AMANASU TECHNO HOLDINGS CORP - Annual Report: 2015 (Form 10-K)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

 
 

 
 

Nevada	98-0351508
(State of incorporation)	(IRS Employer Identification Number)
445 Park Avenue Center, 10th Floor New York, NY	10022
(Address of principal executive offices)	(Zip Code)

 
 

 

 

 

 

 

 

 

 

 

 

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Reference	Section Name	Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties	7
Item 3.	Legal Proceedings	7
Item 4.	Mine Safety Disclosures	7
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	8
Item 6.	Selected Financial Data	9
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	10
Item 8.	Financial Statements and Supplementary Data	11
	Report of Independent Registered Public Accounting Firm	11
	Balance Sheets	12
	Statements of Operations	13
	Statements of Changes in Stockholder's Equity	14
	Statements of Cash Flows	15
	Notes to Financial Statements	16
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9A.	Controls and Procedures	22
Item 9B.	Other Information	23
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	23
Item 11.	Executive Compensation	23
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
Item 13.	Certain Relationships and Related Transactions, and Director Independence	24
Item 14.	Principal Accounting Fees and Services	25
PART IV		26
Item 15.	Exhibits and Financial Statement Schedules	26
	Signatures	27

 

 

 

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the availability and adequacy of our cash flow to meet our requirements;

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economic, competitive, demographic, business and other conditions in our local and regional markets;

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changes in our business and growth strategy;

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changes or developments in laws, regulations or taxes in the entertainment industry;

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actions taken or not taken by third-parties, including our contractors and competitors;

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the availability of additional capital; and

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other factors discussed elsewhere in this Annual Report.

 

 

 

 

 

Quarter Ended		Mar. 31				Jun. 30				Sep. 30				Dec. 31				Year
Fiscal Year 2014
Common stock price per share:
High		$	0.250			$	0.200			$	0.150			$	0.130			$	0.250
Low		$	0.040			$	0.120			$	0.050			$	0.050			$	0.040
Fiscal Year 2015
Common stock price per share
High		$	0.080			$	0.150			$	0.130			$	0.208			$	0.208
Low		$	0.065			$	0.060			$	0.060			$	0.055			$	0.055

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

 

During  the  year 2014,  the  Company  issued  200,000  shares  of  common  stock, realizing  cash  proceeds  of  $200,000.  These  sales  were  exempt  under Regulation  S  under  the Securities Act of 1933, as amended, due to the foreign nationality  of  the  relevant  purchasers.

 

 

 

 

 

 

 

 

 

 

		2015				2014
ASSETS
Current Assets:
Cash		$	13,302			$	16,410
Total current assets			13,302				16,410
Other Assets:
Due from affiliate			25,297				13,870
Total other assets			25,297				13,870
Total Assets		$	38,599			$	30,280
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
Accrued expenses		$	43,885			$	37,586
Deposit on purchase			61,030				-
Advances from shareholders and officers			237,900				233,450
Total current liabilities			342,815				271,036
Commitments and contingencies			-				-
Stockholders' Deficit:
Common Stock: authorized 100,000,000 shares of $.001 par value;46,956,300 and 46,956,300 shares issued and outstanding, respectively			46,956				46,956
Additional paid in capital			1,542,891				1,542,891
Paid in capital - options			10,000				10,000
Deficit accumulated during development stage			(1,904,063	)			(1,840,603	)
Total stockholders' deficit			(304,216	)			(240,756	)
Total Liabilities and Stockholders' Deficit		$	38,599			$	30,280

 

 

 

		For the Years Ended December 31,
		2015				2014
Revenue		$	-			$	-
Cost of Goods Sold			-				-
Gross Profit			-				-
Selling and administrative expenses			49,570				87,196
Operating loss			(49,570	)			(87,196	)
Other Income (Expense):
Interest Expense – Related Parties			(13,890	)			(12,357	)
Net loss		$	(63,460	)		$	(99,553	)
Loss per share - Basic and Diluted		$	(0.00	)		$	(0.00	)
Weighted average number of common shares outstanding			46,956,300				46,733,834

 

 

 

		Common Stock								Additional Paid In				Deficit Accumulated During Development				Paid In Capital
		Shares				Amount				Capital				Stage				Options				Total
Balance, December 31, 2013			46,756,300				46,756				1,343,091				(1,741,050	)			10,000				(341,203	)
Proceeds from sale of stock			200,000				200				199,800				-				-				200,000
Net (loss) for year ended     December 31, 2014															(99,553	)							(99,553	)
Balance, December 31, 2014			46,956,300			$	46,956			$	1,542,891			$	(1,840,603	)		$	10,000			$	(240,756	)
Net (loss) for year ended December 31, 2015															(63,460	)							(63,460	)
Balance, December 31, 2015			46,956,300			$	46,956			$	1,542,891			$	(1,904,063	)		$	10,000			$	(304,216	)

 

 

 

		2015				2014
CASH FLOWS FROM OPERATIONS
Net loss from continuing operations		$	(63,460	)		$	(99,553	)
Adjustments to reconcile net loss to net cash consumed by operating activities :
Changes in Assets and Liabilities:
Increase (decrease) in accrued expenses			6,299				(15,193	)
Increase in amounts due from affiliate			(11,427	)			-
Total Cash Consumed by Operating Activities			(68,588	)			(114,746	)
Cash Flows From Financing Activities
Proceeds from sale of common stock			-				200,000
Shareholder deposit for common stock			61,030				-
Proceeds from loans from shareholders and officers			20,000
Repayments of loans from shareholder and officers			(15,550	)			(87,285	)
Total Cash Provided by Financing Activities			65,480				112,715
Net Change In Cash			(3,108	)			(2,031	)
Cash balance, beginning of year			16,410				18,441
Cash balance, end of year		$	13,302			$	16,410

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

		2015				2014
Professional  and consulting fees		$	33,760			$	45,460
Filing fees			-				2,710
Rent			15,750				31,500
Other			60				7,526
		$	49,570			$	87,196

 

Deferred Tax Asset		$	341,740
Valuation Allowance			(341,740	)
Balance Recognized		$	-

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
2034			99,553
2035			63,460
Total		$	1,111,615

 

Year		Amount
2016		$	15,000
2017		$	11,250
Total		$	26,250

 

 

 

 

 

    

Name		Age		Position
Atsushi Maki		64		Chairman, Chief Executive Officer, Director

 

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.

 

 

		2015				2014
Audit Fees		$	20,000			$	25,500
Audit-Related Fees			-				-
Total Audit and Audit-Related Fees			20,000				25,500
Tax Fees			-				-
All Other Fees			-				-
Total		$	20,000			$	25,500

	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.
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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*

 

 

	Amanasu Techno Holdings Corporation
	By:	/s/ Atsushi Maki
		Atsushi Maki
		Chairman & Chief Executive Officer
		Chief Financial Officer
		March 30, 2016

	By:	/s/ Atsushi Maki
		Atsushi Maki
		Director
		March 30, 2016

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