AMANASU TECHNO HOLDINGS CORP - Quarter Report: 2017 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended: March
31, 2017
☐ TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission File Number: 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, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer”, “smaller reporting company” and "emerging
growth company" in Rule 12b-2 of the Exchange Act. (Check
one):
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
(Do not check if a smaller reporting company)
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Smaller reporting company
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☒
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Emerging
growth company
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☐
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If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
As of May 12, 2017, 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 MARCH 31, 2017
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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1
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
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6
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk.
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8
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Item
4.
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Controls
and Procedures.
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9
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PART II - OTHER INFORMATION
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Item
1.
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Legal
Proceedings.
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9
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Item
1A.
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Risk
Factors.
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9
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds.
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9
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Item
3.
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Defaults
Upon Senior Securities.
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9
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Item
4.
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Mine
Safety Disclosures.
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9
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Item
5.
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Other
Information.
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9
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Item
6.
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Exhibits.
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9
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Signatures
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9
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AMANASU TECHNO HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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March
31,
2017
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December
31,
2016
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Current
Assets:
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Cash
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$12,518
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$5,018
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Total
current assets
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12,518
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5,018
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Total
Assets
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$12,518
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$5,018
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LIABILITIES
& STOCKHOLDERS' DEFICIT
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Current
Liabilities:
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Accrued expenses
– stockholders and officers
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$82,457
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$77,015
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Accrued expenses
– other
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7,500
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-
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Due to
affiliate
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12,821
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5,911
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Advances from
stockholders and officers
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272,575
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261,575
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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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436,383
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405,531
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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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1,552,891
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1,552,891
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Accumulated
deficit
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(2,023,712)
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(2,000,360)
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Total
stockholders' deficit
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(423,865)
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(400,513)
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Total
Liabilities and Stockholders' Deficit
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$12,518
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$5,018
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The
accompanying notes are an integral part of these financial
statements.
1
AMANASU TECHNO HOLDINGS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months
Ended
March 31,
2017
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Three Months
Ended
March 31,
2016
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Revenue
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$-
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$-
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Cost of Goods
Sold
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-
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-
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Gross
Profit
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-
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-
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General and
administrative expenses
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20,410
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17,954
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Total
expenses
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20,410
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17,954
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Operating
loss
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(20,410)
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(17,954)
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Other
Expense:
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Interest Expense
– stockholders and officers
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(2,942)
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(2,677)
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Net
loss
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$(23,352)
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$(20,631)
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Loss
per share - Basic and Diluted
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$(0.00)
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$(0.00)
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Weighted
average number of common shares outstanding - Basic and
Diluted
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46,956,300
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46,834,078
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The
accompanying notes are an integral part of these condensed
financial statements.
2
AMANASU TECHNO HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three Months
Ended
March 31,
2017
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Three Months
Ended
March 31,
2016
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CASH FLOWS FROM
OPERATIONS
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Net
loss
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$(23,352)
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$(20,631)
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Changes
in assets and liabilities:
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Increase in accrued
expenses – stockholders and officers
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5,442
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2,678
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Increase in accrued
expenses - other
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7,500
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-
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Total
Cash Used in Operating Activities
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(10,410)
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(17,953)
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CASH FLOWS FROM
FINANCING ACTIVITIES
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Increase in amounts
due to affiliate
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6,910
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3,937
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Proceeds from loans
from stockholders and officers
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11,000
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7,875
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Total
Cash Provided by Financing Activities
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17,910
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11,812
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Net Change In
Cash
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7,500
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(6,141)
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Cash balance,
beginning of period
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5,018
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13,302
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Cash balance, end
of period
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$12,518
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$7,161
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Supplemental disclosures of cash flow information:
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Cash paid for
interest
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$-
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$-
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Cash paid for
taxes
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$-
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$-
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The
accompanying notes are an integral part of these financial
statements.
3
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2017
(Unaudited)
1. BASIS OF PRESENTATION
The
unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the
United States for interim financial information and the rules and
regulations of the Securities and Exchange Commission. Accordingly,
they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of
management, the accompanying unaudited financial statements contain
all adjustments (consisting of normal recurring accruals) necessary
to present fairly the financial position of the Company as of March
31, 2017, the results of operations for the three months ended
March 31, 2017 and 2016, and statements of cash flows for the three
months ended March 31, 2017 and 2016. These results are
not necessarily indicative of the results to be expected for the
full year or any other period. The December 31, 2016 balance
sheet included herein was derived from the audited financial
statements included in the Company’s Annual Report on Form
10-K as of that date. Accordingly, the financial
statements included herein should be reviewed in conjunction with
the financial statements and notes thereto included in the
Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2016, as filed with the Securities and Exchange
Commission (“SEC”) on April 17, 2017.
2. GOING CONCERN UNCERTAINTY
The
accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As
shown in the consolidated financial statements, the Company had a
working capital deficiency of $423,865 and an accumulated deficit
of $2,023,712 at March 31, 2017, and a record of continuing losses.
These factors, among others, raise substantial doubt about the
ability of the Company to continue as a going concern. The
consolidated financial statements do not include adjustments
relating to the recoverability of assets and classification of
liabilities that might be necessary should the Company be unable to
continue in operation.
The
Company's present plans, the realization of which cannot be
assured, to overcome these difficulties include, but are not
limited to, a continuing effort to investigate business
acquisitions and joint ventures. As such, the Company may need to
pursue additional sources of financing. There can be no assurances
that the Company can secure additional financing.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
During
the three months ended March 31, 2017, there have been no material
changes in the Company’s significant accounting policies to
those previously disclosed in the Annual Report.
3. RELATED PARTY TRANSACTIONS
The
Company receives periodic advances from its principal stockholders
and officers based upon the Company’s cash flow needs. There
is no written loan agreement between the Company and the
stockholders and officers. All advances bear interest at 4.45% and
no repayment terms have been established. As a result, the amount
is classified as a current liability. During the three months ended
March 31, 2017, the Company borrowed $11,000 from a stockholder.
The balance due as of March 31, 2017 and December 31, 2016 were
$272,575 and $261,575, respectively. Interest expense associated
with these loans were $2,942 and $2,677 for the three months ended
March 31, 2017 and 2016, respectively. Accrued interest on these
loans were $54,427 and $51,485 at March 31, 2017 and December 31,
2016, respectively.
The
Company has an arrangement with Lina Maki, a stockholder of the
Company, for her management consulting time. The agreement is not
written and no payment terms have been established. The fee is
$10,000 annually. As of March 31, 2017 and December 31, 2016
amounts due to the stockholder were $22,500 and $20,000,
respectively.
The
Company also leases it office space from a stockholder of the
Company. At March 31, 2017 and December 31, 2016, amounts due to
the stockholder was. $3,630. For the most part, lease payments are
made by the Company’s affiliate. As such, when the lease
payments are made by the Company’s affiliate or the lease
payments are made by the Company on behalf of the affiliate, such
amounts are shown as a reduction in or addition to the amount due
from affiliate in the accompany balance sheets.
4
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2017
(Unaudited)
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. SUBSEQUENT EVENTS
The Company evaluated subsequent events, which are events or
transactions that occurred after March 31, 2017 through the
issuance of the accompanying financial statements and determined
that no significant subsequent event need to be recognized or
disclosed.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This Form 10Q contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E the Securities Exchange Act of 1934, as amended and
such forward-looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. "Forward-looking statements" describe future expectations,
plans, results, or strategies and are generally preceded by words
such as "may," "future," "plan" or "planned," "will" or "should,"
"expected," "anticipates," "draft," "eventually" or "projected."
You are cautioned that such statements are subject to a multitude
of risks and uncertainties that could cause future circumstances,
events, or results to differ materially from those projected in the
forward-looking statements, including the risks that actual results
may differ materially from those projected in the forward-looking
statements as a result of various factors, and other risks
identified in a companies' annual report on Form 10-K and other
filings made by such company with the United States Securities and
Exchange Commission. You should consider these factors in
evaluating the forward-looking statements included herein, and not
place undue reliance on such statements.
The following discussion should be read in conjunction with
the financial statements and notes thereto included in the
Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2016, as filed with the Securities and Exchange
Commission (“SEC”) on April 17, 2017 (the “Annual
Report”).
Company Overview
The
Company was incorporated in the State of Nevada on December 1,
1997. Its operations to date have been limited to obtaining the
license to various environmental and other technologies, conducting
preliminary marketing efforts and seeking financing.
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.
Plan of Operations
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 and seeking
financing.
The Company will continue to develop and market two technologies,
which the Company believes have great market
potential.
The first 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.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The second technology is Thoughts Routine Mechanism
(“RUNE”) developed by the Company. We plan to develop
this operating software to be used on electronic devices, such as
smart phones, PC’s and gaming machines. We have secured
technology and human resources that extend this technology to other
applications outside the gaming sector. The Company has developed
an alliance with Valhalla Game Studios (“VGS”) to
jointly conduct game development and application development on
“fate diagnosis based statistical theory, and “fate
diagnosis” game service on mobile phones, smart phones, and
tablets. We believe the collaboration between the Company and VGS
may contribute to the future growth of the Company. Currently, Mr.
Maki offers a wide range of advice as a special advisor, and this
business continues to be evaluated and developed. In addition,
cartoons, movies and games play a large role and influence world
views and we believe that this technology be a very effective tool
in this area.
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.
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 $2,456 (13.7%) to
$20,410 for the three months March 31, 2017 as compared to $17,954
for the three months ended March 31, 2016 primarily as a result of
higher consulting fees.
As a result of the above, the Company incurred losses from
operations of $20,410 and $17,954 for the three months ended March
31, 2017 and 2016, respectively.
For the three months ended March 31, 2017, interest expense
increased $265 to $2,942 as compared to $2,677 for the three months
ended March 31, 2016.
As a result of the above, the Company incurred net losses of
$23,352 and $20,631, respectively, for the three months ended March
31, 2017 and 2016, respectively.
7
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 $80,000, including rent, audit fees, office
expenses, interest 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 stockholder or related party loans. There is
no current commitment for either of these fund
sources.
Our working capital deficit increased $23,352 to $423,865 at March
31, 2017 as compared to $400,573 at December 31, 2016 primarily due
to an increase in advances from stockholders and officers, accrued
expenses.
During the three months ended March 31, 2017, the Company had a net
increase in cash of $7,500. The Company’s principal sources
and uses of funds were as follows:
Cash used in operating activities. For the three months ended March 31, 2017, the
Company used $10,410 in cash for operations as compared to $17,953
in cash for the three months ended March 31, 2016, primarily as a
result of the increase in accrued expenses partially offset by the
higher operating loss.
Cash provided by financing activities. Net cash provided by financing activities for the
three months ended March 31, 2017 was $17,910 as compared to
$11,812 for the three months ended March 31, 2016 primarily as a
result of higher proceeds from loans from stockholders and officers
and an increase in amounts due to affiliate.
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, 2016, as filed with the SEC on April
17, 2017 (the “Annual Report”). There have been no
changes in our critical accounting policies. Our significant
accounting policies are described in our notes to the 2016
consolidated financial statements included in our Annual
Report.
RECENTLY ISSUED ACCOUNTING STANDARDS
No recently issued accounting pronouncements had or are expected to
have a material impact on the Company’s condensed
consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not Applicable.
8
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
There
were no unregistered sales of the Company’s equity securities
during the quarter ended March 31, 2017 other than those previously
reported in a Current Report on Form 8-K.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There
has been no default in the payment of principal, interest, sinking
or purchase fund installment, or any other material default, with
respect to any indebtedness of the Company.
ITEM 4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM 5. OTHER INFORMATION
None.
9
ITEM 6. EXHIBITS
Furnish the Exhibits required by Item 601 of Regulation S-K
(229.407 of this chapter).
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Exhibit
31.1
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Certification
by the Chief Executive Officer of Registrant pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule
15d-14(a)).*Certification Pursuant To Section 302 Of The
Sarbanes-Oxley Act Of 2002.
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|
Exhibit
31.2
|
Certification
by the Chief Financial Officer of Registrant pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or
Rule 15d-14(a)).*
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Exhibit
32.1
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Certification
by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*
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Exhibit
32.2
|
Certification
by the Chief Financial Officer pursuant to 18 U.S.C. 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*
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101
INS
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XBRL
Instance Document*
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101
SCH
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XBRL
Schema Document*
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101
CAL
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XBRL
Calculation Linkbase Document*
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101
DEF
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XBRL
Definition Linkbase Document*
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101
LAB
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XBRL
Labels Linkbase Document*
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101
PRE
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XBRL
Presentation Linkbase Document*
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* filed herewith
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: May
15, 2017
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By:
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/s/
Atsushi Maki
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Atsushi
Maki
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Chief
Executive Officer
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Chief
Financial Officer
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Chief
Accounting Officer
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10