AMANASU TECHNO HOLDINGS CORP - Quarter Report: 2020 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, 2020
☐ 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)
|
Nevada
|
|
98-035508
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
224 Fifth Avenue, 2nd Floor
New York, NY 10022
|
|
(Address of principal executive offices)
|
|
(604) 790-8799
|
|
(Registrant’s telephone number, including area
code)
|
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
|
N/A
|
|
N/A
|
|
N/A
|
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock $.001 par value
(Title of class)
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 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.
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
|
|
|
Emerging growth company
|
☐
|
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 November 12, 2020, there were 46,956,300 shares outstanding
of the registrant’s common stock.
AMANASU TECHNO HOLDINGS CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2020
TABLE OF CONTENTS
|
|
|
Page
|
|
2
|
||
|
|
|
|
|
12
|
||
|
|
|
|
|
15
|
||
|
|
|
|
|
16
|
||
|
|
|
|
|
|
|
|
|
17
|
||
|
|
|
|
|
17
|
||
|
|
|
|
|
17
|
||
|
|
|
|
|
17
|
||
|
|
|
|
|
17
|
||
|
|
|
|
|
17
|
||
|
|
|
|
|
18
|
||
|
|
|
|
|
19
|
||
2
PART I
ITEM 1. FINANCIAL STATEMENTS
AMANASU TECHNO HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
|
September
30,
2020
|
December
31,
2019
|
|
ASSETS
|
|
|
|
Current
Assets:
|
|
|
|
Cash
|
$291
|
$8,215
|
|
Due from
affiliate
|
1,294
|
-
|
|
Total
current assets
|
1,585
|
8,215
|
|
|
|
|
|
Operating lease
right-of-use assets
|
14,602
|
25,084
|
|
|
|
|
|
Total
Assets
|
$16,187
|
$33,299
|
|
|
|
|
|
LIABILITIES
& STOCKHOLDERS' DEFICIT
|
|
|
|
Current
Liabilities:
|
|
|
|
Accrued expenses
– stockholders and officers
|
$226,336
|
$200,136
|
|
Operating lease
liabilities – current
|
14,602
|
14,065
|
|
Due to
affiliate
|
-
|
24,509
|
|
Loans from
stockholders and officers
|
422,200
|
370,835
|
|
Deposit on stock
purchase
|
61,030
|
61,030
|
|
Total
current liabilities
|
724,168
|
670,575
|
|
|
|
|
|
Operating lease
liabilities
|
-
|
11,019
|
|
|
|
|
|
Total
Liabilities
|
724,168
|
681,594
|
|
|
|
|
|
Stockholders'
Deficit:
|
|
|
|
Common Stock:
authorized 100,000,000 shares of $.001 par value; 46,956,300 shares
issued and outstanding
|
46,956
|
46,956
|
|
Additional paid in
capital
|
1,552,891
|
1,552,891
|
|
Accumulated
deficit
|
(2,307,828)
|
(2,248,142)
|
|
Total
stockholders' deficit
|
(707,981)
|
(648,295)
|
|
|
|
|
|
Total
Liabilities and Stockholders' Deficit
|
$16,187
|
$33,299
|
The
accompanying notes are an integral part of these consolidated
financial statements.
3
AMANASU TECHNO
HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
Three Month
Periods
Ended September
30,
|
Nine Month
Periods
Ended September
30,
|
||
|
|
2020
|
2019
|
2020
|
2019
|
|
|
|
|
|
|
|
Revenue
|
$-
|
$-
|
$-
|
$-
|
|
Cost of Goods
Sold
|
-
|
-
|
-
|
-
|
|
Gross
Profit
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
General and
administrative expenses
|
11,990
|
13,031
|
46,271
|
48,096
|
|
|
|
|
|
|
|
Operating
loss
|
(11,990)
|
(13,031)
|
(46,271)
|
(48,096)
|
|
|
|
|
|
|
|
Other
Expense:
|
|
|
|
|
|
Interest Expense -
stockholders and officers
|
(4,730)
|
(3,890)
|
(13,415)
|
(11,224)
|
|
|
|
|
|
|
|
Net
loss
|
$(16,720)
|
$(16,921)
|
$(59,686)
|
(59,320)
|
|
|
|
|
|
|
|
Loss
per share - Basic and Diluted
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
|
Weighted
average number of common shares outstanding – Basic and
Diluted
|
46,956,300
|
46,956,300
|
46,956,300
|
46,956,300
|
The
accompanying notes are an integral part of these condensed
financial statements.
4
AMANASU TECHNO HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT
(Unaudited)
|
|
|
|
Additional
|
|
|
|
|
Common
Stock
|
Paid-In
|
Accumulated
|
|
|
|
|
Shares
|
Value
|
Capital
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
Balance at July 1,
2020
|
46,956,300
|
$46,956
|
$1,552,891
|
$(2,291,108)
|
$(691,261)
|
|
Net
Loss
|
—
|
—
|
—
|
(16,720)
|
(16,720)
|
|
Balance at
September 30, 2020
|
46,956,300
|
$46,956
|
$1,552,891
|
$(2,307,828)
|
$(707,981)
|
|
|
|
|
Additional
|
|
|
|
|
Common
Stock
|
Paid-In
|
Accumulated
|
|
|
|
|
Shares
|
Value
|
Capital
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
Balance at July 1,
2019
|
46,956,300
|
$46,956
|
$1,552,891
|
$(2,208,965)
|
$(609,118)
|
|
Net
Loss
|
—
|
—
|
—
|
(16,921)
|
(16,921)
|
|
Balance at
September 30, 2019
|
46,956,300
|
$46,956
|
$1,552,891
|
$(2,225,886)
|
$(626,039)
|
|
|
|
|
Additional
|
|
|
|
|
Common
Stock
|
Paid-In
|
Accumulated
|
|
|
|
|
Shares
|
Value
|
Capital
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
Balance at January
1, 2020
|
46,956,300
|
$46,956
|
$1,552,891
|
$(2,248,142)
|
$(648,295)
|
|
Net
Loss
|
—
|
—
|
—
|
(59,686)
|
(59,686)
|
|
Balance at
September 30, 2020
|
46,956,300
|
$46,956
|
$1,552,891
|
$(2,307,828)
|
$(707,981)
|
|
|
|
|
Additional
|
|
|
|
|
Common
Stock
|
Paid-In
|
Accumulated
|
|
|
|
|
Shares
|
Value
|
Capital
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
Balance at January
1, 2019
|
46,956,300
|
$46,956
|
$1,552,891
|
$(2,166,566)
|
$(566,719)
|
|
Net
Loss
|
—
|
—
|
—
|
(59,320)
|
(59,320)
|
|
Balance at
September 30, 2019
|
46,956,300
|
$46,956
|
$1,552,891
|
$(2,225,886)
|
$(626,039)
|
The
accompanying notes are an integral part of these condensed
financial statements.
5
AMANASU TECHNO HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
Nine Months
Ended
September
30, 2020
|
Nine Months
Ended
September
30, 2019
|
|
CASH FLOWS FROM
OPERATIONS
|
|
|
|
Net
loss
|
$(59,686)
|
$(59,320)
|
|
Changes
in assets and liabilities:
|
|
|
|
Accrued expenses
– stockholders and officers
|
26,200
|
5,919
|
|
Total
Cash Used In Operating Activities
|
(33,486)
|
(53,401)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES
|
|
|
|
(Decrease) increase
in amounts due to affiliate
|
(25,803)
|
18,560
|
|
Proceeds from loans
from stockholders and officers
|
51,365
|
33,555
|
|
Total
Cash Provided by Financing Activities
|
25,562
|
52,115
|
|
|
|
|
|
Net Change In
Cash
|
(7,924)
|
(1,286)
|
|
|
|
|
|
Cash balance,
beginning of period
|
8,215
|
1,544
|
|
|
|
|
|
Cash balance, end
of period
|
$291
|
$258
|
Supplemental disclosures of cash flow information:
|
Cash paid for
interest
|
$-
|
$-
|
|
Cash paid for
taxes
|
$-
|
$-
|
The
accompanying notes are an integral part of these consolidated
financial statements.
6
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(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
September 30, 2020, the results of operations for the three and
nine months ended September 30, 2020 and 2019, and cash flows for
the nine months ended September 30, 2020 and 2019. These
results are not necessarily indicative of the results to be
expected for the full year or any other period. The December
31, 2019 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, 2019, as filed with the Securities and Exchange
Commission (“SEC”) on March 30, 2020.
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 $722,583 and an accumulated deficit
of $2,307,828 at September 30, 2020, 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. The Company will also continue to
investigate and develop technologies, which the Company believes
have great market potential. As such, the Company may need to
pursue additional sources of financing. There can be no assurances
that the Company can secure additional financing.
The Company’s operations may be affected by the recent and
ongoing outbreak of the coronavirus disease 2019 (COVID-19) which
in March 2020, was declared a pandemic by the World Health
Organization. The ultimate disruption which may be caused by the
outbreak is uncertain; however, it may result in a material adverse
impact on the Company’s financial position, operations and
cash flows. Possible areas that may be affected include, but are
not limited to, disruption to the Company’s ability to obtain
funding and performing further research on certain
projects.
7
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recently Adopted Authoritative Pronouncements
In
February 2016, the FASB established Topic 842, Leases, by issuing
Accounting Standards Update (ASU) No. 2016-02, which requires
lessees to recognize leases on-balance sheet and disclose key
information about leasing arrangements. Topic 842 was subsequently
amended by ASU No. 2018-01, Land Easement Practical Expedient for
Transition to Topic 842; ASU No. 2018-10, Codification Improvements
to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements.
The new standard establishes a right-of-use model (ROU) that
requires a lessee to recognize a ROU asset and lease liability on
the balance sheet for all leases with a term longer than 12 months.
Leases will be classified as finance or operating, with
classification affecting the pattern and classification of expense
recognition in the income statement. The new standard is effective
on January 1, 2019. A modified retrospective transition approach is
required, applying the new standard to all leases existing at the
date of initial application. An entity may choose to use either (1)
its effective date or (2) the beginning of the earliest comparative
period presented in the financial statements as its date of initial
application. If an entity chooses the second option, the transition
requirements for existing leases also apply to leases entered into
between the date of initial application and the effective date. The
entity must also recast its comparative period financial statements
and provide the disclosures required by the new standard for the
comparative periods. The Company adopted the new standard on
January 1, 2019 and use the effective date as the date of initial
application. Consequently, financial information will not be
updated and the disclosures required under the new standard will
not be provided for dates and periods before January 1, 2019. The
new standard provides a number of optional practical expedients in
transition. The Company elects the ‘package of practical
expedients’, which permits the Company not to reassess under
the new standard prior conclusions about lease identification,
lease classification and initial direct costs. The Company
determined that this standard will have a material effect on the
Company’s financial statements. While the Company continues
to assess all of the effects of adoption, the Company currently
believes the most significant effects relate to the recognition of
new ROU assets and lease liabilities on the Company’s balance
sheet for the Company’s real estate operating leases. On
adoption, the Company recognized additional an operating lease
liability of approximately $10,353 with corresponding ROU assets of
the same amount based on the present value of the remaining minimum
rental payments under current leasing standards for existing
operating leases (see Note 6).
New Accounting Pronouncements
Certain
amounts in the prior period financial statements have been
reclassified to conform to the presentation of the current period
financial information. These reclassifications had no effect on the
previously reported net loss.
During
the nine months ended September 30, 2020, there have been no other
material changes in the Company’s significant accounting
policies to those previously disclosed in the Annual
Report.
No
recently issued accounting pronouncements had or are expected to
have a material impact on the Company’s consolidated
financial statements.
8
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)
4. 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 nine months ended
September 30, 2020, the Company borrowed $51,365 from a
stockholder. The balances due as of September 30, 2020 and December
31, 2019 were $422,200 and $370,835, respectively. Interest expense
associated with these loans were $4,730 and $13,415 for the three
and nine months ended September 30, 2020 as compared to $3,890 and
$11,224 for the three and nine months ended September 30, 2019.
Accrued interest balances on these loans were $106,610 and $93,196
at September 30, 2020 and December 31, 2019,
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 September 30, 2020 and December 31, 2019
amounts due to the stockholder were $57,500 and $50,000,
respectively.
The
Company leases its office space in Vancouver from a stockholder of
the Company at a monthly rate of $2,500 under a lease agreement
which expires October 1, 2021. At September 30, 2020 and
December 31, 2019, amounts due to the stockholder were $58,756 and
$46,943, respectively. The Company shares the space with Amanasu
Environmental Corporation, a reporting company under the Securities
Exchange Act of 1934. Amanasu Environmental Corporation is
responsible for 50% of the rent.
The
office in New York is rented at the rate of approximately $360 each
year and is also shared with Amanasu Environmental Corporation. In
addition, the Company maintains an office at Suite 905, 1-6-1
Senzoku Taito-Ku Tokyo Japan.
5. INCOME TAXES
In
accordance with the current tax laws in the U.S., the Company is
subject to a corporate tax rate of 21% on its taxable income. No
provision for taxes is made for U.S. income tax for the nine months
ended September 30, 2020 and 2019 as it has no taxable income in
the U.S.
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. 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 NOL’s for
every period because it is more likely than not that all of the
deferred tax asset will not be realized.
The Company had NOL carryforwards of approximately $1.46 million at
September 30, 2020. Approximately $1.23 million will expire in the
years 2020 through 2037, and $0.23 million can be carried forward
indefinitely.
9
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)
6. OPERATING LEASE LIABILITY
The
Company's executive offices are located at 244 Fifth Avenue 2nd
Floor New York, NY 10001 and Vancouver, British Columbia. The total
premises in Vancouver are 2,000 square feet and are leased at a
monthly rate of $2,500 under a lease agreement between the Company
and the Secretary of the Company which expired October 1, 2019. The
Company entered into a new lease with the Secretary of the Company
at a monthly rate of $2,500, which expires October 1, 2021. The
Company shares the space with AEC, a reporting company under the
Securities Exchange Act of 1934. Our major shareholder and officer
own approximately 81% of AEC’s outstanding shares of common
stock. AEC is responsible for 50% of the rent or $1,250 each month.
The office in New York is rented at the rate of $360 each year and
shares with AEC. In addition, the Company maintains an office at
Suite 905, 1-6-1 Senzoku Taito-Ku Tokyo Japan, and the Company pays
no rent.
Upon
adoption of ASC 842, Leases, on January 1, 2019 the Company
recorded $10,353 of right-of-use assets and related operating lease
liabilities. This asset was fully amortized as of September 30,
2019.
The
Company's lease does not provide an implicit rate, and therefore
the Company uses an estimated incremental borrowing rate as the
discount rate when measuring operating lease liabilities. The
incremental borrowing rate represents an estimate of the interest
rate the Company would incur at lease commencement to borrow an
amount equal to the lease payments on a collateralized basis over
the term of a lease. The Company used incremental borrowing rate of
5% for operating leases that commenced prior to that
date.
On
October 1, 2019, the Company commenced a new lease with its
shareholder from October 1, 2019 to September 30, 2021 with a
monthly payment of approximately $1,250. As such, the Company
recorded $28,492 of right-of-use assets and related operating
leases liabilities. For the nine months from January 1, 2020
through September 30, 2020, the Company amortized $10,482 of
right-of-use assets.
The
following table reconciles the undiscounted future minimum lease
under the non-cancelable operating leases with terms of more than
one year to the total lease liabilities recognized on the
consolidated balance sheet as of September 30, 2020:
|
2020
– three months
|
$3,750
|
|
2021
|
11,250
|
|
Total
undiscounted future minimum lease payments
|
15,000
|
|
Less:
Difference between undiscounted lease payments and discounted lease
liabilities
|
(398)
|
|
Total
operating lease liabilities
|
14,602
|
|
Less
current portion
|
(14,602)
|
|
Long-term
lease liabilities
|
$-0-
|
Total
rent expense under operating leases for the three and nine months
ended September 30, 2020 was $3,750 and $11,250, respectively, as
compared to $3,750 and $11,250 for the three and nine months ended
September 30, 2019, respectively.
10
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)
7. SUBSEQUENT EVENTS
The Company evaluated subsequent events, which are events or
transactions that occurred after September 30, 2020 through the
issuance of the accompanying financial statements and determined
that no significant subsequent event need to be recognized or
disclosed.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This
quarterly report on Form 10-Q and other reports filed by Amanasu
Techno Holdings Corporation and its wholly owned subsidiaries,
collectively the “Company”, “we”,
“our”, and “us”) from time to time with the
U.S. Securities and Exchange Commission (the “SEC”)
contain or may contain forward-looking statements and information
that are based upon beliefs of, and information currently available
to, the Company’s management as well as estimates and
assumptions made by Company’s management. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which are only predictions and speak only as of the
date hereof. When used in the filings, the words
“anticipate,” “believe,”
“estimate,” “expect,” “future,”
“intend,” “plan,” or the negative of these
terms and similar expressions as they relate to the Company or the
Company’s management identify forward-looking
statements. Such statements reflect the current view of
the Company with respect to future events and are subject to risks,
uncertainties, assumptions, and other factors, including the risks
contained in the “Risk Factors” section of the
Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2019, as filed with the Securities and Exchange
Commission (“SEC”) on March 30, 2020 (the “Annual
Report”), relating to the Company’s industry, the
Company’s operations and results of operations, and any
businesses that the Company may acquire. Should one or
more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated,
expected, intended, or planned.
Although
the Company believes that the expectations reflected in the
forward-looking statements are reasonable, the Company cannot
guarantee future results, levels of activity, performance, or
achievements. Except as required by applicable law,
including the securities laws of the United States, the Company
does not intend to update any of the forward-looking statements to
conform these statements to actual results.
Our
unaudited condensed consolidated financial statements are prepared
in accordance with accounting principles generally accepted in the
United States (“GAAP”). These accounting principles
require us to make certain estimates, judgments and assumptions. We
believe that the estimates, judgments and assumptions upon which we
rely are reasonable based upon information available to us at the
time that these estimates, judgments and assumptions are
made. These estimates, judgments and assumptions can
affect the reported amounts of assets and liabilities as of the
date of the consolidated financial statements as well as the
reported amounts of revenues and expenses during the periods
presented. Our consolidated financial statements would be affected
to the extent there are material differences between these
estimates and actual results. In many cases, the accounting
treatment of a particular transaction is specifically dictated by
GAAP and does not require management’s judgment in its
application. There are also areas in which management’s
judgment in selecting any available alternative would not produce a
materially different result. The following discussion should
be read in conjunction with our consolidated financial statements
and notes thereto appearing elsewhere in this report.
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 $722,583 and an accumulated deficit
of $2,307,828 at September 30, 2020, 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. The Company will also continue to
investigate and develop technologies, which the Company believes
have great market potential. As such, the Company may need to
pursue additional sources of financing. There can be no assurances
that the Company can secure additional financing.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
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, 2nd Floor, 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.
General
Management’s discussion and analysis of results of operations
and financial condition is intended to assist the reader in the
understanding and assessment of significant changes and trends
related to the results of operations and financial position of the
Company together with its subsidiary. This discussion and analysis
should be read in conjunction with the consolidated financial
statements and accompanying financial notes, and with the Critical
Accounting Policies noted below.
Plan of Operations
The
Company's present plans, the realization of which cannot be
assured, to overcome its difficulties include, but are not limited
to, a continuing effort to investigate business acquisitions and
joint ventures. The Company will also continue to investigate and
develop technologies, which the Company believes have great market
potential. As such, the Company may need to pursue additional
sources of financing. There can be no assurances that the Company
can secure additional financing.
The Company is in its development stage. 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 investigate and develop 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
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.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
Plan of Operations (continued)
The Company will also be concentrating its efforts on capital
raising efforts to fund the development and marketing of these
technologies.
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 $150,000, 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. The Company has been able to
fund its existing operations from the proceeds of loans from a
shareholder.
The Company’s operations may be affected by the recent and
ongoing outbreak of the coronavirus disease 2019 (COVID-19) which
in March 2020, was declared a pandemic by the World Health
Organization. The ultimate disruption which may be caused by the
outbreak is uncertain; however, it may result in a material adverse
impact on the Company’s financial position, operations and
cash flows. Possible areas that may be affected include, but are
not limited to, disruption to the Company’s ability to obtain
funding and performing further research on certain
projects.
Results of Operations
There were no revenues for the three and nine months ended
September 30, 2020 and 2019.
General and administrative expenses decreased $1,041 (8.0%) and
$1,825 (3.8%) to $11,990 and $46,271 for the three and nine months
ended September 30, 2020, respectively, as compared to $13,031 and
$48,096 for the three and nine months ended September 30, 2019,
respectively. For the three months ended September 30, 2020, this
decrease is mostly attributed mostly to the lower insurance costs
and professional fees. For the nine months ended September 30,
2020, this decrease is attributed to lower professional fees and
travel expenses.
As a result of the above, the Company incurred loss from operations
of $11,990 and $46,271 for the three and nine months ended
September 30, 2020, respectively, as compared to losses from
operations of $13,031 and $48,096 for the three and nine months
ended September 30, 2019, respectively.
For the three and nine months ended September 30, 2020, interest
expense increased $840 and $2,191 to $4,730 and $13,415,
respectively, as compared to $3,890 and $11,224 for the three and
nine months ended September 30, 2019, respectively, as a result of
the increased interest associated with additional advances from
stockholders.
As a result of the above, the Company incurred net losses of
$16,720 and $59,686 for the three and nine months ended September
30, 2020, respectively, as compared to $16,921 and $59,320 for the
three and nine months ended September 30, 2019,
respectively.
14
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 $60,223 to $722,583
at September 30, 2020 as compared to
$662,360 at December 31, 2019 primarily due to a decrease in cash
and in increase in advances from stockholders and officers and
accrued expenses-related parties and other.
On September 30, 2020, the Company had a cash balance of $291. The
Company’s principal sources and uses of funds were as
follows:
Cash used in operating activities. For the nine months ended September 30, 2020, the
Company used $33,486 in cash for operations as compared to using
$53,401 in cash for operations for the nine months ended September
30, 2019, primarily as a result of the change in accrued
expenses.
Cash provided by financing activities. Net cash provided by in financing activities for
the nine months ended September 30, 2020 was $25,562 as compared to
$52,115 for the nine months ended September 30, 2019 primarily as a
result the decrease in amounts due to affiliates offset partially
by an increase in proceeds from a stockholder.
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, 2019, as filed with the SEC on March
30, 2020 (the “Annual Report”). There have been no
changes in our critical accounting policies. Our significant
accounting policies are described in our notes to the 2019
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 consolidated
financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Not Applicable.
15
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 Principal Executive Officer (“PEO”)
and Principal Accounting Officer (“PAO”), 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 PEO and PAO, 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 PEO and
PAO concluded that the Company’s disclosure controls and
procedures were ineffective for the reasons discussed below. In
addition, management identified the following material weaknesses
in its assessment of the effectiveness of disclosure controls and
procedures as of September 30, 2020.
The
Company did not effectively segregate certain accounting duties due
to the small size of its accounting staff. A material weakness is a
deficiency, or a combination of control deficiencies, in internal
control over financial reporting such that there is a reasonable
possibility that a material misstatement of our annual or interim
consolidated financial statements will not be prevented or detected
on a timely basis. Notwithstanding the determination that our
internal control over financial reporting was not effective, as of
September 30 2020, and that there was a material weakness as
identified in this Quarterly Report, we believe that our financial
statements contained in this Quarterly Report fairly present our
financial position, results of operations and cash flows for the
years covered hereby in all material respects.
We plan
on increasing the size of our accounting staff at the appropriate
time for our business and its size to ameliorate our concern that
we do not effectively segregate certain accounting duties, which we
believe would resolve the material weakness in disclosure controls
and procedures, but there can be no assurances as to the timing of
any such action or that we will be able to do so.
(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.
16
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 September 30, 2020 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.
17
ITEM 6. EXHIBITS
Furnish the Exhibits required by Item 601 of Regulation S-K
(229.407 of this chapter).
|
Certification
of the Principal 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.
|
|
|
Certification
of the Principal Accounting Officer of Registrant pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or
Rule 15d-14(a)).*
|
|
|
Certification
of the Principal Executive Officer pursuant to 18 U.S.C. 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*
|
|
|
Certification
of the Principal Accounting Officer pursuant to 18 U.S.C. 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*
|
|
|
|
|
|
101
INS
|
XBRL
Instance Document*
|
|
|
|
|
101
SCH
|
XBRL
Schema Document*
|
|
|
|
|
101
CAL
|
XBRL
Calculation Linkbase Document*
|
|
|
|
|
101
DEF
|
XBRL
Definition Linkbase Document*
|
|
|
|
|
101
LAB
|
XBRL
Labels Linkbase Document*
|
|
|
|
|
101
PRE
|
XBRL
Presentation Linkbase Document*
|
* filed herewith
18
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.
|
|
Amanasu Techno Holdings Corporation
|
|
|
|
|
|
|
|
|
Date: November
13, 2020
|
By:
|
/s/
Atsushi Maki
|
|
|
|
|
Atsushi
Maki
|
|
|
|
|
Principal
Executive Officer
|
|
|
|
|
Principal
Accounting Officer
|
|
19