AMANASU TECHNO HOLDINGS CORP - Annual Report: 2013 (Form 10-K)

ansu_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

o 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 CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		98-0351508
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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:

Title of each class		Name of each exchange on which registered
COMMON STOCK		OTC-BB

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. Yeso Noþ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Noþ

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. Yesþ Noo

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). Yesþ Noo

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. þ

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.

Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2013, the last day of the registrant’s most recently completed second quarter, was $63,589.00.

As of February 28, 2014 the registrant had 46,956,300 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, 2013

TABLE OF CONTENTS

Reference	Section Name	Page

PART I

Item 1.	Business	3
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	5
Item 2.	Properties	6
Item 3.	Legal Proceedings	6
Item 4.	Mine Safety Disclosures	6

PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	6
Item 6.	Selected Financial Data	7
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	8
Item 8.	Financial Statements and Supplementary Data	9
	Report of Independent Registered Public Accounting Firm	9
	Consolidated Balance Sheets	10
	Consolidated Statements of Operations	11
	Consolidated Statements of Changes in Stockholder's Equity	12
	Consolidated Statements of Cash Flows	13
	Notes to Consolidated Financial Statements	14
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	20
Item 9A.	Controls and Procedures	20
Item 9B.	Other Information	21

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	21
Item 11.	Executive Compensation	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13.	Certain Relationships and Related Transactions, and Director Independence	23
Item 14.	Principal Accounting Fees and Services	23

PART IV

Item 15.	Exhibits and Financial Statement Schedules	24
	Signatures	25

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. Subsequently 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% government rebate, which the company believes makes the technology, extremely competitive even in the current global economic crisis. The company is now currently seeking, manufacturing partners.

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.

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 Company’s goal for the next 2 years is to enter into the NASDAQ global market.

Employees.

As of December 31, 2013, the Company has no full time employees.

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 exclusive 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 ownerships of February 28, 2014. Consequently, management will control the vote on all matters brought before shareholders, and holders of common stock may have no power in corporate decisions usually brought before shareholders.

Conflicts of Interest. The officers of the Company are not full time employees. Presently, the Company does not have a formal conflicts of interest policy governing its officers and directors. In addition, the Company does not have written employment agreements with its officers. Its officers intend to devote sufficient business time and attention to the affairs of the Company to develop the Company's business in a prudent and business-like manner. However, the principal officer is engaged in other businesses related and unrelated to the business of the Company, and in the future, will engage in other business ventures. As a result, the principal officer and other officer of the Company may have a conflict of interest in allocating their respective time, services, and future resources, and in exercising independent business judgment with respect to their other businesses and that of the Company.

Reliance upon Third Parties. The Company does not intend on maintaining a significant technical staff nor does it intend on manufacturing its products. Rather it will rely heavily on consultants, contractors and manufacturers to design, develop and manufacture its products. Accordingly, there is no assurance that such third parties will be available when needed at affordable prices.

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.

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, 2015. 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 does not contribute toward the rent.

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 February 28, 2014 there were 51 registered holders of record of our common stock.

The following table sets forth the high and low closing 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.

Quarter Ended	Mar. 31		Jun. 30		Sep. 30		Dec. 31		Year
Fiscal Year 2013
Common stock price per share:
High	$	0.01	$	0.01	$	1.66	$	0.21	$	0.01
Low	$	0.01	$	0.01	$	0.01	$	0.05	$	0.01
Fiscal Year 2012
Common stock price per share
High	$	0.01	$	0.01	$	0.01	$	0.01	$	0.01
Low	$	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.

Equity Compensation Plan Information

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders (1)		-0-		-0-		-0-
Equity compensation plans not approved by security holders (2)		-0-		-0-		-0-
Total		-0-		-0-		-0-

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, 2013 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 $248,103 as well as an accumulated deficit of $1,741,050. 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.

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 developed 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 Company will also be concentrating its 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 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 cancelled that debt based on business services provided by Mr. Maki, President of the Company. The deposit has been credited to paid in capital. The Company intends to raise additional funds in the near future through private placements of its common stock. $50,000 was received for stock sales in 2013. The proceeds from such private placements will be allocated for administrative salaries, office expenses and travel, product development and testing.

Results of Operations

During the fiscal 2013 and 2012, the Company spent $-0- and $-0- respectively on research and development.

Total assets as of December 31, 2013 were $25,241, compared to $3,981 as of December 31, 2012. Total Current Liabilities as of December 31, 2013 was $366,444 compared to $357,727 at December 31, 2012. The increase is primarily due to accrued interest on debt.

Selling and administrative expenses as during 2013 was $27,523 compared to $15,641 during the same period in 2012. The increase is due primarily to higher professional fees and filing costs due to the 2012 sale of Amanasu Support.

OFF-BALANCE SHEET ARRANAGEMENTS

The Company has no off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

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, 2013 and 2012 and the related consolidated statements of operations, changes in stockholders' deficit, 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, 2013. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted the audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 audits provide 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, 2013 and 2012 and the results of its operations and its cash flows for the years ended December 31, 2013 and 2012 and the period from December 1, 1997 ( date of inception of development stage) to December 31, 2013, 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, 2013, the Company had a working capital deficiency of $248,103 as well as an accumulated deficit of $1,741,050. 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

March , 2014

AMANASU TECHNO HOLDINGS CORPORATION

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

December 31, 2013 and 2012

	2013			2012
ASSETS
Current Assets:
Cash	$	18,441		$	3,981

Total current assets		18,441			3,981

Other Assets:
Due from affiliate		6,800			-
Total other assets		6,800			-


Total Assets	$	25,241		$	3,981

LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:



Accrued expenses	$	45,709		$	31,992
Advances from shareholders and officers		320,735			225,835
Other advance		-			99,900
Total current liabilities		366,444			357,727

Stockholders' Deficit:

Common Stock: authorized 100,000,000 shares of $.001 par value;46,756,300 and 46,706,300 shares issued and outstanding, respectively		46,756			46,706
Additional paid in capital		1,343,091			1,293,141
Paid in capital - options		10,000			10,000
Deficit accumulated during development stage		(1,741,050	)		(1,703,593	)
Total stockholders' deficit		(341,203	)		(353,746	)
Total Liabilities and Stockholders' Deficit	$	25,241		$	3,981

The accompanying notes are an integral part of these financial statements.

AMANASU TECHNO HOLDINGS CORPORATION

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

ACCUMULATED DURING DEVELOPMENT STAGE

	Year 2013			Year 2012			December 1, 1997 (Date of Inception of Development Stage) to December 31, 2013
Revenue	$	-		$	-		$	124,461
Cost of Goods Sold		-			-			23,980
Gross Profit		-			-			100,481

Selling and administrative expenses		27,523			15,641			1,160,595
Write off of inventory		-			-			68,288

Impairment expense		-			-			103,528
Total expenses of continuing entity		-			15,641			1,332,411
Operating loss of continuing entity		(27,523	)		(15,641	)		(1,231.930	)

Other Income (Expense):
Interest Income		-			-			4
Other Income		-			-			3,550
Interest Expense		(9,934	)		(9,525	)		(24,263	)
Net Loss accumulated during development stage of continuing entity		(37,457	)		(25,166	)		(1,252,639	)
Net Loss accumulated during development stage of discontinued operation		-			(9,234	)		(450,954	)
Net loss accumulated during development stage		(37,457	)		(34,400	)		(1,703,593

Other comprehensive loss:of discontinued entity -
foreign currency adjustments		-			(5,244	)		(74,128	)

Total Comprehensive Loss- continuing entity		(37,457	)		(25,166	)		( 1,252,639	)
Total comprehensive loss-discontinued operations		-			(14,478	)		(525,082	)
Total comprehensive loss	$	(37,457	)	$	(39,644	)	$	(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		46,733,834			46,706,300

The accompanying notes are an integral part of these financial statements.

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, 2013

	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
S 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	)
Net loss of 2010for discontinued operation											( 267,504	)							(267,504	)
Net loss of Allocated 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	)
Proceeds from sale of stock		50,000			50			49,950			-			-			-		50,000
Net (loss) 2013											(37,457								(37,457	)
Balance, December 31, 2013		46,756,300		$	46,756		$	1,343,091		$	(1,741,050	)	$	-		$	10,000	$	(341,203	)

The accompanying notes are an integral part of these financial statements.

AMANASU TECHNO HOLDINGS CORPORATION

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2013 and 2012 and

For the Period December 1, 1997 (Date of Inception of Development Stage) to December 31, 2013

	2013			2012			December 1, 1997 (Date of Inception of Development Stage) To December 31, 2013
CASH FLOWS FROM OPERATIONS
Net loss from continuing operations	$	(37,457	)	$	(25,166	)	$	(1,290,250	)
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
Adjustment to sale of Support		-			154			154

Changes in assets and liabilities:

Increase (decrease) in accrued expenses		3,783			(19,167	)		53,239

Increases in accrued interest payable to related parties		9,934			9,525			44,263
Net Cash Consumed By Operating Activities of continuing operations		(23,740	)		(34,654	)		(1,073,532	)
Net Cash Consumed by Operating Activities of discontinued operations		-			(53	)		(106,781	)
Total Cash Consumed by Operating Activities		(23,740	)		(34,707	)		(1,180,313	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of automobile		-			-			(1,500	)
(Increases) in due from affiliate		(25,048	)		-			(225,048	)
Decreases in due from affiliate		18,248						218,248
Payment of amounts due for licensing agreements		-			-			(168,885	)
Proceeds of sale of subsidiary		-			10,000			10,000
Net Cash (Consumed) Provided by Investing Activities of Continuing Operations		(6,800	)		10,000			(167,185	)
Net Cash Consumed by Investing Activities of Discontinued Operations								(160,228	)
Net Cash provided (Consumed) by Investing Activities		(6,800	)		10,000			(327,413	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of short term loan		-			-			68,261
Advance received		-			-			99,900
Proceeds from sale of common stock		50,000			-			860,093
Shareholder deposits for common stock		-			-			70,000
Proceeds of loans from shareholder and officers		-			80,000			370,436
Repayments of loans from shareholder and officers		(5,000	)		(53,260	)		(138,260	)
Net Cash Provided By Financing Activities of Continuing Operations		45,000			26,740			1,330,430
Total Cash Provided by Financing Activities of Discontinued Operations					-			195,737
Total Cash Provided by Financing Activities		45,000			26,740			1,526,167

Net Change In Cash-continuing operation		14,460			2,086			89,713

Net change in cash discontinued operation		-			(53	)		(71,272	)
Cash balance, beginning of period for continuing operation		3,981			1,895			-
Cash balance, beginning of period for discontinued operations		-			53			-
Cash balance, end of period for continuing operations	$	18,441		$	3,981		$	18,441

The accompanying notes are an integral part of these financial statements.

AMANASU TECHNO HOLDINGS CORPORATION

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

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, 2013, 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, 2013, 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 an original maturity of three months or less to be cash equivalents.

AMANASU TECHNO HOLDINGS CORPORATION

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

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;

AMANASU TECHNO HOLDINGS CORPORATION

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

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.

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, 2013, 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 2006-2013, the Company president made advances to the Company totaling $110,000.

The Company secretary made advances during the years 2007-2010 totaling $23,550.

The parent corporation made advance of $92,285 during the period between 2007-2011. During 2013 $5,000 was repaid leaving a balance of $87,285.

All advances bear interest at 4.45%.

Accrued interest in the amount of $31,910 owed to related parties is included in accrued expenses.

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 had not demanded a refund.

During 2013 the Company President provided personal services for the subscriber and as a result the subscriber assigned the debt to the Company President. The $99,900 is now payable to the Company President and is included in Advances from Shareholders and Officers

AMANASU TECHNO HOLDINGS CORPORATION

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

6. ADMINISTRATIVE EXPENSES

Included in administrative expenses are the following items:

	2013		2012
Professional fees	$	21,794	$	5,006
Filing fees		5,702		9,750

Other		27		885
	$	27,523	$	15,641

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 $948,602 at December 31, 2013. 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 2020 through 2033.

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 a valuation allowance. The valuation allowance increased by $12,735 during the year.

Deferred Tax Asset	$	322,524
Valuation Allowance		322,524
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
2033		37,457
Total	$	948,602

AMANASU TECHNO HOLDINGS CORPORATION

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

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 2011, 2012, and 2013 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 2013 or 2012.

9. SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

There was no cash paid for interest or income taxes during either of the periods presented. A stock purchase advance liability from a non-related corporation in the amount of $99,900 was cancelled due to personal services provided by the Company President. This cancelled liability was credited to advances from shareholders and officers. There were no other non-cash investing or financing activities during either 2013 or 2012.

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 at .05 per share, 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. There is disagreement regarding the value of services performed in exchange for these options. They will be continued at $10,000 until the contract can be resolved.

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.

AMANASU TECHNO HOLDINGS CORPORATION

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

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		(8,214	)
Accumulated other comprehensive income to date of sale		(74,728	)
Amount transferred to additional paid in capital	$	438,454

13. SUBSEQUENT EVENTS

Subsequent to the balance sheet date the Company sold 200,000 shares to an unrelated corporation for $200,000 in a private sale.

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.

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 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The directors and executive officers of the Company, their ages, and the positions they hold are set forth below. The directors of the Company hold office until the next annual meeting of stockholders of the Company and until their successors in office are elected and qualified. All officers serve at the discretion of the Board of Directors.

Name	Age	Position

Atsushi Maki	63	Chairman, Chief Executive Officer Director

Lina Lei	50	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.

ITEM 11. EXECUTIVE COMPENSATION

The officers of the Company are not full time employees. They do not currently receive compensation. 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.

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 46,756,300 shares of common stock of the Company which are issued and outstanding as of February 28, 2014. 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		74.9	%

Common Stock	Atsushi Maki(3)		40,373,700		86.4	%

Common Stock	Lina Lei(4)		40,373,700		86.4	%

Common Stock	Officers and Directors, as a group (3 persons)		40,373,700		86.4	%

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.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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 2013 and 2012 were $21,144 and $5,006 respectively, payable to the Company's principal auditor, Jeffrey & Company.
2.	There were no Audit Related Fees paid during 2013 and 2012 were $ and $ respectively.
3.	Income Tax Fees paid during 2013 and 2012 were $650.00 and $0.00 respectively.
4.	All Other Fees paid during 2013 and 2012 were zero.

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.

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

March 28, 2014	By:	/s/ Atsushi Maki
		Atsushi Maki
		Chairman & Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

		/s/ Atsushi Maki
		Atsushi Maki
		Director