AMANASU TECHNO HOLDINGS CORP - Quarter Report: 2018 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, 2018
☐ 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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224 Fifth Avenue, Suite D144
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.
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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 7(a)(2)(B) of the Securities
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 11, 2018, 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, 2018
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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3
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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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8
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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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10
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PART II - OTHER
INFORMATION
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Item
1.
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Legal
Proceedings.
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10
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Item
1A.
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Risk
Factors.
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10
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds.
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10
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Item
3.
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Defaults Upon
Senior Securities.
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10
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Item
4.
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Mine
Safety Disclosures.
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10
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Item
5.
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Other
Information.
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10
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Item
6.
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Exhibits.
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11
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Signa Signatures
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12
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2
AMANASU TECHNO HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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March
31,
2018
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December
31,
2017
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ASSETS
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Current
Assets:
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Cash
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$5,013
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$5,014
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Total
current assets
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5,013
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5,014
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Total
Assets
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$5,013
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$5,014
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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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$105,414
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$99,650
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Due to
affiliate
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40,368
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33,122
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Advances from
stockholders and officers
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299,475
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292,475
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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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506,287
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486,277
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Stockholders'
Deficit:
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Common Stock:
authorized 100,000,000 shares of $.001 par value; 46,956,300 shares
issued and outstanding
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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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(2,101,121)
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(2,081,110)
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Total
stockholders' deficit
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(501,274)
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(481,263)
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Total
Liabilities and Stockholders' Deficit
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$5,013
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$5,014
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The
accompanying notes are an integral part of these consolidated
financial statements.
3
AMANASU TECHNO HOLDINGS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months
Ended
March
31,
2018
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Three Months
Ended
March
31,
2017
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Revenue
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$-
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$-
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Cost of Goods
Sold
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-
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-
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Gross
Profit
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-
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-
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General and
administrative expenses
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16,747
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20,410
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Operating
loss
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(16,747)
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(20,410)
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Other
Expense:
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Interest Expense
– stockholders and officers
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(3,264)
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(2,942)
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Net loss before
income taxes
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(20,011)
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(23,852)
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Income
taxes
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-
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-
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Net
loss
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$(20,011)
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$(23,352)
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Loss
per share - Basic and Diluted
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$(0.00)
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$(0.00)
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Weighted
average number of common shares outstanding - Basic and
Diluted
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46,956,300
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46,956,300
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The
accompanying notes are an integral part of these condensed
financial statements.
4
AMANASU TECHNO HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three Months
Ended
March
31, 2018
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Three Months
Ended
March
31, 2017
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CASH FLOWS FROM
OPERATIONS
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Net
loss
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$(20,011)
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$(23,352)
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Changes
in assets and liabilities:
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Accrued expenses
– stockholders and officers
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5,764
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5,442
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Accrued expenses -
other
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-
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7,500
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Total
Cash Used in Operating Activities
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(14,247)
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(10,410)
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CASH FLOWS FROM
FINANCING ACTIVITIES
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Increase in amounts
due to affiliate
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7,246
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6,910
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Proceeds from loans
from stockholders and officers
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7,000
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11,000
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Total
Cash Provided by Financing Activities
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14,246
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17,910
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Net Change In
Cash
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(1)
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7,500
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Cash balance,
beginning of period
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5,014
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5,018
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Cash balance, end
of period
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$5,013
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$12,518
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Supplemental disclosures of cash flow information:
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Cash paid for
interest
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$-
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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.
5
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2018
(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, 2018, the results of operations and cash flows for the three
months ended March 31, 2018 and 2017. These results are
not necessarily indicative of the results to be expected for the
full year or any other period. The December 31, 2017 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, 2017, as filed with the Securities and Exchange
Commission (“SEC”) on April 10, 2018.
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 $501,274 and an accumulated deficit
of $2,101,121 at March 31, 2018, 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, 2018, 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, 2018, the Company borrowed $7,000 from a stockholder. The
balance due as of March 31, 2018 and December 31, 2017 were
$299,475 and $292,475, respectively. Interest expense associated
with these loans were $3,264 for the three months ended March 31,
2018 as compared to $2,942 for the three months ended March 31,
2017. Accrued interest on these loans were $67,384 and $64,120 at
March 31, 2018 and December 31, 2017, 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, 2018 and December 31, 2017
amounts due to the stockholder were $32,500 and $30,000,
respectively.
The
Company also leases it office space from a stockholder of the
Company. At March 31, 2018 and December 31, 2017, 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.
6
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2018
(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. The Internal Revenue Code allows
net operating losses (NOL's) to carry forward and apply against
future profits for a period of twenty years. The available NOL's
totaled approximately $1.2 million at December 31, 2017. The NOL
can be carried forward to offset taxable income, if any, in future
years which expire in the years 2020 through
2037.
In assessing the realization of deferred tax assets, management
considers whether it is more likely than not that some portion or
all of the deferred tax assets will be realized. The ultimate
realization of deferred tax assets is dependent upon the generation
of future taxable income during the periods in which those
temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future
taxable income and tax planning strategies in making this
assessment. Based on the assessment, management has established a
full valuation allowance against all of the deferred tax asset
relating to NOLs for every period because it is more likely than
not that all of the deferred tax asset will not be
realized.
On December 22, 2017, legislation commonly known as the Tax Cuts
and Jobs Act, or the Tax Act, was signed in to law. The Tax Act,
among other changes, reduces the U.S. federal corporate tax rate
from 35% to 21%, requires taxpayers to pay a one-time transition
tax on earnings of certain foreign subsidiaries that were
previously tax deferred and creates new taxes on certain foreign
sourced earnings. We did not have any foreign subsidiaries, and, as
such, the international aspects of the Tax Act are not
applicable.
At December 31, 2017, in connection with the initial analysis of
the impact of the Tax Act, we remeasured certain deferred tax
assets and liabilities based on the rates at which they are
expected to reverse in the future, which is generally 21%. As a
result, we recorded a decrease in net deferred tax assets of
$160,000 with a corresponding net adjustment to deferred income tax
expense. These adjustments were fully offset by a decrease in the
valuation allowance.We have completed and recorded the adjustments
necessary under Staff Accounting Bulletin No. 118 related to the
Tax Act.
5. SUBSEQUENT EVENTS
The Company evaluated subsequent events, which are events or
transactions that occurred after March 31, 2018 through the
issuance of the accompanying financial statements and determined
that no significant subsequent event need to be recognized or
disclosed.
7
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, 2017, as filed with the Securities and Exchange
Commission (“SEC”) on April 10, 2018 (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 are at 224 Fifth Avenue, Suite
D144, New York, NY 10022 Telephone: 604-790-8799. The Tokyo branch
is located at 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.
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 additional capital, 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.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
General and administrative expenses decreased $3,663 (17.9%) to
$16,747 for the three months ended March 31, 2018 as compared to
$20,410 for the three months ended March 31, 2017 primarily as a
result of lower professional fees.
As a result of the above, the Company incurred a loss from
operations of $16,747 for the three months ended March 31, 2018 as
compared to a loss from operations of $20,410 for the three months
ended March 31, 2017.
For the three months ended March 31, 2018, interest expense
increased $322 to $3,264 as compared to $2,942 for the three months
ended March 31, 2017, as a result of the additional advances from
stockholders
As a result of the above, the Company incurred a net loss of
$20,011 for the three months ended March 31, 2018 as compared to
$23,352 for the three months ended March 31, 2017.
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 $20,011 to $501,274 at March
31, 2018 as compared to $481,263 at December 31, 2017 primarily due
to an increase in advances from stockholders and officers, accrued
expenses.
On March 31, 2018, the Company had a cash balance of $5,013. The
Company’s principal sources and uses of funds were as
follows:
Cash used in operating activities. For the three months ended March 31, 2018, the
Company used $14,247 in cash for operations as compared to using
$10,410 in cash for operations for the three months ended March 31,
2017, primarily as a result of the lower increase in accrued
expenses offset partially by the lower operating
loss.
Cash provided by financing activities. Net cash provided by financing activities for the
three months ended March 31, 2018 was $14,246 as compared to
$17,910 for the three months ended March 31, 2017 primarily as a
result of lower proceeds from loans from stockholders 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, 2017, as filed with the SEC on April
10, 2018 (the “Annual Report”). There have been no
changes in our critical accounting policies. Our significant
accounting policies are described in our notes to the 2017
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.
9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not Applicable.
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, 2018 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.
10
ITEM 6. EXHIBITS
Furnish the Exhibits required by Item 601 of Regulation S-K
(229.407 of this chapter).
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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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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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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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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
11
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
11, 2018
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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