American Nano Silicon Technologies, Inc. - FORM 10-Q

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EX-32.1 - RULE 13A-14(B) CERTIFICATION - American Nano Silicon Technologies, Inc.	americanexh321.htm
EX-31.1 - RULE 13A-14(A) CERTIFICATION - American Nano Silicon Technologies, Inc.	americanexh311.htm

U. S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

	[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2015

	[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _________ to ___________

Commission File No. 0-52940

AMERICAN NANO SILICON TECHNOLOGIES, INC. (Name of Registrant in its Charter)

California	33-0726410
(State of Other Jurisdiction of incorporation or organization)	(I.R.S.) Employer I.D. No.)

Nanchong Shili Industrial Street, Economic and Technology Development Zone, Xiaolong Chunfei Industrial Park, Sichuan, P.R. China 637005
(Address of Principal Executive Offices)

Issuer's Telephone Number: 86-817-3634888

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 x No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:

Common Voting Stock: 46,917,445 shares as of October 20, 2015

TABLE OF CONTENTS
		Page No
Part I Financial Information

Item 1.	Financial Statements (unaudited):

	Consolidated Balance Sheets (Unaudited) – June 30, 2015 and September 30, 2014	2

	Consolidated Statements of Comprehensive Loss (Unaudited) -for the Three and Nine Months Ended June 30, 2015 and 2014	3

	Consolidated Statements of Cash Flows (Unaudited) – for the Nine Months Ended June 30, 2015 and 2014	4

	Notes to Consolidated Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3	Quantitative and Qualitative Disclosures about Market Risk	16

Item 4.	Controls and Procedures	16

Part II	Other Information

Item 1.	Legal Proceedings	16

Items 1A.	Risk Factors	16

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16

Item 3.	Defaults upon Senior Securities	16

Item 4.	Mine Safety Disclosures	16

Item 5.	Other Information	16

Item 6.	Exhibits	17

AMERICAN NANO SILICON TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

			June 30	September 30,
			2015	2014

ASSETS
Current assets:
Cash and cash equivalents		$	168,671	$ 97,233
Accounts receivable, net			111,149	577,303
Inventory, net of reserve			395,675	397,094
Advance payments			136,156	137,575
Prepaid expense and other receivables			94,302	136,235
Prepaid value-added tax			116,313	70,168
	Total Current Assets		1,022,266	1,415,608

Property, plant and equipment, net			19,609,199	20,545,631

Other assets:
Land use rights, net			970,403	986,449
	Total other assets		970,403	986,449

Total Assets		$	21,601,868	$ 22,947,688

LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY

Current liabilities:
Accounts payable		$	437,799	$ 234,686
Short term loans			11,654,503	10,096,451
Taxes payable			114,547	114,435
Due to related parties-current portion			3,971,962	3,165,014
Long term loans-current portion			6,103,110	1,508,465
Accrued expenses and other payables			2,093,728	1,136,888
	Total Current Liabilities		24,375,649	16,255,939

Long-term liabilities
Long term loans			-	4,766,471
	Total Long Term Liabilities		-	4,766,471

Total Liabilities			24,375,649	21,022,410

Commitment and Contingencies

Stockholders' (Deficiency) Equity
Common stock, $0.0001 par value, 200,000,000 shares authorized; 46,917,445 shares issued and outstanding as of June 30, 2015 and September 30, 2014, respectively			4,692	4,692
Additional paid-in-capital			14,820,288	14,640,456
Accumulated other comprehensive income			2,297,103	2,297,685
Accumulated deficit			(19,895,864)	(15,017,555)
	Total Stockholders' (Deficiency) Equity		(2,773,781)	1,925,278

Total Liabilities and Stockholders' (Deficiency) Equity		$	21,601,868	$ 22,947,688

The accompanying notes are an integral part of these unaudited consolidated financial statements

AMERICAN NANO SILICON TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	June 30,						June 30
	2015			2014			2015			2014

Revenues	$	62,456		$	201,734		$	998,566		$	792,258

Cost of Goods Sold		360,306			546,407			2,080,038			1,940,110

Gross Loss		(297,850	)		(344,673	)		(1,081,472	)		(1,147,852	)

Operating Expenses
Research and development expense		-			-			-			97,907
Selling, general and administrative		224,794			276,898			769,141			835,747
Total operating expense		224,794			276,898			769,141			933,654

Loss from operations		(522,644	)		(621,571	)		(1,850,613	)		(2,081,506	)

Other Income( Expense)
Interest expense - related party		(76,182	)		(105,282	)		(240,848	)		(374,058	)
Interest expense, net		(922,003	)		(805,999	)		(2,841,316	)		(1,991,213	)
Other income		67			2,932			54,468			6,464
Total other income(expense)		(998,118	)		(908,349	)		(3,027,696	)		(2,358,807	)

Loss Before Income Taxes		(1,520,762	)		(1,529,920	)		(4,878,309	)		(4,440,313	)

Provision for Income Taxes		-			-			-			141

Net Loss		(1,520,762	)		(1,529,920	)		(4,878,309	)		(4,440,454	)
Other Comprehensive Income (Loss)
Foreign currency translation adjustment		553			2,127			(582	)		515
Comprehensive Loss	$	(1,520,209	)	$	(1,527,793	)	$	(4,878,891	)	$	(4,439,939	)

Loss per common share
Basic and diluted	$	(0.03	)	$	(0.03	)	$	(0.10	)	$	(0.09	)

Weighted average number of common shares
Basic and diluted		46,917,445			46,917,445			46,917,445			46,917,445

The accompanying notes are an integral part of these unaudited consolidated financial statements

AMERICAN NANO SILICON TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine Months Ended June 30,
	2015			2014
Cash Flows From Operating Activities:
Net Loss	$	(4,878,309	)	$	(4,440,454	)
Adjustments to reconcile net loss to net cash used in operating activities:
Inventory markdown		57,684			-
Depreciation and amortization		1,168,125			1,112,307
Imputed interest expense for non interest bearing related party loans		179,832			148,001
Changes in operating assets and liabilities:
Accounts receivable		467,737			93,169
Inventory		(54,590	)		(152,298	)
Advances to suppliers		1,997			253,266
Prepaid expense and other receivables		42,432			(48,285	)
Prepaid value-added tax		(45,764	)		(22,676	)
Accounts payable		201,748			26,235
Taxes payable		(372	)		(20,302	)
Accrued expenses and other payables		950,473			(131,751	)
Cash used in operating activities		(1,909,007	)		(3,182,788	)

Cash Flows From Investing Activities:
Additions to property and equipment		(126,380	)		(294,912	)
Cash used in investing activities		(126,380	)		(294,912	)

Cash Flows From Financing Activities
Proceeds (repayment) of related parties loans, net		792,086			(3,582,616	)
Proceeds from short term loans, net		1,512,509			5,288,223
Proceeds (repayment) of long term loans, net		(197,612	)		3,711,343
Cash provided by financing activities		2,106,983			5,416,950

Effect of exchange rate changes on cash and cash equivalents		(158	)		(8,554	)

Increase in cash and cash equivalents		71,438			1,930,696

Cash and Cash Equivalents - Beginning of the period		97,233			75,901

Cash and Cash Equivalents - End of the period	$	168,671		$	2,006,597

SUPPLEMENTAL CASH FLOW INFORMATION:
During the period, cash was paid for the following:
Interest expense	$	1,906,875		$	2,110,336
Income tax	$	-		$	141

The accompanying notes are an integral part of these unaudited consolidated financial statements

AMERICAN NANO SILICON TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Organization and Nature of Business

American Nano-Silicon Technologies, Inc. (the “Company” or “ANNO”) was incorporated in the State of California on September 6, 1996. Since 2006, the Company has been primarily engaged in the business of manufacturing and distributing refined consumer chemical products through its subsidiaries, Nanchong Chunfei Nano-Silicon Technologies Co., Ltd. (“Nanchong Chunfei”), Sichuan Chunfei Refined Chemicals Co., Ltd. (“Chunfei Chemicals”), and Sichuan Hedi Veterinary Medicines Co., Ltd. (“Hedi Medicines”).

On May 28, 2013, the Company assigned 10% of the equity in Chunfei Chemicals to each of Mr. Fachun Pu, Mr. Qiwei Zhang and Mr. Jianbo Liu, and assigned 5% of the equity in Hedi Medicines to Mr. Fachun Pu, and the assignees paid to the Company cash equal to the registered equity amount. At the same time, Messrs Pu, Zhang and Liu agreed to hold those equity interests solely for the benefit of the Company, to pay over to the Company any distributions or dividends they receive, to vote their interests as directed by the Company, and to resell the interests to the Company at its option for cash equal to the registered equity amount.

Note 2 – Summary of Significant Accounting Policies

Basis Of Presentation and Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The unaudited 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. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2015 and the results of operations and cash flows for the nine month periods ended June 30, 2015 and 2014. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the nine months ended June 30, 2015 are not necessarily indicative of the results to be expected for any subsequent periods or for the entire year ending September 30, 2015. The balance sheet at September 30, 2014 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended September 30, 2014 as included in our Annual Report on Form 10-K.

Fair Value of Financial Instruments

The Company adopted the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2- Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3- Inputs are unobservable inputs which reflect the reporting entity’s own assumptions.

AMERICAN NANO SILICON TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 2 – Summary of Significant Accounting Policies (Continued)

The carrying amounts reported in the balance sheets for cash, accounts receivable, inventory, taxes payable, due to related parties, prepaid expenses, other receivables, advance to suppliers, short-term loan, accounts payable, other payables and accrued expenses approximate their fair market value based on the short-term nature of these instruments. The carrying value of the long-term debt approximates fair value based on market rates and terms currently available to the Company. The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheet at fair value in accordance with ASC 820.

Taxation

Income Taxes

The Company accounts for income tax under the provisions of ASC 740-10-25, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities. Valuation allowances will also be established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Uncertain Tax Positions

During the course of business, there are certain transactions and calculations for which the ultimate tax determination is uncertain. We establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes may be due. These reserves are established when we believe that certain positions might be challenged despite our belief that our tax return positions are fully supportable. We adjust these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or changes in the tax law. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.

Value Added Tax

Value added tax is imposed on goods sold in or imported in the PRC. Value added tax payable in the People’s Republic of China is charged on an aggregated basis at a rate of 13% or 17% (depending on the type of goods involved) on the full price collected for the goods sold or, in the case of taxable services provided, at a rate of 17% on the charges for the taxable services provided, but excluding, in respect of both goods and services, any amount paid in respect of value added tax included in the price or charges, and less any deductible value added tax already paid by the taxpayer on purchases of goods and services in the same financial year.

Earnings (Loss) Per Share

Earnings per share are calculated in accordance with the FASB ASC 260, “Earnings per share.” Basic earnings per share are based upon the weighted average number of common shares outstanding, but excluding shares issued as compensation that have not yet vested. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options were converted or exercised, and that all unvested shares have vested. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

AMERICAN NANO SILICON TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 2 – Summary of Significant Accounting Policies (Continued)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of accounts receivable, advances to suppliers and other receivables arising from its normal business activities. The Company does not require collateral or other security to support these receivables. The company routinely assesses the financial strength of its debtors and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts.

Foreign Currency Translation

The Company’s principal country of operations is the PRC. The financial position and results of operations of the Company are determined using the local currency, Renminbi (“RMB”), as the functional currency. Foreign currency transactions are translated at the applicable rates of exchange in effect at the transaction dates. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. Revenues and expenses are translated at the average exchange rates in effect during the reporting period. Equity accounts are translated in the historical exchange rate when the transactions took place.

Asset and liability accounts at June 30, 2015 and September 30, 2014 were translated at 6.1275 RMB to $1.00 and at 6.1534 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rate. The average translation rates applied to the statements of income and cash flows for the nine months ended June 30, 2015 and 2014 were 6.1387 RMB and 6.1387 RMB to $1.00, respectively.

RMB is not a fully convertible currency. All foreign exchange transactions involving RMB must take place either through the People’s Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange. The exchange rates adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC, which are determined largely by supply and demand.

Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity as "Accumulated Other Comprehensive Income". Gain or loss from translation adjustments is included in the statement of comprehensive loss.

Note 3 – Going Concern

As shown in the accompanying financial statements, the Company’s current liabilities exceed its current assets by $23.4 million as of June 30, 2015. The current cash and inventory level will not be sufficient to support the Company’s operations and repayments of the loans. In addition, the Company has suffered negative gross profit and negative cash flows from its operations for the past two years. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company will need additional funds to meet its operating and financing obligations until sufficient cash flows are generated from anticipated production to sustain operations and to fund future development and financing obligations. We expect, but provide no assurance, that affiliate companies owned by the Company’s largest shareholder and president, Mr. Pu Fachun, will continue to provide necessary funding for the Company’s normal operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

AMERICAN NANO SILICON TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 4 – Inventory

The inventory as of June 30, 2015 and September 30, 2014 consisted of the following:

	June 30, 2015		September 30, 2014
Raw materials	$	121,772	$	125,338
Packing supplies		79,351		70,126
Work in process		93,066		75,199
Finished goods		101,486		126,431
Total	$	395,675	$	397,094

Note 5 – Related Party Transactions

The Company periodically borrows money from its shareholders to finance the operations. These loans are all due on demand. The details of loans from related parties are as follows:

	June 30 2015		September 30, 2014

Sichuan Chunfei Real Estate	$	923,720	$	1,212,670
Sichuan Chunfei Daily Chemical		1,852,134		755,759
Sichuan Shubei Feed Co.Ltd.		71,318		62,891
Zhang, Qiwei, a shareholder		34,272		-
Pu Fachun, Chief Executive Officer		1,090,518		1,133,694
Total	$	3,971,962	$	3,165,014

Sichuan Chunfei Daily Chemicals Co. Ltd (“Daily Chemical”) and Sichuan Chunfei Real Estate (“Chunfei Real Estate”) are owned by Mr. Pu Fachun. Sichuan Shubei Feed Co.Ltd. is owned by Mr. Pu Xidi, son of Mr. Pu Fachun.

The Company recorded imputed interest at 6% per annum and recorded $47,310 and $179,832 for non-interest bearing related party loans for the three and nine months ended June 30, 2015, respectively.

The Company recorded imputed interest at 6% per annum and recorded $23,779 and $148,001 for non-interest bearing related party loans for the three and nine months ended June 30, 2014, respectively.

Interest expense for interest-bearing related party loans was $28,872 and $61,016 for the three and nine months ended June 30, 2015, respectively.

Interest expense for interest-bearing related party loans was $81,503 and $226,057 for the three and nine months ended June 30, 2014, respectively.

The following table summarized related party loans with interest and non interest as of June 30, 2015:

	Non interest bearing		Bearing interest from 1%-3.5% per month
Short term loan	$	3,351,802	$	620,160
Long term loan		-		-
	$	3,351,802	$	620,160

AMERICAN NANO SILICON TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 6 – Short Term Loans and Long Term Loans

The short term loans as of June 30, 2015 and September 30, 2014 consisted of the following:

	June 30, 2015			September 30, 2014

a) Loan payable to Nanchong City Bureau of Finance due on demand, fixed interest rate of 0.465% per month	$	-		$	650,047

b) Loan payable to Nanchong Commercial Bank, due on March 7, 2015, at a fixed interest rate of 6.9% per annum, guaranteed by a third party		-			812,559

c) Loan payable to Nanchong Commercial Bank, due on July 23, 2015, at a fixed interest rate of 6.9% per annum, guaranteed by a third party. The loan was paid in full on July 31, 2015		816,000			812,559

d) Loan payable to Nanchong Commercial Bank, due on March 23, 2016, at a fixed interest rate of 6.1525% per annum, guaranteed by a third party		816,000			-

e) Loan payable to Bank of Communications due on July 27, 2015, at an interest rate of 7.8% per annum and guaranteed by a third party and Mr. Pu, Chairman and CEO of the Company. The loan was paid in full on July 27, 2015.		816,000			812,559

f) Individual loans from unrelated parties, which are due on demand and bearing a weighted average interest rate of 2.7% per month		9,206,503			7,008,727

Total Short Term Loans	$	11,654,503		$	10,096,451

a) Individual loans from unrelated parties bearing a weighted average interest rate of 2.7% per month		1,270,310	*		1,462,094

b) Individual loans from various investors, bearing interest of 12% per annum and due on July 1, 2015。 This loan is currently in default.		100,000			100,000

c) Loan payable to Jialing Rural Credit Cooperative Union due on December 19, 2015 at an interest rate of 10.764% per annum, secured by Chunfei Chemical’s real property and Chunfei Real Estate’s real property		4,732,800			4,712,842

Less: current portion of long term loans		(6,103,110	)		(1,508,465	)

Total Long Term Loans	$	-		$	4,766,471

* Loan in the amount of $19,382 was due on August 12, 2015 and is currently in default. Loans in the amount of $1,250,928 are in default.

The Company recorded interest expense of $922,003 and $2,841,316 for the three and nine months ended June 30, 2015, respectively. The Company recorded interest expense of $805,999 and $1,991,213 for the three and nine months ended June 30, 2014, respectively.

AMERICAN NANO SILICON TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 7 – Income Taxes

The Company’s subsidiaries are governed by the Income Tax Law of the People’s Republic of China. Their income is taxed at the 25% statutory rate.

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate:

	Nine months Ended June 30
	2015			2014
US statutory income tax rate		35	%		35%
Non-taxable item in US		0	%		0%
Change in valuation allowance - US		-35	%		-35%
China income tax statutory statutory rate		25	%		25%
Change in valuation allowance - China		-25	%		-25%
Effective rate		-			-

As of June 30, 2015, net operating loss carry forwards for United States and China income tax purposes amounted to $2.5 million and $20 million, which may be available to reduce future years' taxable income. These carry forwards will expire, if not utilized, beginning in 2029 through 2035 for U.S tax purpose and 2019 to 2020 for China income tax purposes. Management believes that the realization of the benefits arising from the losses recognized in the US is uncertain due to the Company's business operations being primarily conducted in China and foreign income not being recognized in the United States for federal income tax purposes. It is also uncertain that the China business operations will generate taxable income in the future. Accordingly, the Company has provided a 100% valuation allowance as of the balance sheet dates, for the temporary differences related to the loss carry-forwards.

The following table reconciles the changes in deferred tax asset for the nine months ended June 30, 2015 and 2014:

	June 30, 2015			June 30, 2014
United States:
Deferred tax asset-beginning	$	872,859		$	855,293
Addition: loss carry-forward		14,261			13,052
Valuation allowance-beginning		(872,859	)		(855,293)
Addition: valuation allowance		(14,261	)		(13,052)
Deferred tax asset net	$	-		$	-

	June 30, 2015			June 30, 2014
China:
Deferred tax asset -beginning	$	3,663,881		$	2,084,623
Addition: loss carry-forward		1,209,391			1,100,756
Valuation allowance-beginning		(3,663,881	)		(2,084,623	)
Addition: valuation allowance		(1,209,391	)		(1,100,756	)
Deferred tax asset- net	$	-		$	-

The Company’s open tax years for its federal and state income tax returns are for the tax years after 2011. These tax returns are subject to examination by the tax authorities.

AMERICAN NANO SILICON TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 8 – Concentration

For the three months ended June 30, 2015, five customers accounted for 36%, 22%, 16%, 12% and 12% of total sales, respectively. For the nine months ended June 30, 2015, two customers accounted for 42% and 41% of total sales, respectively.

For the nine months ended June 30, 2014, one customer accounted for 76% of total sales. For the three months ended June 30, 2014, one customer accounted for 85% of total sales.

Note 9 – Commitment and Contingencies

Litigation

During the 2013 fiscal year, Jian Zhou, a shareholder, commenced a legal action against American Nano Silicon Technologies, Inc. in the PRC. Mr. Zhou alleges that he is entitled to 857,142 shares of American Nano common stock in connection with the acquisition of Nanchong Chunfei by American Nano in 2007. In response to the allegation, American Nano has asserted that all of the shares to which Mr. Zhou was entitled were issued to him. The trial court has dismissed Mr. Zhou’s claim, and he has appealed the dismissal to the court of appeals.

Note 10–Subsequent Events

The Company has evaluated subsequent events for purposes of recognition or disclosure through the date these financial statements were issued, and has determined that there was no material event which would require adjustments to or disclosure in the financial statements.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

Forward Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking" statements as such term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain information relating to the Company that is based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect” and “intend” and words or phrases of similar import, as they relate to the Company or Company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors. Factors that might cause such forward-looking statements to prove inaccurate include, but are not limited to, those discussed in Item 1A entitled “Risk Factors” of our Annual Report on Form 10-K for the year ended September 30, 2014. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company assumes no obligation to update these forward-looking statements.

Restructuring of our Operations

In May 2011, the Company began moving to its new factory site located at Nanchong Shili Industrial Street, Economic and Technology Development Zone, Xiaolong Chunfei Industrial Park, which is approximately 12.4 miles from the Company's previous factory site. We expect the new site to provide us an annual manufacturing capacity of approximately 10 million tons. The Company temporarily suspended production to facilitate the move, resulting in a significant decrease in sales beginning in the third quarter of fiscal year 2011. On December 8, 2011, the Company announced that it had successfully relocated to its new facility in Nanchong, Sichuan, China. In addition to housing existing equipment and machinery from its previous facility, ANNO’s latest facility also contains new equipment that enables the Company to increase its product diversification capabilities as well as manufacture its new flame retardant additive product.

Upon opening the new facility, the Company focused its attention on production and marketing of a flame retardant additive, a new refined chemical product for the Company, which has very strict standards. We began trial production of the product on January 2, 2012 and during calendar year 2012 conducted several rounds of testing of the quality of the product by asking potential customers for trial use. Through calendar year 2012 we were recalibrating our production process according to feedback received from potential customers. By December 2012 we had satisfied ourselves regarding the quality of our new manufacturing systems, so during 2013 we initiated efforts to market a relatively low-cost flame retardant to the electric cable industry. We discovered, however, that demand by the cable industry for our product disappeared at our price point, and so we were forced to sell at unprofitable prices. Therefore, we now only manufacture the flame retardant additive when we receive a product order.

During 2014, the Company resumed commercial-scale production of Micro Nano Silicon™. However, due to our limited financial resources and adverse market conditions, our sales have been limited and generally unprofitable. During the nine months ended June 30, 2015, the Company recorded $873,211 of revenue from Micro Nano Silicon™ and $83,704 of revenue from flame retardant additive. The remainder of our revenue was related to our detergent.

Critical Accounting Policies

Our consolidated financial information has been prepared in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect (1) the reported amounts of our assets and liabilities, (2) the disclosure of our contingent assets and liabilities at the end of each fiscal period and (3) the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and reasonable assumptions, which together form our basis for making judgments about matters that are not readily apparent from other sources. Some of our accounting policies require a higher degree of judgment than others in their application.

When reviewing our consolidated financial statements, the following should also be considered: (1) our selection of critical accounting policies, (2) the judgment and other uncertainties affecting the application of those policies, and (3) the sensitivity of reported results to changes in conditions and assumptions. In our preparation of the accompanying consolidated financial statements for the nine months ended June 30, 2015, there was one estimate made which was (a) subject to a high degree of uncertainty and (b) material to our results. This was:

our determination, described in Note 7 to the financial statements, to record a 100% allowance for our deferred tax assets. The determination to record the allowance with respect to our U.S. deferred tax assets was based on the uncertainty that we would realize income taxable in the U.S. in future years. The determination with respect to our China deferred tax assets was based on the uncertainty that we would realize sufficient income within the requisite time period to utilize the deferred asset.

Results of Operations

Revenues and Gross Loss

We generated revenue of $62,456 and $998,566 during the three and nine months ended June 30, 2015 compared to $201,734 and $792,258 in the three and nine months ended June 30, 2014, a decrease of 69% for the three month period and an increase of 26% for the nine month period. Revenue significantly decreased in the three months ended June 30, 2015 because the Company was short of cash and the cost of raw materials was high during the three months ended June 30, 2015, which had negative impact on the Company’s sales. Revenue increased in the nine months ended June 30, 2015 because the Company had only started partial operations in 2013 and gradually resumed commercial-scale production of Micro SiliconTM during 2014.

The following table shows the contribution to revenue by our three core product lines:

	Three Months Ended June 30				Nine Months Ended June 30
	2015		2014		2015		2014
Micro Nano Silicon™	$	17,891	$	181,744	$	873,211	$	628,542
Detergent		14,765		18,681		41,651		49,081
Flame Retardant Additive		29,800		1,309		83,704		114,635
Total Revenue	$	62,456	$	201,734	$	998,566	$	792,258

Our factory has a production capacity of 10 million tons. However, due to our aborted effort to enter the market for flame retardant and our current lack of financial resources, we are using only a small portion of that capacity. As a result of this failure to utilize the capacity of our facilities, our operations are very inefficient. Our gross loss for the three months ended June 30, 2015 and 2014, therefore, were $297,850 and $344,673, respectively. Our gross loss for the nine months ended June 30, 2015 and 2014 were $1,081,472 and 1,147,852, respectively. We will continue to operate at an unprofitable level until we secure sufficient working capital to enable us to approach full production.

Selling, General and Administrative Expenses

Our selling, general and administrative, or SG&A, expenses include expenses associated with salaries and other expenses related to marketing and administrative activities. In addition, we have incurred expenses through the use of consultants and other outsourced service providers to take advantage of specialized knowledge and capabilities that we require for short periods of time to avoid unnecessary hiring of full-time staff.

Our SG&A expenses for the three and nine months ended June 30, 2015 were $224,794 and $769,141, compared to $276,898 and $835,747 for the three and nine months ended June 30, 2014, a decrease of 18.8% and 8.0% for the three and nine months periods. The decrease in SG&A expenses for the three months ended June 30, 2015 as compared to 2014 was attributed to the decrease in shipping expense that accompanied the decrease in our sales. The decrease in SG&A expenses for the nine months ended June 30, 2015 was mainly due to more strict control on expenditure because of tight cash flow.

Research and Development Expenses

Our business model is based upon developing additional uses for Micro Nano Silicon. Our research and development activities are focused on developing such uses as well as developing nano filtering technology and the production processes for our product.

Recently, however, our lack of financial resources has prevented us from carrying forward our research and development program. Therefore, during the nine months ended June 30, 2015, we incurred no expenses related to research and development. During the nine months ended June 30, 2014, we incurred $97,907 in research and development expenses.

We believe that the future success of our business depends upon our ability to improve our production processes and develop other uses for Micro Nano Silicon. To avoid product obsolescence, we will continue to monitor technological changes in our industry as well as users' demands for new products. Failure to keep pace with future technological changes could adversely affect our revenues and operating results in the future. Although we believe that Micro Nano Silicon can be utilized in a number of industries, there can be no assurance that we will gain market acceptance of our products in such industries.

Other Income and Expense

As a result of the factors discussed above, we recorded a loss from operations of $522,644 and $1,850,613 during the three and nine months ended June 30, 2015, compared to $621,571 and $2,081,506 for the three and nine months ended June 30, 2014. In all periods, however, non-operating income and expense had a significant effect on our net income.

The primary element of Other Income and Expense during the three and nine months ended June 30, 2015 was interest expense relating to loans from bank, unrelated parties and related parties. Interest expense was $998,185 and $3,082,164 for the three and nine months ended June 30, 2015, an increase of 9.5% and 30.3% compared to the same periods ended June 30, 2014, as we significantly increased our debt load in the latter half of fiscal 2014.

Net Loss

Due, primarily, to our gross loss and interest expense, we incurred a net loss of $1,520,762 and $4,878,309 for the three and nine months ended June 30, 2015, compared to net loss of $1,529,920 and $4,440,454 for the three and nine months ended June 30, 2014. Our ability to return to profitable operations will depend on our success in rebuilding our working capital and market acceptance of our products.

Liquidity and Capital Resources

	June 30, 2015		September 30, 2014

Total current assets	$	1,022,266	$	1,415,608
Total current liabilities		24,375,649		16,255,939
Working capital (deficiency)	$	(23,353,383)	$	(14,840,331)

At June 30, 2015 we had a working capital deficiency of $23,353,383, representing an increase of $8,513,052 in the deficit during the nine months ended June 30, 2015. In addition to our net loss for the nine month period, the primary cause of the increase in working capital deficit was the reclassification of approximately $4.7 million in bank loans from long-term to current liabilities.

Our current assets on June 30, 2015 were only $1,022,266, of which only $279,820 were liquid. Our current liabilities are primarily composed of short term loans totaling $11,654,503, short term related parties payables totaling $3,971,962 due to Mr. Pu Fachun and entities owned by Mr. Pu Fachun, the single largest shareholder and president of the Company, and $6,103,110 being the current portion of our long term loans. Due to our negative cash flow and working capital deficit, our auditors expressed substantial doubt about the Company’s ability to continue as a going concern in the audit report on our financial statements for the year ended September 30, 2014.

The following tables summarize our contractual obligations as of June 30, 2015, and the effect these obligations are expected to have on our liquidity and cash flows in future periods.

	Payments due by period
	Total		Less than 1 year		1-3 Years		3-5 Years		5+ Years

Related parties indebtedness	$	3,971,962	$	3,971,962	$	-	$	-	$	-
Loan payable to unrelated parties		17,757,613		17,757,613		-		-		-
Total contractual obligations	$	21,729,575	$	21,729,575	$	-	$	-	$	-

Our operations used $1,909,007 in cash during the nine months ended June 30, 2015. Our use of cash fell short of our net loss of $4,878,309, as the net loss included depreciation and amortization expense of $1,168,125 and imputed interest of $179,832. In addition, during the nine months ended June 30, 2015, we reduced our accounts receivable balance by $467,737 and increased our accrued expenses by $950,473, both of which events reduced our use of cash during the period.

Our operations used $3,182,788 in cash during the nine months ended June 30, 2014. Our use of cash fell short of our net loss of $4,440,454, as the net loss included depreciation and amortization expense of $1,112,307 and imputed interest of $148,001.

For the nine months ended June 30, 2015 and 2014, we used $126,380 and $294,912 in investing activities, consisting of additions to property and equipment.

Our financing activities in the nine months ended June 30, 2015 provided cash of $2,106,983, including proceeds of $792,086 from related parties’ loans, proceeds of $1,512,509 from short term loans, net of repayment of long term loans of $197,612.

Our financing activities in the nine months ended June 30, 2014 included proceeds of $5,288,223 from short-term loans and proceeds from long term loans of 3,711,343. From those proceeds, we used $3,582,616 to repay a portion of the sums we have borrowed from related parties.

As of the date of this report, we do not have sufficient cash to operate for the next 12 months. We expect, but provide no assurance, that affiliate companies owned by the Company’s largest shareholder and president, Mr. Pu Fachun, will continue to provide necessary funding for the Company’s normal operations.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of June 30, 2015, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective in enabling us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period, due to the lack of expertise in U.S. GAAP accounting among the personnel in our accounting department.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings
	None.

Item 1A	Risk Factors
	There have been no material changes from the risk factors included in the Annual Report on Form 10-K for the year ended September 30, 2014.

Item 2	Unregistered Sale of Securities and Use of Proceeds

	(a) Unregistered sales of equity securities
	The Company did not effect any unregistered sale of equity securities during the thirdquarter of fiscal 2015.

	(c) Purchases of equity securities
	The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the third quarter of fiscal 2015.

Item 3.	Defaults Upon Senior Securities.
	None.

Item 4.	Mine Safety Disclosures.
	Not Applicable.

Item 5.	Other Information.
	None.

Item 6.

Exhibits

31	Rule 13a-14(a) Certification

32	Rule 13a-14(b) Certification

101.INS	XBRL Instance

101.SCH	XBRL Schema

101.CAL	XBRL Calculation

101.DEF	XBRL Definition

101.LAB	XBRL Label

101.PRE	XBRL Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	American Nano Silicon Technologies, Inc.

Date : October 22, 2015	/s/Pu Fachun
	Pu Fachun, Chief Executive Officer
	and Chief Financial and Accounting Officer

Attached files

American Nano Silicon Technologies, Inc. Reports

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