AMANASU TECHNO HOLDINGS CORP - Quarter Report: 2016 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended: September
30, 2016
☐ TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission File Number: 001-31261
AMANASU TECHNO HOLDINGS CORRPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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98-031508
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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445 Park Avenue Center,
10th
Floor
New York, NY 10022
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(Address of principal executive offices)
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(604) 790-8799
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(Registrant’s telephone number, including area
code)
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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 or 15(d) of the
Securities Exchange Act of 1934 during the past 12 months, and (2)
has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files.
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or 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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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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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). Yes ☐ No ☒
As
of November 14, 2016, there were 49,956,300 shares outstanding of
the registrant’s common stock.
AMANASU TECHNO HOLDINGS CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2016
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
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Item
1.
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Financial
Statements (unaudited).
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2
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| Item 2. |
’Managements Discussion and
Analysis of Financial Condition and Results of
Operations.
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10
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Item
3.
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Quantitative and Qualitative Disclosures About Market
Risk.
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10
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Item
4.
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Controls and Procedures.
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11
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PART II - OTHER INFORMATION
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Item
1.
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Legal Proceedings.
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11
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Item
1A.
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Risk Factors.
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11
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Item
2.
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Unregistered Sales of Equity Securities and Use of
Proceeds.
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11
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Item
3.
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Defaults Upon Senior Securities.
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11
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Item
4.
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Mine Safety Disclosures.
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11
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Item
5.
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Other Information.
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11
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Item
6.
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Exhibits.
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12
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Signatures
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12
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AMANASU TECHNO HOLDINGS CORPORATION
BALANCE SHEETS
(Unaudited)
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September 30,
2016
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December
31,
2015
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ASSETS
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Current
Assets:
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Cash
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$5,056
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$13,302
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Total
current assets
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5,056
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13,302
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Other
Assets:
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Due from
affiliate
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17,135
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25,297
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Total
other assets
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17,135
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25,297
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Total
Assets
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$22,191
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$38,599
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LIABILITIES &
STOCKHOLDERS' DEFICIT
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Current
Liabilities:
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Accrued expenses
– shareholders and officers
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$72,306
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$43,885
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Advances from
shareholders and officers
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255,875
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237,900
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Deposit on stock
purchase
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61,030
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61,030
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Total
current liabilities
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389,211
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342,815
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Total
liabilities
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389,211
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342,815
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Stockholders'
Deficit:
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Common Stock:
authorized 100,000,000 shares of $.001 par value; 46,956,300 and
46,956,300 shares issued and outstanding, respectively
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46,956
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46,956
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Additional paid in
capital
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1,542,891
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1,542,891
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Paid in
capital
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10,000
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10,000
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Accumulated
deficit
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(1,966,867)
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(1,904,063)
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Total
stockholders' deficit
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(367,020)
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(304,216)
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Total
Liabilities and Stockholders' Deficit
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$22,191
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$38,599
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The
accompanying notes are an integral part of these financial
statements.
2
AMANASU TECHNO HOLDINGS CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
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Three Month
Periods
Ended September
30,
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Nine Month
Periods
Ended September
30
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2016
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2015
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2016
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2015
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Revenue
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$-
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$-
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$-
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$-
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Cost of Goods
Sold
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-
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-
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-
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-
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Gross
Profit
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-
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-
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-
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-
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General and
administrative expenses
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27,563
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2,503
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54,384
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60,756
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Total operating
expenses
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27,563
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2,503
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54,384
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60,756
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Operating
loss
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(27,563)
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(2,503)
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(54,384)
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(60,756)
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Other
Expense:
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Interest Expense
– shareholders and officers
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(2,908)
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(3,397)
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(8,420)
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(8,107)
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Net
loss
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$(30,471)
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$(5,900)
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$(62,804)
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(68,863)
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Loss
per share - Basic and Diluted-
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$-
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$-
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$-
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$-
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Weighted
average number of common shares outstanding
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46,956,300
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46,956,300
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46,956,300
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46,956,300
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The
accompanying notes are an integral part of these financial
statements.
3
AMANASU TECHNO HOLDINGS CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
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Nine Months
Ended
September
30, 2016
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Nine Months
Ended
September
30, 2015
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CASH FLOWS FROM
OPERATIONS
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Net
loss
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$(62,804)
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$(68,863)
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Changes
in assets and liabilities:
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Increase in accrued
expenses – shareholders and officers
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28,421
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5,841
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Total
Cash Used in Operating Activities
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(34,383)
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(63,022)
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CASH FLOWS FROM
INVESTING ACTIVITIES
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Repayment of
due from affiliate
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8,162
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-
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Total
Cash Provided By Investing Activities
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8,162
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-
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CASH FLOWS FROM
FINANCING ACTIVITIES
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Deposits for common
stock
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-
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61,030
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Loans from
shareholder and officer
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17,975
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20,000
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Repayment of loans
from shareholders and officers
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-
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(15,550)
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Total
Cash Provided by Financing Activities
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17,975
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65,480
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Net Change In
Cash
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(8,246)
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2,458
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Cash balance,
beginning of period
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13,302
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16,410
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Cash balance, end
of period
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$5,056
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$18,868
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Supplemental
disclosures of cash flow information:
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Cash paid for
interest
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$-
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$7,592
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Cash paid for
taxes
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$-
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$-
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The
accompanying notes are an integral part of these financial
statements.
4
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2016
(Unaudited)
1. BASIS OF PRESENTATION
In the
opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the
financial position of the Company as of September 30, 2016, the
results of operations for the three and nine months ended September
30, 2016 and 2015, and statements of cash flows for the nine months
ended September 30, 2016 and 2015. These results are not
necessarily indicative of the results to be expected for the full
year. The financial statements have been prepared in
accordance with the requirements of Form 10-Q and consequently do
not include disclosures normally made in an Annual Report on Form
10-K. The December 31, 2015 balance sheet included
herein was derived from the audited financial statements included
in the Company’s Annual Report on Form 10-K as of that
date. Accordingly, the financial statements included
herein should be reviewed in conjunction with the financial
statements and notes thereto included in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2015, as
filed with the Securities and Exchange Commission
(“SEC”) on March 31, 2016 (the “Annual
Report”).
2. GOING CONCERN UNCERTAINTY
The
accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As shown in the
financial statements, the Company had a working capital deficiency
of $384,155 and an accumulated deficit of $1,966,867 at September
30, 2016, and a record of continuing losses. These factors raise
substantial doubt about the ability of the Company to continue as a
going concern. The financial statements do not include adjustments
relating to the recoverability of assets and classification of
liabilities that might be necessary should the Company be unable to
continue in operation.
The
Company's present plans, the realization of which cannot be
assured, to overcome these difficulties include, but are not
limited to, a continuing effort to investigate business
acquisitions and joint ventures. As such, the Company may need to
pursue additional sources of financing. There can be no assurances
that the Company can secure additional financing.
3. RELATED PARTY TRANSACTIONS
The
Company receives periodic advances from its principal stockholders
and officers based upon the Company’s cash flow needs. All
advances bear interest at 4.45%. During the nine months ended
September 30, 2016, the Company borrowed $17,975. At September 30,
2016 and December 31, 2015, $255,875 and $237,900, respectively,
was due to the shareholders and officers, and accrued interest of
$48,555, and $40,134 at September 30, 2016 and December 31, 2015,
respectively. Interest expense associated with these loans were
$2,908 and $8,420 for the three and nine months ended September 30,
2016, respectively as compared to $3,397 and $8,107 for the three
and nine months ended September 30, 2015, respectively. No terms
for repayment have been established. As a result, the amount is
classified as a current liability.
On
September 2, 2016, the Board of Directors approved a $20,000
consulting fee for the year 2016 to Lina Maki a shareholder of the
Company for her management consulting time in the past. The Company has accrued the consulting fee of
$20,000 as of September 30, 2016.
The
Company also leases it office space from a shareholder of the
Company. At September 30, 2016 and December 31, 2015, amounts due
to the shareholder was. $3,751. For the most part, lease payments
are made by the Company’s affiliate. As such, such mounts are
shown as a reduction in the amount due from affiliate in the
accompany balance sheets.
4. INCOME TAXES
Deferred
income taxes are recorded to reflect the tax consequences or
benefits to future years of any temporary differences between the
tax basis of assets and liabilities, and of net operating loss
carryforwards. The Company has experienced losses since its
inception. As a result, it has incurred no Federal income tax.
Under pronouncements of the FASB, recognition of deferred tax
assets is permitted unless it is more likely than not that the
assets will not be realized. The Company has recorded a 100%
valuation allowance against deferred taxes.
5
5. SUBSEQUENT EVENTS
The Company evaluated subsequent events, which are events or
transactions that occurred after September 30, 2016 through the
issuance of the accompanying financial statements and determined
that no significant subsequent event need to be
disclosed.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This Form 10Q contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E the Securities Exchange Act of 1934, as amended and
such forward-looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. "Forward-looking statements" describe future expectations,
plans, results, or strategies and are generally preceded by words
such as "may," "future," "plan" or "planned," "will" or "should,"
"expected," "anticipates," "draft," "eventually" or "projected."
You are cautioned that such statements are subject to a multitude
of risks and uncertainties that could cause future circumstances,
events, or results to differ materially from those projected in the
forward-looking statements, including the risks that actual results
may differ materially from those projected in the forward-looking
statements as a result of various factors, and other risks
identified in a companies' annual report on Form 10-K and other
filings made by such company with the United States Securities and
Exchange Commission. You should consider these factors in
evaluating the forward-looking statements included herein, and not
place undue reliance on such statements.
The following discussion should be read in conjunction with
the financial statements and notes thereto included in the
Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2015, as filed with the Securities and Exchange
Commission (“SEC”) on March 31, 2016 (the “Annual
Report”).
COMPANY OVERVIEW
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, and has
not conducted any operations or generated any revenue since its
inception.
The Company's principal offices were relocated on April 1, 2010
from 115 East 57th Street 11th Floor New York, NY 10022, to 445
Park Avenue Center 10th floor New York, NY 10022 Telephone:
604-790-8799. The Tokyo branch has relocated from 3-7-11
Azabujuubann Minato-Ku Tokyo Japan to Suite 905, 1-6-1 Senzoku
Taito-Ku Tokyo Japan. Telephone: 03-5808-3663.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
The Company has 2 technologies which the Company believes have
great market potential. 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 an 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 obtained sales and
manufacturing rights to the Haruka brand and is now seeking,
manufacturing partners.
On April 27th, 2009, the Company acquired Amanasu Water Corporation
from its sister company Amanasu Environment Corporation and
renamed it Amanasu Support Corporation. During the quarter ending
March 31, 2013 The Company sold its 100% ownership of Amanasu
Support Corporation, formerly named Amanasu Water Corporation
(Water) to its parent company, Amanasu Corporation (Japan) for
$10,000. Because the subsidiary had an excess of liabilities over
the assets transferred on the sale, the excess was transferred to
paid-in capital.
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 the Company, and the Company
succeeded to the exclusive, worldwide rights. Atsushi Maki, a
director and officer 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.
The market place for electric scooters has become intensely
competitive, thus offering rapid battery recharge time and more
economical sale prices are prerequisites to compete successfully.
To meet the economical sale price requirement the Company planned
to conduct their manufacturing in China to reduce cost, and hoped
it would meet the Company's expectations; however, significant
difficulty with protecting the Company's proprietary technology
unexpectedly emerged. In addition to proprietary issues, there were
major concerns in customer service follow-ups (i.e. product
warranty, maintenance, etc). The Company realized that with minimal
control of the manufacturing standards in China, the result of
safety related incidents, if not managed appropriately, would prove
to be an overwhelming liability for the Company. To solve the two
major issues, the Company decided to initiate a cooperative with a
company that already produces completed electric scooters in a
successful marketing condition. Evader Motorsports, Inc.
("Evader"), an electric motorcycle producer, entered into an
International Distributor Agreement, whereby the Company is
appointed as an exclusive distributor of Evader products. Evader,
in turn, would manage customer-service concerns. The Company was
granted the exclusive rights for the motorcycle retail industry in
Japan, with the right to include other marketing channels provided
that it was agreed upon by both parties. The Company also
considered Evader as a prospective company to share its technology
with to create improved and more advanced electric scooters. The
Company believed that with a combined effort using both companies'
resources and technology, the resulting product would make a
stronger impact on the market.
Further marketing research was carried out comparing current
electric scooters on the market and Evader's scooters. The research
concluded that further refinement in several areas were required.
First the retail price of the Evader scooters was too high to be
competitive in the Japanese market. The research also found that a
new company recently began importing electric scooters from China
to Japan directly. The quality of their product is unclear;
however, the retail price of the new company's product effectively
competes in the Japanese market. The refinements needed to make the
Evader scooters competitive economically would take too much time,
thus the Company has decided to discontinue business relations with
Evader, and abandon the electric scooter project; however, the
Company still holds the related patents.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
History (continued)
In place of the electric scooter, other projects including a
cooperative effort 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 and is expected
to become public. 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' 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.
PRODUCTS
Electric Motor Scooter
The Company initial intentions were to participate in the emerging
electric vehicle market by using its licensed technologies to
design, manufacture, and market lightweight, electric motor
scooters. The Company planned to provide its own battery charging
technology to Evader Motorcycle, Inc. to develop an improved
electric scooter aiming at the Japan and Southeast Asian markets;
however, with recently marketing research, the Evader product was
not able to meet the Company's pricing standards. The Company's
electric scooter project will be on hold until more
customer-service related resources can be attained.
Automated Human Waste Disposal Unit
“Haruka”
This technology collects human waste of hospital, and other care
facility patients on an individual basis through an automated
system (patents pending). The non-invasive collection mechanism is
fastened to patient, which in turn is connected to the collector
itself. The part attached to the patient contains several cleaning
mechanisms, which are activated automatically through the unit's
controller. The collection unit can then be emptied by an attending
care professional when the unit is full. The Company believes that
the hospital, and related care industries will greatly benefit from
this form of technology. With an automated system, care
professional will be able to more effectively allocate their time
to more critical patient needs, while at the same time the patient
is provided with more comfort. The Company plans to utilize
government health care initiatives to reduce the cost the purchaser
(varies by market), which the company believes is the cornerstone
to the project that will in turn help revolutionize the care
industry.
The Company believes that the Haruka is a Class I medical device,
which has a much shorter approval process. The Company has
tentative plans for production, however, cannot guarantee this
production schedule.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
PLAN OF
OPERATION
The Company is a development stage corporation. It has not
commenced its planned operations of manufacturing and
marketing. Its operations to date have been limited to
conducting various tests on its technologies.
The Company will continue to develop and market two technologies
which the Company believes have great market
potential.
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 an 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 obtained
sales and manufacturing rights to the Haruka brand and 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
satisfies all entry requirements, except for investment capital.
The Company's target is to raise $30,000,000 in the near future.
There can be no assurance that the Company will be able to raise
the fund on an acceptable term or at all.
As stated above, the Company cannot 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 $165,000, it may not be
able to complete its plan of expanding operations as discussed
above.
The company is expecting to gain the capital from issuing and
selling the shares of the Company.
Results of Operations
General and administrative expenses increased $25,060 to $27,563
for the three months September 30, 2016 as compared to $2,503 for
the three months ended September 30, 2015 primarily as a result of
higher rent, consulting and professional fees.
General and administrative expenses decreased $6,372 to $54,384 for
the nine months September 30, 2016 as compared to $60,756 for the
nine months ended September 30, 2015 primarily as a result of lower
professional and consulting fees.
As a result of the above, the Company incurred losses from
operations of $27,563 and $54,384 for the three and nine months
ended September 30, 2016 as compared to losses from operations of
$2,503 and $60,756 for the three and nine months ended September
30, 2015.
For the three months ended September 30, 2016, interest expense
decreased $489 to $2,908 as compared to $3,397 for the three months
ended September 30, 2016.
For the nine months ended September 30, 2016, interest expense
increased $313 to $8,420 as compared to $8,107 for the nine months
ended September 30, 2016.
As a result of the above, the Company incurred net losses of
$30,471 and $62,804, respectively, for the three and nine months
ended September 30, 2016 as compared to net losses of $5,900 and
$68,863, respectively, for the three and nine months ended
September 30, 2015.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
LIQUIDITY AND CAPITAL RESOURCES
The Company's minimum cash requirements for the next twelve months
are estimated to be $60,000, including rent, audit and professional
fees. The Company does not have sufficient cash on hand to support
its overhead for the next twelve months and there are no material
commitments for capital at this time other than as described above.
The Company will need to issue and sell shares to gain capital for
operations or arrange for additional shareholder or related party
loans. There is no current commitment for either of
these fund sources.
Our working capital deficit increased $54,642 to $384,155 at
September 30, 2016 as compared to $329,513 at December 31, 2015
primarily due to an increase in advances from shareholders and
officers and accrued interest.
During the nine months ended September 30, 2016, the Company had a
net decrease in cash of $8,246. The Company’s principal
sources and uses of funds were as follows:
Cash used in operating activities. For the nine months ended September 30, 2016, the
Company used $34,383 in cash for operations as compared to $63,022
in cash for the nine months ended September 30, 2015, primarily as
a result of the lower operating loss.
Cash provided by investing activities. Net cash provided by investing activities was
$8,162 for the nine months ended September 30, 2016 as compared to
$-0- for the nine months ended September 30, 2015, due to a
decrease in the amount due from affiliate.
Cash provided by financing activities. Net cash provided by financing activities for the
nine months ended September 30, 2016 was $17,975 as compared to
$65,480 for the nine months ended September 30, 2015 primarily as a
result of lower deposits for the purchase of common stock and loan
from shareholders and officers.
OFF-BALANCE SHEET ARRANAGEMENTS
The Company has no off-balance sheet arrangements.
CRITICAL ACCOUNTING POLICIES
The
Company prepares its financial statements in accordance with
accounting principles generally accepted in the United States of
America. Preparing financial statements in accordance with
generally accepted accounting principles requires the Company to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and
liabilities as of the date of the financial statements and the
reported amounts of revenue and expenses during the reported
period.
Our critical accounting policies are described in the Notes to the
Financial Statements included in our Annual Report on Form 10-K for
the year ended December 31, 2015, as filed with the SEC on March
31, 2016 (the “Annual Report”). There have been no
changes in our critical accounting policies. Our significant
accounting policies are described in our notes to the 2015
consolidated financial statements included in our Annual
Report.
RECENTLY ISSUED ACCOUNTING STANDARDS
No recently issued accounting pronouncements had or are expected to
have a material impact on the Company’s condensed
consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not Applicable.
10
ITEM 4. MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND
PROCEDURES
We
maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in the reports we file
pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) are recorded, processed, summarized and
reported within the time periods specified in the rules and forms
of the SEC, and that such information is accumulated and
communicated to our Chief Executive Officer (“CEO”) and
Chief Financial Officer (“CFO”), to allow timely
decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well
designed and operated, can only provide a reasonable assurance of
achieving the desired control objectives, and in reaching a
reasonable level of assurance, management necessarily was required
to apply its judgment in evaluating the cost-benefit relationship
of possible controls and procedures. Management designed the
disclosure controls and procedures to provide reasonable assurance
of achieving the desired control objectives.
We
carried out an evaluation, under the supervision and with the
participation of our management, including our CEO and CFO, of the
effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by
this Quarterly Report. Based upon that evaluation, the CEO and
CFO concluded that the Company’s disclosure controls and
procedures were ineffective.
(b) Changes in Internal Control over Financial
Reporting
There
were no changes in our internal control over financial reporting,
as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
during our most recently completed fiscal quarter that have
materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
We are
currently not involved in any litigation that we believe could have
a material adverse effect on our financial condition or results of
operations. There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the
knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our
common stock, any of our subsidiaries or of our companies or our
subsidiaries’ officers or directors in their capacities as
such, in which an adverse decision could have a material adverse
effect.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
11
ITEM 6. EXHIBITS
Furnish the Exhibits required by Item 601 of Regulation S-K
(229.407 of this chapter).
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Certification
Pursuant To Section 302 Of The Sarbanes-Oxley Act Of
2002.
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Certification
Pursuant To Section 906 Of The Sarbanes-Oxley Act Of
2002.
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101
INS
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XBRL
Instance Document*
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101
SCH
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XBRL
Schema Document*
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101
CAL
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XBRL
Calculation Linkbase Document*
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101
DEF
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XBRL
Definition Linkbase Document*
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101
LAB
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XBRL
Labels Linkbase Document*
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101
PRE
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XBRL
Presentation Linkbase Document*
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* The XBRL related information in Exhibit 101 shall not be deemed
“filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to liability
of that section and shall not be incorporated by reference into any
filing or other document pursuant to the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific
reference in such filing or document.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused his report to be signed on its
behalf by the undersigned thereunto duly authorized.
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Amanasu Techno Holdings Corporation
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Date: November
14, 2016
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By:
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/s/
Atsushi Maki
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Atsushi
Maki
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Chief
Executive Officer
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Chief
Financial Officer
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Chief
Accounting Officer
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12