Attached files
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| EX-31 - CERTIFICATIONS - AMANASU TECHNO HOLDINGS CORP | ex_31.htm |
| EX-32 - CERTIFICATIONS - AMANASU TECHNO HOLDINGS CORP | ex_32.htm |
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K
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x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2015
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 001-31261
AMANASU TECHO HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
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Nevada
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98-0351508
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(State of incorporation)
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(IRS Employer Identification Number)
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445 Park Avenue Center, 10th Floor
New York, NY
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10022
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (604) 790-8799
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01
Indicate by checkmark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by checkmark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by checkmark 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 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. Yesx Noo
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 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 Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filero Non-accelerated filer o Smaller reporting company x
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Act). Yes o No x
The aggregate market value of the voting and non-voting common stock (par value $0.01 per share) held by non-affiliates on June 28, 2015 (the last business day of our most recently completed second fiscal quarter) was $825,838 using the closing price on June 30, 2015.
As of March 24, 2016, the registrant had 46,956,300 shares of common stock, par value $0.01 per share, outstanding.
Documents Incorporated By Reference: None.
AMANASU TECHNO HOLDINGS CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2015
TABLE OF CONTENTS
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Reference
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Section Name
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain of the statements contained in this Annual Report on Form 10-K include forward looking statements. All statements other than statements of historical facts included in this Form 10-K regarding the Company's financial position, business strategy, and plans and objectives of management for future operations and capital expenditures, and other matters, are forward looking statements. These forward looking statements are based upon management's expectations of future events. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the expectations reflected in these forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled “Risk Factors (Item1A. Risk Factors).” Forward-looking statements include those that use forward-looking terminology, such as the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,” “should,” and similar expressions, including when used in the negative. Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties and we cannot assure you that actual results will be consistent with these forward-looking statements. Important factors that could cause our actual results, performance or achievements to differ from these forward-looking statements include the following:
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the availability and adequacy of our cash flow to meet our requirements;
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economic, competitive, demographic, business and other conditions in our local and regional markets;
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changes in our business and growth strategy;
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changes or developments in laws, regulations or taxes in the entertainment industry;
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actions taken or not taken by third-parties, including our contractors and competitors;
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the availability of additional capital; and
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other factors discussed elsewhere in this Annual Report.
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All forward-looking statements attributable to us are expressly qualified in their entirety by these and other factors. We undertake no obligation to update or revise these forward-looking statements, whether to reflect events or circumstances after the date initially filed or published, to reflect the occurrence of unanticipated events or otherwise unless required by applicable law.
PART I
ITEM 1. BUSINESS
Amanasu Techno Holdings Corporation ("Company") was incorporated in the State of Nevada on December 1, 1997 under the name of Avani Manufacturing (China) Inc. The Company changed its name to Genesis Water Technology on August 17, 1999, and to Supreme Group International, Inc. on December 24, 2000. On June 7, 2001, it changed its name to Amanasu Technologies Corporation. It changed its name again on December 21, 2007 to Amanasu Techno Holdings Corporation. The Company is a development stage company, and has not conducted any operations or generated any revenue since its inception.
Current
As of April 27th, 2009, Amanasu Techno Holdings Corporation (herein after the "Company"), acquired Amanasu Water Corporation from its sister company Amanasu Environment Corporation and renamed it Amanasu Support Corporation.
The Company will continue to manufacture and market 2 technologies, which the Company believes have great market potential.
The first technology is a fast microbe detection system for processed and unprocessed foods, called Biomonitec Glaze by NMG Inc., a Japanese corporation. Traditional microbe level detection systems take at least 24 hours to process; however, this mobile system can process the same information in 15 minutes. The Company is currently searching for investment partners to fund initial sales and marketing efforts.
The second technology is an automated personal waste collection and cleaning machine Haruka (formerly "Heartlet"), developed by Nanomax Corporation in Japan. The Haruka is a machine used in retirement homes, hospitals, and even in private residences. The Haruka allows the patient maximum comfort. The Haruka lowers the burden on the caretaker with an automated cleaning system. This machine is the only machine in its class to have a 90% government rebate, which the company believes makes the technology, extremely competitive even in the current global economic crisis. The company obtained sales and manufacturing rights to the Haruka brand and is now seeking, manufacturing partners.
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PART I
ITEM 1. BUSINESS (continued)
Overview and History
The Company is a development stage company and significant risks exist with respect to its business (see "Cautionary Statements" below). The Company received the exclusive worldwide rights to a high efficiency electrical motor and a high-powered magnet both of which are used in connection with an electrical motor scooter. The technologies were initially acquired under a license agreement with Amanasu Corporation, formerly Family Corporation. Amanasu Corporation, a Japanese company and the Company's largest shareholder, acquired the rights to the technologies under a licensing agreement with the inventors. Amanasu Corporation subsequently transferred the right to the Company, and the Company succeeded to the exclusive, worldwide rights. Atsushi Maki, a director and officer of the Company, is the sole shareholder of Amanasu Corporation. At this time, the Company is not engaged in the commercial sale of any of its licensed technologies. Its operations to date have been limited to acquiring the technologies, constructing four proto-type motor scooters and various testing of the technologies and the motor scooter.
The market place for electric scooters has become intensely competitive, thus offering rapid battery recharge time and more economical sale prices are prerequisites to compete successfully. To meet the economical sale price requirement the Company planned to conduct their manufacturing in China to reduce costs, and hoped it would meet the Company's expectations; however, significant difficulty with protecting the Company's proprietary technology unexpectedly emerged. In addition to proprietary issues, there were major concerns in customer service follow-ups (i.e. product warranty, maintenance, etc.). The Company realized that with minimal control of the manufacturing standards in China, the result of safety related incidents, if not managed appropriately, would prove to be an overwhelming liability for the Company. To solve the two major issues, the Company decided to initiate a cooperative with a company that already produces completed electric scooters in a successful marketing condition. Evader Motorsports, Inc. ("Evader"), an electric motorcycle producer, entered into an International Distributor Agreement, whereby the Company is appointed as an exclusive distributor of Evader products. Evader, in turn, would manage customer-service concerns. The Company was granted the exclusive rights for the motorcycle retail industry in Japan, with the right to include other marketing channels provided that it was agreed upon by both parties. The Company also considered Evader as a prospective company to share its technology with to create improved and more advanced electric scooters. The Company believed that with a combined effort using both companies' resources and technology, the resulting product would make a stronger impact on the market.
Further marketing research was carried out comparing current electric scooters on the market and Evader's scooters. The research concluded that further refinement in several areas were required. First the retail price of the Evader scooters was too high to be competitive in the Japanese market. The research also found that a new company recently began importing electric scooters from China to Japan directly. The quality of their product is unclear; however, the retail price of the new company's product effectively competes in the Japanese market. The refinements needed to make the Evader scooters competitive economically would take too much time, thus the Company decided to discontinue business relations with Evader, and abandon the electric scooter project; however, the Company still holds the related patents.
In place of the electric scooter, other projects including a cooperative effort with Seems Inc., formerly introduced as Pixen Inc., and their breakthrough "Bio-scent technology" are in development. Seems Inc. is a pioneer in the newly developed bio-scent technology industry. Bio-scent technology involves the application of "scent data transmission", a digitized form of scents, in various industries such as biotechnology, medical care, environment, security, etc. in addition to common aroma therapy. Due to its revolutionary technologies, Seems has been able to become a multi-million dollar company in less than 6 years and is expected to become public. Its DAA (Defensive Aromatic Air) is its current flagship product.
In addition to being an air purifying system, Seems' DAA effectively removes up to 91% of air pollutants such as ammonia, and by products of cigarette smoke. It also provides odor neutralization, and air-borne anti-bacterial effects. Seems has also developed a scent-particle sensor, which is programmable to detect certain scent particles. This sensor is 1,000 times more sensitive than even a dog’s sense of smell. This scent detection system can be applied in fields such cancer detection. All diseases carry a scent profile that is undetectable by the human senses. Seems' sensor is able to detect these scent profiles and display the digitized scent data.
With uncertainty in the amount of time taken to obtain approval from the FDA for various technologies by Seems Inc., the Company decided to begin a new project in the Food/Beverage industry, specifically Franchise management under the new leadership of Yukinori Yoshino, who was appointed President of the Company as of October 16th, 2007; however, due to personal reasons unrelated to the Company, Mr. Yoshino stepped down as President as of May 11, 2009, with the Chairman Mr. Atsushi Maki assuming the position of Chief Executive Officer.
The Company’s goal for the next 2 years is to enter into the NASDAQ global market.
4
Employees
As of December 31, 2015, the Company has no full time employees.
ITEM 1A. RISK FACTORS
Developmental Stage Company
The Company was incorporated on February 22, 1999, and is a development stage company. Presently, the Company is in the initial stages of licensing the necessary patents/technologies in order obtain exclusive sales and manufacturing rights to the Haruka, automatic personal waste disposal system. The company is also in negotiations for a licensing agreement for the Biomonitec Glaze (a food microbe testing apparatus that shortens testing times from days to minutes) from NMG Inc. As a development stage enterprise, the Company may be subject to the many pitfalls commonly associated with development stage enterprises, such as testing and proving technologies. These risks are in addition to normal business risks. The Company's ability to emerge from the development stage with respect to its planned principal business activity is dependent upon a number of factors, including product development of existing technologies and successfully raising additional financing to meet its working capital needs.
Need For Additional Capital
The Company will require additional capital to meet its ongoing operating requirements. Once the Haruka technology has been established in eastern Asia, the company plans to market the product in North America which will require FDA, and Health Canada approval. Even though the initial market approval is not capital intensive, additional pre-market approvals are. The Company intends to raise the capital through a private or public financing of debt or equity. Presently, the Company has no commitment for any such funding, however, is negotiating with potential partners to acquire funding. The Company cannot predict whether it will be successful in obtaining such financing on terms acceptable to the Company or on any terms. The inability to obtain such financing will have a material adverse effect on the Company and its ability to develop and commercial sell the products.
Ability to Develop Commercial Product
The majority of the Company's partners reside in Japan, and with that, the Company must pass through different government regulatory departments. The Company's upcoming Haruka product to the United States will require FDA Pre-market approval in order to maximize the Company's ability to market. FDA approval is required due to the nature of the Haruka product, which are considered medical devices in the United States. Certain principal marketing statements may also require FDA approval; however, will not be used in the initial sale stages.
Rapid Technological Changes
The industry in which the Company intends to compete is subject to rapid technological changes. No assurances can be given that the any technological advantages which may be enjoyed by the Company in respect of its technologies cannot or will not be overcome by technological advances by competitors rendering the Company's technologies obsolete or non-competitive.
Lack of Established Distribution Channels
The Company does not have an established channel of distribution for any of its products at present. The Company is currently researching and contacting possible channels of distribution. The main focus is on chain organizations: restaurant, hotel, and hospital chains. The Company will also focus on establishing a network of designated dealers in targeted markets in Japan and South East Asia. The Company cannot predict whether it will be successful in establishing its intended dealer network in Japan.
Management
The ability of the Company to successfully conduct its business affairs will be dependent upon the capabilities and business acumen of current management including Mr. Atsushi Maki, the Company's Chairman and Chief Executive Officer. Accordingly, shareholders must be willing to entrust all aspects of the business affairs of the Company to its current management. Further, the loss of any one of the Company's management team could have a material adverse impact on its continued operation.
Control Exercised By Management
The current officers and directors control approximately 87% of the shareholder votes, based on ownerships of March 15, 2016. Consequently, management will control the vote on all matters brought before shareholders, and holders of common stock may have no power in corporate decisions usually brought before shareholders.
5
ITEM 1A. RISK FACTORS (continued)
Conflicts of Interest
The officers of the Company are not full time employees. Presently, the Company does not have a formal conflicts of interest policy governing its officers and directors. In addition, the Company does not have written employment agreements with its officers. Its officers intend to devote sufficient business time and attention to the affairs of the Company to develop the Company's business in a prudent and business-like manner. However, the principal officer is engaged in other businesses related and unrelated to the business of the Company, and in the future, will engage in other business ventures. As a result, the principal officer and other officers of the Company may have a conflict of interest in allocating their respective time, services, and future resources, and in exercising independent business judgment with respect to their other businesses and that of the Company.
Reliance upon Third Parties
The Company does not intend on maintaining a significant technical staff nor does it intend on manufacturing its products. Rather it will rely heavily on consultants, contractors and manufacturers to design, develop and manufacture its products. Accordingly, there is no assurance that such third parties will be available when needed at affordable prices.
Competition
Although management believes its product has significant competitive advantages to other products in the industry. However, the Company will be competing in industries where enormous competition exists. Competitors in these industries have greater financial, engineering and other resources than the Company. No assurances can be given that any advances or developments made by such companies will not supersede the competitive advantages of the Company's products.
Protection Of Intellectual Property
The success of the Company will be dependent, in part, upon the protection of its proprietary of its various technologies from competitive use. Certain of its technologies are the subject of various patents in varying jurisdictions (See "Description of Business - Proprietary Rights"). In addition to the patent applications, the Company relies on a combination of trade secrets, nondisclosure agreements and other contractual provisions to protect its intellectual property rights. Nevertheless, these measures may be inadequate to safeguard the Company's underlying technologies. If these measures do not protect the intellectual property rights, third parties could use the Company's technologies, and its ability to compete in the market would be reduced significantly. In addition, if the sale of the Company's product extends to foreign countries, the Company may not be able to effectively protect its intellectual property rights in such foreign countries. In the future, the Company may be required to protect or enforce its patents and patent rights through patent litigation against third parties, such as infringement suits or interference proceedings. These lawsuits could be expensive, take significant time, and could divert management's attention from other business concerns. These actions could put the Company's patents at risk of being invalidated or interpreted narrowly, and any patent applications at risk of not issuing. In defense of any such action, these third parties may assert claims against the Company. The Company cannot provide any assurance that it will have sufficient funds to vigorously prosecute any patent litigation, that it will prevail in any of these suits, or that the damages or other remedies awarded, if any, will be commercially valuable. During the course of these suits, there may be public announcements of the results of hearings, motions and other interim proceedings or developments in the litigation which could result in the negative perception by investors, which could cause the price of the Company's common stock to decline dramatically.
Indemnification of Officers and Directors for Securities Liabilities
The Company's By-Laws eliminates personal liability in accordance with the Nevada Revised Statutes (NRS). Section 78.7502 of the NRS provides that a corporation may eliminate personal liability of an officer or director to the corporation or its stockholders for breach of fiduciary duty as an officer or director provided that such indemnification is limited if such party acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation. In so far as indemnification for liability arising from the Securities Act of 1933 ("Act") may be permitted to Directors, Officers or persons controlling the Company, it has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
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ITEM 1A. RISK FACTORS (continued)
Penny Stock Regulation
The Company's common stock may be deemed a "penny stock" under federal securities laws. The Securities and Exchange Commission has adopted regulations that define a "penny stock" generally to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These regulations impose additional sales practice requirements on any broker/dealer who sell such securities to other than established investors and accredited investors. For transactions covered by this rule, the broker/dealer must make certain suitability determinations and must receive the purchaser's written consent prior to purchase. Additionally, any transaction may require the delivery prior to sale of a disclosure schedule prescribed by the Commission. Disclosure also is required to be made of commissions payable to the broker/dealer and the registered representative, as well as current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account of the customers and information on the limited market in penny stocks. These requirements generally are considered restrictive to the purchase of such stocks, and may limit the market liquidity for such securities.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Company's executive offices are located at 445 Park Avenue Center 10th Floor New York, NY 10022, 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 which expires October 1, 2017. The Company shares the space with Amanasu Environment Corporation, a reporting company under the Securities Exchange Act of 1934. Amanasu Environment Corporation is responsible for 50% of the rent. The office in New York is rented at the rate of $119 each month. In addition, the Company maintains an office at Suite 905, 1-6-1 Senzoku Taito-Ku Tokyo Japan.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
There is a limited public market for our Common Stock which currently trades on the OTC Bulletin Board under the symbol "ANSU" where it has been traded since September 9, 2005. The Common Stock has traded between $0.01 and $2.00 per share since that date.
The following table sets forth the high and low closing prices for our Common Stock as reported on the Bulletin Board for the quarters presented. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not reflect actual transactions.
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Quarter Ended
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Mar. 31
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Jun. 30
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Sep. 30
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Dec. 31
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Year
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Fiscal Year 2014
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Common stock price per share:
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High
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$ | 0.250 | $ | 0.200 | $ | 0.150 | $ | 0.130 | $ | 0.250 | ||||||||||
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Low
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$ | 0.040 | $ | 0.120 | $ | 0.050 | $ | 0.050 | $ | 0.040 | ||||||||||
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Fiscal Year 2015
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Common stock price per share
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High
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$ | 0.080 | $ | 0.150 | $ | 0.130 | $ | 0.208 | $ | 0.208 | ||||||||||
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Low
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$ | 0.065 | $ | 0.060 | $ | 0.060 | $ | 0.055 | $ | 0.055 | ||||||||||
Information provided by the Over the Counter Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission and may not represent actual transactions.)
Holders
As of December 31, 2015, the Company has 80 holders of its common Stock. This figure does not take into account those shareholders whose certificates are held in the name of broker-dealers or other nominees.
Dividend Policy
To date we have not paid any dividends on our Common Stock and do not expect to declare or pay any dividends on our Common Stock in the foreseeable future. Payment of any dividends will be dependent upon future earnings, if any, our financial condition, and other factors as deemed relevant by our Board of Directors. Although there are no restrictions on the Company's ability to declare or pay dividends, the Company has not declared or paid any dividends since its inception' and does not anticipate paying dividends in the future.
Equity Compensation Plan Information
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Equity Compensation Plan Information
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Plan category
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Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
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Weighted-average
exercise price of
outstanding options, warrants
and rights
(b)
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Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
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Equity compensation plans approved by security holders
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-0- | -0- | -0- | |||||||||
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Equity compensation plans not approved by security holders
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-0- | -0- | -0- | |||||||||
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Total
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-0- | -0- | -0- | |||||||||
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Private Placement
During the year 2014, the Company issued 200,000 shares of common stock, realizing cash proceeds of $200,000. These sales were exempt under Regulation S under the Securities Act of 1933, as amended, due to the foreign nationality of the relevant purchasers.
Rule 10B-18 Transactions
During the year ended December 31, 2015, there were no repurchases of the Company’s common stock by the Company.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Company's Financial Statements, including the Notes thereto, appearing elsewhere in this Annual Report.
Please note the consolidated financial statements for the fiscal year ending December 31, 2015 of Amanasu Techno Holdings Corporation have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements the Company had a working capital deficiency of $337,387 as well as an accumulated deficit of $1,904,063. These factors, among other things discussed in Note 4 to the financial statements, raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities that might be necessary should the Company be unable to continue in operation.
Company Overview
The Company was organized on December 1, 1997. Its operations to date have been limited to obtaining the license to various environmental and other technologies, and conducting preliminary marketing efforts.
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.
The Company will continue to develop and market two technologies, which the Company believes have great market potential.
The first technology is a fast microbe detection system for processed and unprocessed foods, called Biomonitec Glaze by NMG Inc., a Japanese corporation. Traditional microbe level detection systems take at least 24 hours to process; however, this mobile system can process the same information in 15 minutes. The Company is currently searching for investment partners to fund initial sales and marketing efforts.
The second technology is an automated personal waste collection and cleaning machine Haruka (formerly "Heartlet"), developed by Nanomax Corporation in Japan. The Haruka is a machine used in retirement homes, hospitals, and even in private residences. The Haruka allows the patient maximum comfort. The Haruka lowers the burden on the caretaker with an automated cleaning system. This machine is the only machine in its class to have a 90% government rebate, which the company believes makes the technology extremely competitive even in the current global economic crisis. The company obtained sales and manufacturing rights to the Haruka brand and is now currently seeking, manufacturing partners.
The Company will also be concentrating its efforts on capital raising efforts to enter into the NASDAQ Global Market. The Company satisfies all entry requirements, except for investment capital. The Company's target is to raise $30,000,000 in the near future.
As stated above, the Company cannot predict whether or not it will be successful in its capital raising efforts and, thus, be able to satisfy its cash requirements for the next 12 months. If the Company is unsuccessful in raising at least $165,000, it may not be able to complete its plan of expanding operations as discussed above.
The company is expecting to gain the capital from issuing and selling the shares of the Company.
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Plan of Operations (continued)
During the quarter ending March 31, 2013 The Company sold its 100% ownership of Amanasu Support Corporation, formerly named Amanasu Water Corporation (Water) to its parent company, Amanasu Corporation (Japan) for $10,000. Because the subsidiary had an excess of liabilities over the assets transferred on the sale, the excess was transferred to Paid in Capital.
Results of Operations
Selling, general and administrative expenses decreased $37,626 (43.2% for the year ended December 31, 2015 to $49,570 as compared to $87,196 for the year ended December 31, 2014 primarily as a result of a decrease in rent expense and professional fees.
Interest expense increased $1,533 (12.4%) to $13,890 for the year ended December 31, 2015 as compared to $12,357 for the year ended December 31, 2014.
As a result of the above, the Company incurred net loss of $63,460 for the year ended December 31, 2015 as compared to a net loss of $99,553 for the year ended December 31, 2014.
Liquidity and Capital Resources
Total assets as of December 31, 2015 were $38,599, compared to $30,280 as of December 31, 2014. Total current liabilities as of December 31, 2015 was $342,815 compared to $271,036 at December 31, 2014. The increase is due to the deposit from a shareholder for the purchase of common stock which has been classified as a current liability until the transaction has been completed.
The Company intends to raise additional funds in the near future through private placements of its common stock. The Company received $50,000 for stock sales in 2013. On February 24, 2014, 200,000 shares of common stock were sold for $200,000 to a non-related party. During 2015, the Company received $61,030 for a deposit for the purchase of common stock, this amount is classified as a current liability in the accompanying balance sheet as of December 31, 2015. The proceeds from such private placements will be allocated for administrative salaries, office expenses and travel, product development and testing.
The Company's minimum cash requirements for the next twelve months are estimated to be $50,000. This amount is primarily for rent, 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 shareholder or related party loans. There is no current commitment for either of these fund sources.
During the year ended December 31, 2015, the Company had a net decrease in cash of $3,108. The Company’s principal sources and uses of funds were as follows:
Cash used in operating activities. For the year ended December 31, 2015, the Company used $68,588 in cash for operations as compared to $107,675 in cash for the year ended December 31, 2014. This decrease in cash used in operations is primarily attributed to the lower operating loss.
Cash provided by financing activities. Net cash provided by financing activities for the year ended December 31, 2015 was $65,480 as compared to $112,715 for the year ended December 31, 2014. This decrease is primarily the result of the lower proceeds from issuances of common stock.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Amanasu Techno Holdings Corporation:
We have audited the accompanying consolidated balance sheets of Amanasu Techno Holdings Corporation as of December 31, 2015 and 2014, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2015. Amanasu Techno Holdings Corporation’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Amanasu Techno Holdings Corporation as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
Michael F. Albanese, CPA
Parsippany, New Jersey
March 30, 2016
11
AMANASU TECHNO HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 2015 and 2014
|
2015
|
2014
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets:
|
||||||||
|
Cash
|
$ | 13,302 | $ | 16,410 | ||||
|
Total current assets
|
13,302 | 16,410 | ||||||
|
Other Assets:
|
||||||||
|
Due from affiliate
|
25,297 | 13,870 | ||||||
|
Total other assets
|
25,297 | 13,870 | ||||||
|
Total Assets
|
$ | 38,599 | $ | 30,280 | ||||
|
LIABILITIES & STOCKHOLDERS' DEFICIT
|
||||||||
|
Current Liabilities:
|
||||||||
|
Accrued expenses
|
$ | 43,885 | $ | 37,586 | ||||
|
Deposit on purchase
|
61,030 | - | ||||||
|
Advances from shareholders and officers
|
237,900 | 233,450 | ||||||
|
Total current liabilities
|
342,815 | 271,036 | ||||||
|
Commitments and contingencies
|
- | - | ||||||
|
Stockholders' Deficit:
|
||||||||
|
Common Stock: authorized 100,000,000 shares of $.001 par value;46,956,300 and 46,956,300 shares issued and outstanding, respectively
|
46,956 | 46,956 | ||||||
|
Additional paid in capital
|
1,542,891 | 1,542,891 | ||||||
|
Paid in capital - options
|
10,000 | 10,000 | ||||||
|
Deficit accumulated during development stage
|
(1,904,063 | ) | (1,840,603 | ) | ||||
|
Total stockholders' deficit
|
(304,216 | ) | (240,756 | ) | ||||
|
Total Liabilities and Stockholders' Deficit
|
$ | 38,599 | $ | 30,280 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
12
AMANASU TECHNO HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2015 and 2104
|
For the Years Ended
December 31,
|
||||||||
|
2015
|
2014
|
|||||||
|
Revenue
|
$ | - | $ | - | ||||
|
Cost of Goods Sold
|
- | - | ||||||
|
Gross Profit
|
- | - | ||||||
|
Selling and administrative expenses
|
49,570 | 87,196 | ||||||
|
Operating loss
|
(49,570 | ) | (87,196 | ) | ||||
|
Other Income (Expense):
|
||||||||
|
Interest Expense – Related Parties
|
(13,890 | ) | (12,357 | ) | ||||
|
Net loss
|
$ | (63,460 | ) | $ | (99,553 | ) | ||
|
Loss per share - Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
|
Weighted average number of common shares outstanding
|
46,956,300 | 46,733,834 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
13
AMANASU TECHNO HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Years Ended December 31, 2015 and 2014
|
Common Stock
|
Additional
Paid In
|
Deficit
Accumulated
During
Development
|
Paid
In
Capital
|
|||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
Options
|
Total
|
|||||||||||||||||||
|
Balance, December 31, 2013
|
46,756,300 | 46,756 | 1,343,091 | (1,741,050 | ) | 10,000 | (341,203 | ) | ||||||||||||||||
|
Proceeds from sale of stock
|
200,000 | 200 | 199,800 | - | - | 200,000 | ||||||||||||||||||
|
Net (loss) for year ended
December 31, 2014
|
(99,553 | ) | (99,553 | ) | ||||||||||||||||||||
|
Balance, December 31, 2014
|
46,956,300 | $ | 46,956 | $ | 1,542,891 | $ | (1,840,603 | ) | $ | 10,000 | $ | (240,756 | ) | |||||||||||
|
Net (loss) for year ended December 31, 2015
|
(63,460 | ) | (63,460 | ) | ||||||||||||||||||||
|
Balance, December 31, 2015
|
46,956,300 | $ | 46,956 | $ | 1,542,891 | $ | (1,904,063 | ) | $ | 10,000 | $ | (304,216 | ) | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
14
AMANASU TECHNO HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2015 and 2014
|
2015
|
2014
|
|||||||
|
CASH FLOWS FROM OPERATIONS
|
||||||||
|
Net loss from continuing operations
|
$ | (63,460 | ) | $ | (99,553 | ) | ||
|
Adjustments to reconcile net loss to net cash consumed by operating activities :
|
||||||||
|
Changes in Assets and Liabilities:
|
||||||||
|
Increase (decrease) in accrued expenses
|
6,299 | (15,193 | ) | |||||
|
Increase in amounts due from affiliate
|
(11,427 | ) | - | |||||
|
Total Cash Consumed by Operating Activities
|
(68,588 | ) | (114,746 | ) | ||||
|
Cash Flows From Financing Activities
|
||||||||
|
Proceeds from sale of common stock
|
- | 200,000 | ||||||
|
Shareholder deposit for common stock
|
61,030 | - | ||||||
|
Proceeds from loans from shareholders and officers
|
20,000 | |||||||
|
Repayments of loans from shareholder and officers
|
(15,550 | ) | (87,285 | ) | ||||
|
Total Cash Provided by Financing Activities
|
65,480 | 112,715 | ||||||
|
Net Change In Cash
|
(3,108 | ) | (2,031 | ) | ||||
|
Cash balance, beginning of year
|
16,410 | 18,441 | ||||||
|
Cash balance, end of year
|
$ | 13,302 | $ | 16,410 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
15
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015
1. ORGANIZATION AND BUSINESS
Organization of Company
Amanasu Techno Holdings Corporation ("Company") was incorporated in the State of Nevada on December 1, 1997 under the name of Avani Manufacturing (China) Inc. The Company changed its name to Genesis Water Technology on August 17, 1999, and to Supreme Group International, Inc. on December 24, 2000. On June 7, 2001, it changed its name to Amanasu Technologies Corporation. It changed its name again on December 21, 2007 to Amanasu Techno Holdings Corporation. The Company is a development stage company, and has not conducted any operations or generated any revenue since its inception.
On January 4, 2008, the Company invested $1,837 for a 100% interest in a newly formed subsidiary, Amanasu Techno Holdings Japan Corporation (Japan), which is located in Tokyo. This subsidiary is inactive and, through December 31, 2015, has had no transactions.
On April 27, 2009 the Company acquired 100% of the outstanding stock of Amanasu Water Corporation (Water). This company has changed its name to Amanasu Support Corporation. That subsidiary was subsequently sold to the Company's parent corporation, Amanasu Corporation on February 7, 2012.
Business
The Company previously acquired worldwide licensing rights for certain patented magnetic and power generating technology. Until 2006, it was the intention of the Company to license these rights for use by others. The Company continues to pursue such licensing opportunities, but its primary efforts are now directed at other opportunities.
2. AMENDMENTS TO DEVELOPMENT STAGE ENTITY REPORTING REQUIREMENTS
The Company follows Topic 915 of the (FASB) Accounting Standards Codification (ASC) for disclosures on development stage reporting requirements. Topic 915 eliminates the requirements for development stage entities to (1) present inception to date information in the statements of income, cash flows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years I had been in the development stage. Topic 915 is effective for annual reporting periods beginning after December 15, 2014 and interims therein. Early application of Topic 915 is permitted for any annual reporting period for which the entities financial statements have not been issued or made available for issuance. The Company has opted to adopt Topic 915 earlier than the effective date as this did not have a material effect on the financial statements.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation:
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, and include the Company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated.
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties:
The Company’s operations are subject to a number of risks, including but not limited to changes in the general economy, demand for the Company’s products, and the success of its customers.
16
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2015
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all short term debt securities purchased with an original maturity of three months or less to be cash equivalents.
Fixed Assets
Fixed assets are recorded at cost. Depreciation is computed on a straight-line basis, with lives of seven years for furniture and equipment and five years for computers and automobiles.
Intangible Assets
Intangible assets are recorded at cost. Amortization is provided by the straight line method, using lives which are based on the lives of the underlying assets.
Impairment of Long-Lived Assets
The Company performs a review for potential impairment of long-lived assets whenever an event or changes in circumstances indicate the carrying value of an asset may not be recoverable.
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.
Advertising Costs
The Company will expense advertising costs when an advertisement occurs. There has been no spending thus far on advertising.
Foreign Currency Translation
Substantial Company assets were previously located in Japan. On February 7, 2012, the Company sold its majority position in Amanasu Support Corporation to its parent company, Amanasu Corporation. Previous to the transfer, amounts were translated to US dollars as follows:
a. Assets and liabilities, at the rates of exchange in effect as balance sheet dates;
b. Equity accounts, at the exchange rates prevailing at the time of the transactions that established the equity accounts; and
c. Revenues and expenses, at the average rates of exchange of each period reported.
Segment Reporting
Management will treat the operations of the Company as one segment.
17
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2015
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair Value of Financial Instruments:
The Company estimates that the fair value of all financial instruments at December 31, 2015 and, 2014, as defined in Financial Accounting Standards Board (“FASB”) ASC 825 “Financial Instruments”, does not differ materially, except for the items discussed below, from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value.
The carrying amounts reported in the balance sheets as of December 31, 2015 and 2014 for cash and accrued expenses and advances from shareholders and officers approximate the fair value because of the immediate or short-term maturity of these financial instruments. Each reporting period we evaluate market conditions including available interest rates, credit spreads relative to our credit rating and liquidity in estimating the fair value of our debt. After considering such market conditions, we estimate that the fair value of debt approximates its carrying value.
Accounting for Income Taxes:
The Company accounts for income taxes using the asset and liability method described in FASB ASC 740, “Income Taxes”. Deferred tax assets arise from a variety of sources, the most significant being: a) tax losses that can be carried forward to be utilized against profits in future years; b) expenses recognized for financial reporting purposes but disallowed in the tax return until the associated cash flow occurs; and c) valuation changes of assets which need to be tax effected for book purposes but are deductible only when the valuation change is realized.
Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when such differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit which is not more likely than not to be realized. In assessing the need for a valuation allowance, future taxable income is estimated, considering the realization of tax loss carryforwards. Valuation allowances related to deferred tax assets can also be affected by changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event it was determined that the Company would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made.
Income Tax Uncertainties:
The Company accounts for uncertainties in income taxes under ASC 740-10-50 which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 requires that the Company determine whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. The implementation of ASC 740-10 had no impact on the Company’s results of operations or financial position.
Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, one or more positions may be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation.
Interest and penalties related to income tax matters, if applicable, will be recognized as income tax expense. During the years ended December 31, 2015 and 2014, the Company did not incur any expense related to interest or penalties for income tax matters, and no such amounts were accrued as of December 31, 2015 and 2014.
18
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2015
4. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company had a material working capital deficiency and an accumulated deficit at December 31, 2015, and a record of continuing losses. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include adjustments relating to the recoverability of assets and the 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.
5. RELATED PARTY TRANSACTIONS
The Company president made advances to the Company totaling $130,000, all of which remains due to the President at December 31, 2015.
The parent corporation made advance of $92,285 during the period between 2007-2011. This advance was repaid in full in 2014.
During 2013 the Company President provided personal services for the subscriber and as a result the subscriber assigned the debt to the Company President. The $99,900 is now payable to the Company President and is included in Advances from Shareholders and Officers.
Shareholder has amount owed of $8,000 at December 31, 2015.
All advances bear interest at 4.45% and are due on demand.
As of December 31, 2015 and 2014 Advances from Shareholders and Officers amounted to $237,900 and $233,450, respectively.
Accrued interest owed to these related parties is included in accrued expenses at December 31, 2015 and 2014 in the amounts $40,134 and $33,837, respectively.
6. ADMINISTRATIVE EXPENSES
Included in administrative expenses are the following items:
|
2015
|
2014
|
|||||||
|
Professional and consulting fees
|
$
|
33,760
|
$
|
45,460
|
||||
|
Filing fees
|
-
|
2,710
|
||||||
|
Rent
|
15,750
|
31,500
|
||||||
|
Other
|
60
|
7,526
|
||||||
|
$
|
49,570
|
$
|
87,196
|
|||||
19
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2015
7. INCOME TAXES
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 be carried forward and applied against future profits for a period of twenty years. The available NOL's totaled $1,111,615 at December 31, 2015. The potential benefit of these NOL's has been recognized on the books of the Company, but it has been offset by a valuation allowance. If not used, the NOL carryforward will expire in the years 2020 through 2034.
Under pronouncements of the FASB, recognition of deferred tax assets is permitted unless it is more likely than not that the assets will not be realized. The Company has recorded noncurrent deferred tax assets as presented below, offset by a valuation allowance.
|
Deferred Tax Asset
|
$
|
341,740
|
||
|
Valuation Allowance
|
(341,740
|
)
|
||
|
Balance Recognized
|
$
|
-
|
Following is a table of NOL expiration dates:
|
Expiring in
|
US
|
||
|
2020
|
$ | 555 | |
|
2021
|
20,944 | ||
|
2022
|
100,922 | ||
|
2023
|
147,981 | ||
|
2024
|
11,520 | ||
| 5025 | 79,170 | ||
| 2026 | 356,735 | ||
| 2027 | 53,560 | ||
| 2028 | 26,711 | ||
| 2029 | 17,856 | ||
| 2030 | 56,595 | ||
| 2031 | 13,430 | ||
| 2032 | 25,166 | ||
| 2033 | 37,457 | ||
| 2034 | 99,553 | ||
| 2035 | 63,460 | ||
|
Total
|
$ | 1,111,615 |
There are no transactions other than the NOL'S, mentioned above, which would create deferred tax assets or liabilities.
The years 2013, 2014 and 2015 are subject to audit by the Internal Revenue Service.
9. RENTALS UNDER OPERATING LEASE
The Company's executive offices are located at 445 Park Avenue Center 10th Floor New York, NY 10022, 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 which expires September 30, 2017. The premises are rented by the Secretary of the Company, and is rented at fair market value. The Company shares the space with Amanasu Environment Corporation, a reporting company under the Securities Exchange Act of 1934. Amanasu Environment Corporation is responsible for 50% of the rent. The office in New York is rented at the rate of $119 each month. In addition, the Company maintains an office at Suite 905, 1-6-1 Senzoku Taito-Ku Tokyo Japan.
The following is a schedule of approximate future minimum rental payments for operating leases subsequent to the year ended December 31, 2015 based on the Company’s share of rent:
| Year | Amount | |||
| 2016 | $ | 15,000 | ||
| 2017 | $ | 11,250 | ||
| Total | $ | 26,250 | ||
20
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2015
10. EQUITY
On February 24, 2014, 200,000 shares of common stock were sold for $200,000 to a non-related party.
During 2015, the Company received $61,030 for a deposit for the purchase of common stock, this amount is classified as a current liability in the accompanying balance sheet as of December 31, 2015. No shares have been issued for these deposits as of December 31, 2015.
11. SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
There were no other non-cash investing or financing activities during either 2015 or 2014.
12. STOCK OPTIONS
On May 9, 2009, the Board of Directors approved the issuance of 1,000,000 options to purchase Company common stock. These options vested upon issuance and are exercisable for a period of ten years at .05 per share, expiring May 9, 2019. The fair value of these options at the date of issuance was $10,000, determined by a Black Sholes valuation model. There is disagreement regarding the value of services performed in exchange for these options. They will be continued at $10,000 until the contract can be resolved. This matter continues to be negotiated.
13. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant effect on the Company's results of operations, financial position or cash flows.
21
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure Controls
We carried out an evaluation required by Rule 13a-15 of the Securities Exchange Act of 1934 (Exchange Act) under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures over financial reporting.
Disclosure controls and procedures are designed with the objective of ensuring that (i) information required to be disclosed in an issuer's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
The evaluation of our disclosure controls and procedures included a review of our objectives and processes and effect on the information generated for use in this Report. This type of evaluation is done quarterly so that the conclusions concerning the effectiveness of these controls can be reported in our periodic reports filed with the SEC.
Our report on management's assessment of our internal control over financial reporting, as reported in our original filing on Form 10-K for the year ended December 31, 2009, was not prepared in the manner prescribed in Rule 13a-15. We have implemented the required processes and compensatory controls to minimize the risk of any recurrence and we will continue to develop processes that will be necessary as the business grows, and financial reporting becomes more complex. We intend to maintain these controls as processes that may be appropriately modified as circumstances warrant.
Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective in timely alerting them to material information which, is required to be included in our periodic reports filed with the SEC as of the filing of this Report.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15. Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of the company's internal control over financial reporting pursuant to Exchange Act rule 13a - 15 and based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the criteria set forth in Internal Control - Integrated Framework, our Chief Executive Officer and Chief Financial Officer concluded that our internal controls and procedures over financial reporting were ineffective as of December 31, 2015.
However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Management necessarily applied its judgment in assessing the benefits of controls relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and may not be detected.
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we engaged our independent registered public accounting firm to perform, an audit on our internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report.
22
Changes in internal controls over financial reporting
There have been no significant changes in the Company's internal controls or in other factors since the date of the Chief Executive Officer's and Principal Financial Officer's evaluation that could significantly affect these internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The directors and executive officers of the Company, their ages, and the positions they hold are set forth below. The directors of the Company hold office until the next annual meeting of stockholders of the Company and until their successors in office are elected and qualified. All officers serve at the discretion of the Board of Directors.
|
Name
|
Age
|
Position
|
||
|
Atsushi Maki
|
64
|
Chairman, Chief Executive Officer, Director
|
||
Atsushi Maki has been the Director of the Company since June 1, 2001. Mr. Maki was appointed Chairman October 16th, 2007. During the past ten years, Mr. Maki has been an independent businessman involved mainly in real estate development projects in Japan. In 1995, he served as a Director of the Japan-Korea Cooperation Committee along with the former Prime Minister of Japan who acted as the Chairman of the committee. In 1999, he was responsible for establishing the Japan-China Association, a foundation for fostering better relations between the two nations. He served as a director of the association, along with the Chairman of Sony Corporation and the Honorary Chairman of Toyota Motor Corporation. Mr. Maki also is a director of Amanasu Environment Corporation, a reported company under the federal securities laws.
ITEM 11. EXECUTIVE COMPENSATION
The officers of the Company are not full time employees. They do not currently receive compensation. The Company does not have written employment agreements with its officers. Its officers intend to devote sufficient business time and attention to the affairs of the Company to develop the Company's business in a prudent and business-like manner.
23
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table will identify, as of March 31, 2016, the number and percentage of outstanding shares of common stock of the Company owned by (i) each person known to the Company who owns more than five percent of the outstanding common stock, (ii) each officer and director, and (iii) and officers and directors of the Company as a group. The following information is based upon 46,956,300 shares of common stock of the Company which are issued and outstanding as of March 15, 2016. The address for each individual below is 445 Park Avenue Center 10th floor New York, NY 10022 the address of the Company.
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Title of Security
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Name and Address of Beneficial Owner
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Amount and Nature of Beneficial Ownership (1)
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Percent of Class
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|||||||
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Common Stock
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Amanasu Corporation(2)
#902 Ark Towers, 1-3-40,
Roppongi, Minatoku, Tokyo, Japan
|
35,000,000 | 74.9 | % | ||||||
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Common Stock
|
Atsushi Maki(3)
|
40,373,700 | 86.4 | % | ||||||
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Common Stock
|
Lina Lei(4)
|
40,373,700 | 86.4 | % | ||||||
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Common Stock
|
Officers and Directors, as a group (3 persons)
|
40,373,700 | 86.4 | % | ||||||
|
1.
|
(1) "Beneficial ownership" means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial ownership includes shares underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.
|
|
2.
|
(2) Mr. Atsushi Maki, a director of the Company, is the sole shareholder of Amanasu Corporation and is deemed the beneficial owner of such shares.
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3.
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(3) Includes 4,873,700 shares of common stock held individually by Mr. Maki, 35,000,000 shares of common stock held by Amanasu Corporation, and 500,000 shares of common stock held by Lina Lei. Mr. Maki disclaims beneficial ownership of the shares held by Lina Lei.
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|
4.
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(4) Includes 500,000 shares of common stock held individually by Ms. Lei, and 39,873,700 shares of common stock beneficially owned by Atsushi Maki, Ms. Lei's spouse. Ms. Lei disclaims beneficial ownership of the shares held by Atsushi Maki.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The Company's executive offices are located at 445 Park Avenue Center 10th Floor New York, NY 10022, 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 which expires October 1, 2017. The Company shares the space with Amanasu Environment Corporation, a reporting company under the Securities Exchange Act of 1934. Amanasu Environment Corporation is responsible for 50% of the rent. The office in New York is rented at the rate of $119 each month. In addition, the Company maintains an office at Suite 905, 1-6-1 Senzoku Taito-Ku Tokyo Japan. (See "Part I - Item 2 Properties").
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table presents the aggregate fees for professional audit services and other services rendered by Michael F. Albanese, CPA, our independent registered public accountants in 2015 and 2014.
|
2015
|
2014
|
|||||||
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Audit Fees
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$ | 20,000 | $ | 25,500 | ||||
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Audit-Related Fees
|
- | - | ||||||
|
Total Audit and Audit-Related Fees
|
20,000 | 25,500 | ||||||
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Tax Fees
|
- | - | ||||||
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All Other Fees
|
- | - | ||||||
|
Total
|
$ | 20,000 | $ | 25,500 | ||||
Audit Fees. This category includes the audit of the Company’s consolidated financial statements, and reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q. It also includes advice on accounting matters that arose during, or as a result of, the audit or the review of interim financial statements, and services which are normally provided in connection with regulatory filings, or in an auditing engagement.
Audit Related Fees, tax and other fees No fees under these categories were paid to Michael F. Albanese, CPA in 2015 and 2014.
25
PART IV
ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES
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a.
|
Financial Statements and Schedules
|
|
|
The financial statements are set forth under Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
|
||
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b.
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Exhibit Listing
|
|
|
3(i)(a)
|
Articles of Incorporation of the Company. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
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|
|
3(i)(b)
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Certificate of Amendment to Articles of Incorporation. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
|
|
|
3(i)(c)
|
Certificate of Amendment to Articles of Incorporation. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
|
|
|
3(i)(d)
|
Certificate of Amendment to Articles of Incorporation. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
|
|
|
3(ii)(a)
|
Amended and Restated By - Laws of the Company. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
|
|
|
10(i)
|
License agreement between the Company and Yasunori Takahashi, Yoshiaki Takahashi and Y.T. Magnet Corporation, dated February 10, 2000. (Incorporated by reference to the Company's Form 10-SB/A file on June 21, 2002).
|
|
|
10(ii)
|
Agreement between Family Corporation and the Company dated March 10, 2000. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
|
|
|
Consultation Agreement between Lina Lei and the Company made on May 12, 2002. (Form 10KSB filed on March 31, 2003)
|
||
|
Consultation Agreement between Lina Lei and the Company made on May 12, 2002. (Form 10KSB/A filed on July 21, 2003)
|
||
|
Exhibit 31
|
Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002.
|
|
|
Exhibit 32
|
Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002.
|
|
|
14
|
||
|
101 INS
|
XBRL Instance Document*
|
|
|
101 SCH
|
XBRL Schema Document*
|
|
|
101 CAL
|
XBRL Calculation Linkbase Document*
|
|
|
101 LAB
|
XBRL Labels Linkbase Document*
|
|
|
101 PRE
|
XBRL Presentation Linkbase Document*
|
|
|
101 DEF
|
XBRL Definition Linkbase Document*
|
|
The XBRL related information in Exhibit 101 of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
26
In accordance with Section 13 or 15(d) 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.
|
Amanasu Techno Holdings Corporation
|
|||
|
By:
|
/s/ Atsushi Maki
|
||
|
Atsushi Maki
|
|||
|
Chairman & Chief Executive Officer
|
|||
|
Chief Financial Officer
|
|||
|
March 30, 2016
|
|||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
By:
|
/s/ Atsushi Maki
|
||
|
Atsushi Maki
|
|||
|
Director
|
|||
|
March 30, 2016
|
27