
|
Shares issued during 2002, for services
|
50,000 | 50 | 4,950 | 5,000 | |||||||||||||||||||||||
|
Net loss of 2002
|
(190,138 | ) | - | (190,138 | ) | ||||||||||||||||||||||
|
Shares issued during 2003, for services
|
150,000 | 150 | 14,850 | 15,000 | |||||||||||||||||||||||
|
Shares issued during 2003, on exercise of options
|
70,000 | 70 | 69,930 | 70,000 | |||||||||||||||||||||||
|
Shares canceled during 2003
|
(150,100 | ) | (150 | ) | 150 | - | |||||||||||||||||||||
|
Net loss 2003
|
(278,798 | ) | - | (278,798 | ) | ||||||||||||||||||||||
|
Net loss 2004
|
(21,704 | ) | - | (21,704 | ) | ||||||||||||||||||||||
|
Net loss 2005
|
(87,059 | ) | - | (87,059 | ) | ||||||||||||||||||||||
|
Net loss 2006
|
255,608 | (356,735 | ) | (1,867 | ) | (102,994 | ) | ||||||||||||||||||||
|
Options issued for services in 2006
|
10,000 | 10,000 | |||||||||||||||||||||||||
|
Balance, December 31, 2006
|
46,706,300 | 46,706 | 746,302 | (975,193 | ) | (1,867 | ) | 10,000 | (174,052 | ) | |||||||||||||||||
|
Net loss 2007
|
(100,908 | ) | (1,713 | ) | (102,621 | ) | |||||||||||||||||||||
|
Balance, December 31, 2007
|
46,706,300 | 46,706 | 746,302 | (1,076,101 | ) | (3,580 | ) | 10,000 | (276,673 | ) | |||||||||||||||||
|
Net loss 2008
|
(26,711 | ) | (13,053 | ) | (39,764 | ) | |||||||||||||||||||||
|
Balance, December 31, 2008
|
46,706,300 | 46,706 | 746,302 | (1,102,812 | ) | (16,633 | ) | 10,000 | (316,437 | ) | |||||||||||||||||
|
Non Controlling interest in subsidiary, sold for cash
|
105,582 | 105,582 | |||||||||||||||||||||||||
|
Balances allocated to non-controlling interest
|
(7,197 | ) | (750 | ) | 273 | (7,674 | ) | ||||||||||||||||||||
|
Net loss of 2009 for continuing operation
|
(17,856 | ) | ( 17,856 | ) | |||||||||||||||||||||||
|
Net loss of 2009 for discontinued operation
|
(121,432 | )) | ( 121,432 | ) | |||||||||||||||||||||||
|
Allocation of loss to noncontrolling interest
|
1,825 | 1825 | |||||||||||||||||||||||||
|
Other comprehensive loss for year
|
2872 | 2, 872 | |||||||||||||||||||||||||
|
Balance, December 31, 2009
|
46,706,300 | 46,706 | 844,687 | (1,241,025 | ) | (13,488 | ) | 10,000 | (353,120 | ) | |||||||||||||||||
|
Net loss of 2010 of continuing operation
|
(62,767 | ) ) | ((62,767 | ) ) | |||||||||||||||||||||||
|
Netloss of 2010for discontinued operation
|
( 267,504 | )) | (267,504 | ) | |||||||||||||||||||||||
|
Net loss of Allocation to noncontrolling interest of discontinued operation
|
4,385 | 4,385 | |||||||||||||||||||||||||
|
Other comprehensive income
|
(23,405 | ) | (23,405 | ) | |||||||||||||||||||||||
|
Balance, December 31, 2010
|
46,706,300 | 46,706 | 844,687 | (1,566,911 | ) | (36,893 | ) | 10,000 | (702,411 | ||||||||||||||||||
|
Net loss of 2011of continuing operation
|
(13,430 | ) | (13,430 | ) | |||||||||||||||||||||||
|
Net loss of 2011 for discontinued operation
|
(90,333 | ) | (90,333 | ) | |||||||||||||||||||||||
|
Allocation to noncontrolling interest of discontinued operation
|
1,481 | 1,481 | |||||||||||||||||||||||||
|
Comprehensive loss for year
|
( 32,591 | ) | ( 32,591 | ) | |||||||||||||||||||||||
|
Balance, December 31, 2011
|
46,706,300 | 46,706 | 844,687 | (1,669,193 | ) | (69,484 | ) | 10,000 | (837,284 | ) | |||||||||||||||||
|
Amount transferred to additional paid in capital - sale of majority position in Amanasu Support Corporation to its parent company, Amanasu Corporation
|
438,454 | 438,454 | |||||||||||||||||||||||||
|
Proceeds from sale of interest in subsidiary
|
10,000 | 10,000 | |||||||||||||||||||||||||
|
Net loss for 2012 of continuing operation
|
(25,166 | ) | (25,166 | ) | |||||||||||||||||||||||
|
Net loss of 2012 for discontinued operation
|
( 9,388 | ) | ( 9,388 | ) | |||||||||||||||||||||||
|
Allocation to noncontrolling interest of discontinued operation
|
154 | 154 | |||||||||||||||||||||||||
|
Comprehensive income
|
69,484 | 69,484 | |||||||||||||||||||||||||
|
Balance, December 31, 2012
|
46,706,300 | $ | 46,706 | $ | 1,293,141 | $ | (1,703,593 | ) | $ | - | $ | 10,000 | $ | (353,746 | ) | ||||||||||||
The accompanying notes are an integral part of these financial statements.
12
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2012 and 2011 and
For the Period December 1, 1997 (Date of Inception of Development Stage) to December 31, 2012
|
Year 2012
|
Year 2011
|
December 1, 1997
(Date of Inception
of Development
Stage) To
December 31, 2012
|
||||||||||
|
CASH FLOWS FROM OPERATIONS
|
||||||||||||
|
Net loss from continuing operations
|
$
|
(25,012
|
) |
$
|
(13,430
|
) |
$
|
(1,252,639
|
) | |||
|
Adjustments to reconcile net loss to net cash consumed by operating activities of continuing operations:
|
||||||||||||
|
Charges not requiring outlay of cash:
|
||||||||||||
|
Depreciation
|
-
|
-
|
1,500
|
|||||||||
|
Impairment
|
-
|
-
|
96,262
|
|||||||||
|
Equity items issued for services
|
-
|
-
|
21,300
|
|||||||||
|
Changes in assets and liabilities:
|
||||||||||||
|
Increase (decrease) in accrued expenses
|
(19,167
|
) |
(60,086
|
) |
49,004
|
|||||||
|
Increases in accrued interest payable to related parties
|
9,525
|
19,745
|
34,329
|
|||||||||
|
Net Cash Consumed By Operating Activities of continuing operations
|
(34,654
|
) |
(53,771
|
) |
(1,050,244
|
) | ||||||
|
Net Cash Consumed by Operating Activities of discontinued operations
|
(53
|
) |
(2,110
|
) |
(106,329
|
|||||||
|
Total Cash Consumed by Operating Activities
|
(34,707
|
) |
(55,881
|
) |
(1,156,573
|
) | ||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
|
Purchase of automobile
|
-
|
(1,500
|
)
|
|||||||||
|
Payment of amounts due for licensing agreements
|
-
|
-
|
(168,885
|
) | ||||||||
|
Proceeds of sale of subsidiary
|
10,000
|
-
|
10,000
|
|||||||||
|
Net Cash Consumed Provided (Consumed) by Investing Activities of Continuing Operations
|
10,000
|
-
|
(160,385
|
) | ||||||||
|
Net Cash Provided (Consumed)by Investing Activities of Discontinued Operations
|
(160,228
|
) | ||||||||||
|
Net Cash provided (Consumed) by Investing Activities
|
10,000
|
(320,613
|
) | |||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Proceeds of short term loan
|
-
|
-
|
68,261
|
|||||||||
|
Advance received
|
-
|
-
|
99,900
|
|||||||||
|
Issuances of common stock to investors
|
-
|
-
|
810,093
|
|||||||||
|
Shareholder deposits for common stock
|
-
|
-
|
70,000
|
|||||||||
|
Proceeds of loans from shareholder and officers
|
80,000
|
55,546
|
370,436
|
|||||||||
|
Repayment of loans from shareholder and officers
|
(53,260
|
)
|
-
|
(133,260
|
)
|
|||||||
|
Advances from affiliate
|
-
|
-
|
200,000
|
|||||||||
|
Repayment of advances from affiliate
|
-
|
-
|
(200,000
|
)
|
||||||||
|
Net Cash Provided By Financing Activities of continuing operations
|
26,740
|
55,546
|
1,285,430
|
|||||||||
|
Total Cash Provided by Financing Activities of discontinued operations
|
2,070
|
195,737
|
||||||||||
|
Total Cash Provided by Financing Activities
|
26,740
|
57,616
|
1,481,167
|
|||||||||
|
Net Change In Cash-continuing operation
|
2,086
|
1,775
|
3,981
|
|||||||||
|
Net change in cash for discontinued operation
|
(53
|
(40
|
) | |||||||||
|
Cash balance, beginning of period for continuing operation
|
1,895
|
120
|
-
|
|||||||||
|
Cash balance, beginning of period for discontinued operations
|
53
|
93
|
||||||||||
|
Cash balance, end of period-continuing operations
|
$
|
3,981
|
$
|
1,895
|
$
|
3,981
|
||||||
|
Cash balance, end of period for discontinued operations
|
$
|
0
|
$
|
53
|
$
|
0
|
||||||
The accompanying notes are an integral part of these financial statements.
13
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
1. ORGANIZATION AND BUSINESS
Organization of Company
The Company was formed December 1, 1997, as Avani Manufacturing (China), Inc. The name was changed to Genesis Water Technologies, Inc. on August 17, 1999, to Supreme Group International, Inc. on December 24, 2000, to Amanasu Technologies Corporation on May 30, 2001. The present name was adopted October 16, 2007.
On January 4, 2008, the Company invested $1,837 for a 100% interest in a newly formed subsidiary, Amanasu Techno Holdings Japan Corporation (Japan), which is located in Tokyo. This subsidiary is inactive and, through December 31, 2012, has had no transactions.
On April 27, 2009 the Company acquired 100% of the outstanding stock of Amanasu Water Corporation (Water). This company has changed its name to Amanasu Support Corporation. That subsidiary was subsequently sold to the Company's parent corporation, Amanasu Corporation on February 7, 2012.
Business
The Company previously acquired worldwide licensing rights for certain patented magnetic and power generating technology. Until 2006, it was the intention of the Company to license these rights for use by others. The Company continues to pursue such licensing opportunities, but its primary efforts are now directed at other opportunities.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development Stage Accounting
The Company is a development stage company, as defined in pronouncements of the Financial Accounting Standards Board (FASB). Generally accepted accounting principles that apply to established operating enterprises govern the recognition of revenue by a development stage enterprise and the accounting for costs and expenses. From inception to December 31, 2012, the Company has been in the development stage.
Discontinued Operations
Upon sale or other termination of an operating unit, the operations of the terminated unit will be treated as a discontinued operation and accounted for separately on the financial statements.
Basis of Consolidation
The consolidated financial statements include the accounts of the Company and the accounts of its previous subsidiary until the time of its sale to its parent corporation. (See note 12)
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.
14
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
Fixed Assets
Fixed assets are recorded at cost. Depreciation is computed using accelerated methods, with lives of seven years for furniture and equipment and five years for computers and automobiles.
Intangible Assets
Intangible assets are recorded at cost. Amortization is provided by the straight line method, using lives which are based on the lives of the underlying assets.
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 a n asset may not be recoverable.
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.
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.
Advertising Costs
The Company will expense advertising costs when an advertisement occurs. There has been no spending thus far on advertising.
Other Comprehensive Income
The Company reports as other comprehensive income revenues, expenses, and gains and losses that are not included in the determination of net income; principal among these has been unrealized gains and losses from foreign exchange rate fluxuation.
Foreign Currency Translation
Substantial Company assets were previously located in Japan. On February 7, 2012, the Company sold its majority position in Water to its parent company, Amanasu Corporation. Previous to the transfer, amounts were translated to US dollars as follows:
a. Assets and liabilities, at the rates of exchange in effect as balance sheet dates;
b. Equity accounts, at the exchange rates prevailing at the time of the transactions that established the equity accounts; and
c. Revenues and expenses, at the average rates of exchange of each period reported.
15
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
Segment Reporting
Management will treat the operations of the Company as one segment.
3. 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 material working capital deficiency and an accumulated deficit at December 31, 2012, 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 the 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.
4. RELATED PARTY TRANSACTIONS
During the years 2006-2012, the Company president made advances to the Company totaling $190,000.
The Company secretary made advances during the years 2007-2010 totaling $23,550.
The parent corporation made advance of $12,285 during the period between 2007-2011.
All advances bear interest at 4.45%.
5. OTHER ADVANCES
During the year 2003, the Company received a $99,900 subscription for its common stock. Before the stock was issued, the subscriber cancelled the transaction, but has not demanded a refund. The Company intends to repay this obligation.
16
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
6. ADMINISTRATIVE EXPENSES
Included in administrative expenses are the following items:
|
2012
|
2011
|
|||||||
|
Professional fees
|
5,006
|
5,675
|
||||||
|
Filing fees
|
9,750
|
1,121
|
||||||
|
Other
|
885
|
354
|
||||||
|
|
$
|
15,641
|
$
|
7,150
|
||||
7. INCOME TAXES
The Company has experienced losses since its inception. As a result, it has incurred no Federal income tax. The Internal Revenue Code allows net operating losses (NOL's) to be carried forward and applied against future profits for a period of twenty years. The available NOL's totaled $ at December 31, 2012. The potential benefit of these NOL's has been recognized on the books of the Company, but it has been offset by a valuation allowance. If not used, the NOL carryforward will expire in the years 2016 through 2031.
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 noncurrent deferred tax assets as presented below, offset by valuation allowance. The valuation increased by $8,557 during the year.
|
Deferred Tax Asset
|
$
|
311,946
|
||
|
Valuation Allowance
|
311,946
|
|||
|
Balance Recognized
|
$
|
-
|
Following is a table of NOL expiration dates:
|
Expiring in
|
US
|
|||
|
2020
|
$ | 555 | ||
|
2021
|
20,944 | |||
|
2022
|
100,922 | |||
|
2023
|
147,981 | |||
|
2024
|
11,520 | |||
| 5025 | 79,170 | |||
| 2026 | 356,735 | |||
| 2027 | 53,560 | |||
| 2028 | 26,711 | |||
| 2029 | 17,856 | |||
| 2030 | 56,595 | |||
| 2031 | 13,430 | |||
| 2032 | 25,166 | |||
| $ | 917,165 | |||
17
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
7. INCOME TAXES (CONT'D)
There are no transactions other than the NOL'S, mentioned above, which would create deferred tax assets or liabilities.
The years 2010, 2011, and 2012 are subject to audit by the Internal Revenue Service.
8. RENTALS UNDER OPERATING LEASE
The Company shares office space in Vancouver, New York and Tokyo with Amanasu Environment Corporation. This sharing arrangement is on a month to month basis. There was no rent expense incurred in 2012 or 2011.
9. SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
There was no cash paid for interest during either of the periods presented. Cash payments for income taxes during 2012 and 2011were $0 and $2,258, respectively. There were no non-cash investing or financing activities during either 2012 or 2011.
10.STOCK OPTIONS
On May 9, 2009, the Board of Directors approved the issuance of 1,000,000 options to purchase Company common stock. These options vested upon issuance and are exercisable for a period of ten years, expiring May 9, 2019. The fair value of these options at the date of issuance was $10,000, determined by a Black Sholes valuation model.
11. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant effect on the Company's results of operations, financial position or cash flows.
18
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
12. SALE OF SUBSIDIARY
On February 7, 2012, the Company sold its majority position in Amanasu Support Corporation to its parent company, Amanasu Corporation (Japan) for $10,000. This transaction was treated as a sale involving companies under common control. Accordingly, no gain or loss was recorded. The liabilities of the subsidiary exceeded its assets at the date of sale. The excess ($438,454) was credited to paid in capital, calculated as follows.
|
Liabilities transferred
|
$ | 522,120 | ||
|
Cash transferred
|
(3 | ) | ||
|
Other assets transferred
|
(721 | ) | ||
|
Noncontrolling interest
|
(8,204 | ) | ||
|
Accumulated other comprehensive income to date of sale
|
$ | (74,728 | ) | |
|
Amount transferred to additional paid in capital
|
$ | 438,454 |
19
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.
Disclosure Controls
We carried out an evaluation required by Rule 13a-15 of the Securities Exchange Act of 1934 (Exchange Act) under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures over financial reporting.
Disclosure controls and procedures are designed with the objective of ensuring that (i) information required to be disclosed in an issuer's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
The evaluation of our disclosure controls and procedures included a review of our objectives and processes and effect on the information generated for use in this Report. This type of evaluation is done quarterly so that the conclusions concerning the effectiveness of these controls can be reported in our periodic reports filed with the SEC. Our report on management's assessment of our internal control over financial reporting, as reported in our original filing on Form 10-K for the year ended December 31, 2009, was not prepared in the manner prescribed in Rule 13a-15. We have implemented the required processes and compensatory controls to minimize the risk of any recurrence and we will continue to develop processes that will be necessary as the business grows, and financial reporting becomes more complex. We intend to maintain these controls as processes that may be appropriately modified as circumstances warrant.
Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective in timely alerting them to material information which, is required to be included in our periodic reports filed with the SEC as of the filing of this Report.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15. Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of the company's internal control over financial reporting pursuant to Exchange Act rule 13a - 15 and based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the criteria set forth in Internal Control - Integrated Framework, our Chief Executive Officer and Chief Financial Officer concluded that our internal controls and procedures over financial reporting were ineffective as of December 31, 2012.
However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Management necessarily applied its judgment in assessing the benefits of controls relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and may not be detected.
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we engaged our independent registered public accounting firm to perform, an audit on our internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report.
20
Changes in internal controls over financial reporting.
There have been no significant changes in the Company's internal controls or in other factors since the date of the Chief Executive Officer's and Principal Financial Officer's evaluation that could significantly affect these internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses.
ITEM 9A (T). CONTROLS AND PROCEDURES
None.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
On of May 11, 2009 Yukinori Yoshino resigned as the President of the Registrant. The resignation of Mr. Yukinori Yoshino is owing to personal reasons and is not a result of any disagreements with the Registrant on any matter relating to the Registrant's operations, policies or practices. Current Chairman Atsushi Maki will assume the vacant positions of Chief Executive Officer effective May 11, 2009.
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.
|
Name
|
Age
|
Position
|
|
Atsushi Maki
|
62
|
Chairman, Chief Executive Officer Director
|
|
Lina Lei
|
49
|
Secretary, Treasurer
|
Atsushi Maki has been the a Director of the Company since June 1, 2001. Mr. Maki was appointed Chairman October 16th, 2007. 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. Mr. Maki also is a director of Amanasu Environment Corporation, a reported company under the federal securities laws.
Lina Lei has been the Secretary of the Company since 2001. Ms. Lei was appointed a director in November 1999 and resigned from the board on August 21, 2002. From May 1990 to November 1999, Ms. Lei was employed by Thunder Company Ltd, Tokyo, Japan, in various capacities including as its managing director. Ms. Lei obtained a master's degree from Hitotsubashi University in Tokyo in 1990. During the past seven years, Ms. Lei's work involvement has been limited to activities of the Company and that of Amanasu Techno Holdings Corporation.
21
ITEM 11. EXECUTIVE COMPENSATION
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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table will identify, as of March 31, 2013, 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 46,706,300 shares of common stock of the Company which are issued and outstanding as of March 31, 2013. 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, Minatoku, Tokyo, Japan
|
35,000,000
|
75.3%
|
|
Common Stock
|
Atsushi Maki(3)
|
40,373,700
|
86.8%
|
|
Common Stock
|
Lina Lei(4)
|
40,373,700
|
86.8%
|
|
Common Stock
|
Officers and Directors, as a group (3 persons)
|
40,373,700
|
86.8%
|
|
1.
|
(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.
|
(2) Mr. Atsushi Maki, a director of the Company, is the sole shareholder of Amanasu Corporation and is deemed the beneficial owner of such shares.
|
|
3.
|
(3) Includes 4,873,700 shares of common stock held individually by Mr. Maki, 35,000,000 shares of common stock held by Amanasu Corporation, and 500,000 shares of common stock held by Lina Lei. Mr. Maki disclaims beneficial ownership of the shares held by Lina Lei.
|
|
4.
|
(4) Includes 500,000 shares of common stock held individually by Ms. Lei, and 39,873,700 shares of common stock beneficially owned by Atsushi Maki, Ms. Lei's spouse. Ms. Lei disclaims beneficial ownership of the shares held by Atsushi Maki.
|
22
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
When the Company was established, the common stock of 17,000,000 shares were issued to Amanasu Corporation, and the Company also issued an option to Amanasu Corporation to acquire 20,000,000 shares of the common stock at $0.02 per share, which was exercised by Amanasu Corporation in October 2001. This acquisition of the common stock of the Company by Amanasu Corporation has no relation to the event of the transfer of the right to the license agreement for the high efficiency electrical motor and a high-powered magnet made between Amanasu Corporation and the Company.
|
·
|
As of August 6th, 2001, Amanasu Corporation paid $250,000 out of the sum of $400,000 to the Company for the common stock of 20,000,000 shares.
|
|
·
|
As of October 12th, 2001, Amanasu Corporation paid the balance of $150,000 to the Company.
|
An additional 6,350,000 shares of its common stock, valued at $6,350, were issued to third parties. These shares consisted of: 2,700,000 shares to Mr. Atsushi Maki, 3,000,000 shares to three persons to perform marketing services for the Company, and 650,000 shares to three technical consultants of a company owned by the principal inventor.
During 2006, Lina Lei, an officer of the Company, received $10,500 in exchange for performing consulting services for the Company.
The Company shares office space in Vancouver, New York and Tokyo offices with Amanasu Environment Corporation, a reporting company under the Securities Exchange Act of 1934, and a company controlled by Atsushi Maki, a director of the he Company (See "Part I - Item 2 Properties").
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
|
1.
|
Audit Fees during 2012 and 2011 were $25,000 and $8,675 respectively, payable to the Company's principal auditor, Jeffrey & Company.
|
|
2.
|
Audit Related Fees during 2012 and 2011 were $ and $ respectively.
|
|
3.
|
Caption Tax Fees during 2012 and 2011 were $690.00 and $690.00 respectively.
|
|
4.
|
All Other Fees during 2012 and 2011 were $0.00 and $0.00 respectively.
|
23
PART IV
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/A filed on June 21, 2002).
|
|
3(i)(b)
|
Certificate of Amendment to Articles of Incorporation. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
|
|
3(i)(c)
|
Certificate of Amendment to Articles of Incorporation. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
|
|
3(i)(d)
|
Certificate of Amendment to Articles of Incorporation. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
|
|
3(ii)(a)
|
Amended and Restated By - Laws of the Company. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
|
|
10(i)
|
License agreement between the Company and Yasunori Takahashi, Yoshiaki Takahashi and Y.T. Magnet Corporation, dated February 10, 2000. (Incorporated by reference to the Company's Form 10-SB/A file on June 21, 2002).
|
|
10(ii)
|
Agreement between Family Corporation and the Company dated March 10, 2000. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
|
|
Consultation Agreement between Lina Lei and the Company made on May 12, 2002. (Form 10KSB filed on March 31, 2003)
|
|
|
Consultation Agreement between Lina Lei and the Company made on May 12, 2002. (Form 10KSB/A filed on July 21, 2003)
|
|
|
Exhibit 31
|
Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002.
|
|
Exhibit 32
|
Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002.
|
|
101 INS
|
XBRL Instance Document*
|
|
101 SCH
|
XBRL Schema Document*
|
|
101 CAL
|
XBRL Calculation Linkbase Document*
|
|
101 LAB
|
XBRL Labels Linkbase Document*
|
|
101 PRE
|
XBRL Presentation Linkbase Document*
|
|
101 DEF
|
XBRL Definition Linkbase Document*
|
The XBRL related information in Exhibit 101 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.
24
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 Techno Holdings Corporation
/s/ Atsushi Maki
Chairman & Chief Executive Officer
May 15, 2013
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
Director
May 15, 2013
25