Washington, D.C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ________________
Commission File Number: 001-31261
AMANASU TECHNO HOLDINGS CORPRATION
(Exact name of registrant as specified in its charter)
| Nevada | 98-0351508 | |
| (State of other jurisdiction of incorporation or organization) | (I.R.S. Eployer Identification No.) |
115 East 57th Street, 11th Floor New York, NY 10022
(Address of principal executive offices)
646-274-1274
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
|---|---|---|
| COMMON STOCK | OTC-BB |
Securities registered pursuant to section 12(g) of the Act:
(Title of class)
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Yes | No | X |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| Yes | No | X |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any aadmendment to this Form 10-K.
| Yes | 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 copany" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | |||
| Non-accelerated filer | (Do not check if a smaller reporting company) | Smaller reporting company | X |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | No | X |
Indicate by check mark whether the registrant has filed all docments and reports required to be filed by sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
| Yes | No |
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practiable date: 46,506,300 as of March 31, 2009.
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 the Company believes the expectations reflected in such forward looking statements are reasonable, there can be no assurances that such expectations will prove to be correct. Additional statements concerning important factors that could cause actual results to differ materially from the Company's expectations ("Item 1A. Risk Factors") are disclosed below in the Item 1A. Risk Factors section a nd elsewhere in this Form 10-K. All written and oral forward looking statements attributable to the Company or persons acting on behalf of the Company subsequent to the date of this Form 10-K are expressly qualified in their entirety by the Cautionary Statements.
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 and generated any revenues since its inception.
The Company's principal offices are located at 115 East 57th 11th Floor Street New York, NY 10022, and its telephone number is (212) 939-7278. The Company also maintains an office at 1-3-38, Roppongi, Minato-ku, Tokyo, 106-0032, Japan.
As of the the fiscal year ending December 31, 2008, Amanasu Techno Holdings Corporation (herein after the "Company"),
plans to acquire Amanasu Water Corporation from its brother company Amanasu Environment Corporation.
The Company will assist Amanasu Water Corporation under a new name to manufacture and market 2 technologies of
which the Company believes has 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 in the initial stages of negotiations for
a distribution contract, and expects results by the end of the first quarter in 2009 (ending March 31, 2009); however, the Company
cannot guarantee if the results of the negotiations will be favorable for the Company.
The second technology is a automated human waste collection and cleaning machine "Heartlet", developed by Nanomax Corporation in Japan.
The Heartlet is a machine used in retirement homes, hospitals, and even in private residences. The Heartlet allows the patient maximum
comfort. The Heartlet lowers the burden on the caretaker with an automated cleaning system.
This machine is the only machine in its class to have a 90% govenment rebate, which the company believes makes the technology,
extremely competative even in the current global economic crisis. The company is currently in the initial stages of negotiations for
a distribution contract and/or Marketing and Manufacturing RIghts, and expects results by the end of the second quarter 2009
(ending June 30, 2009);
however, the Company cannot guarantee if the results of the negotiations will be favorable for the Company.
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 Amanasu Technologies Corporation, and the Company succeeded to the exclusive, worldwide rights. Atsushi Maki, a director 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.
1
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 conducted their manufacturing in China to reduce cost, and hoped it would meet the Company's expectations; however, significant difficulty with protecting the Company's proprietary technology unwillingly emerged. In addition to proprietary issues, there were major concerns in secure 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 Motersports, 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 has decided to discontinue business relations with Evader, and put its electric scooter project on hold until the Company is able to attain more resources.
In place of the electric scooter, other projects including a cooperative 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 by early 2007. 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 1000 times more sensitive than even a dogs 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's sensor is able to detect these scent profiles and display the digitized scent data. Amanasu Technology and Seems, are finalizing a Sales and Manufacturing agreement for all Seems products in the United States in early 2007.
With uncertainty in the amount of time taken to obtain approval from the FDA for various technologies by Seems Inc, the Company has 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.
Mr. Yoshino's has extensive experience in restaurant chain management, developing Baltic Systems from the ground up to a successful multi-million dollar corporation nearing its public debut. Mr. Yoshino has also been in charge of Wayochu Gasshukoku Corporation, a restaurant chain management company in Japan managing 19 different food chains nationally. Mr. Yoshino will be taking his expertise in the food chain industry and bring the Company into the same industry utilising its global business networks. Mr. Yoshino will be concentrating on expansion to China, with various different chains including the following: Japanese Tapas restaurants, and Japanese curry restaurant chains.
The chairman Mr. Maki and President Mr. Yoshino goal for the next 2 years is to enter into the NASDAQ global market.
Employees.
As of December 31, 2008, the Company has no full time employees.
2
Developmental Stage Company. The Company was incorporated on February 22, 1999, and is a development stage company. Presently, it has acquired certain technologies relating to an electrical motor scooter, however, the Company scooter is not available for commercial sale. 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. Seems Inc's technologies require FDA approval, and 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. The Company can not 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 affect 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 partnership with Seems Inc, and introduction of their product line 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 Seems Inc's products, which for the majority are considered medical devices in the United States. The principle statements that will be used to market Seems Inc's technologies such as, "Hypo-allergenic", and "Anti-bacterial" will require FDA approval. Since, the Company has no previous Pre-market approval applications with the FDA, the initial application and process fee is waived. The only factor in concern is the time required to approve the use of the statements previously mentioned. Sales operations will commence; however, the previously mentioned statements will be omitted until FDA approval is obtained.
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 can not 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 can not 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. Hideyuki Shiraishi, the Company's President. 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. As of March 15, 2005, the existing officers and directors, and affiliates will control approximately 87% of the shareholder votes. 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.
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 officer 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.
3
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.
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.
None.
The Company's executive offices are located at 115 East 57th Street 11th Floor New York, NY 10022 USA and a branch office in Vancouver, British Columbia. The total premises are 2,000 square feet and are subleased from Amanasu Environment Corporation, a reporting company under the Securities Exchange Act of 1934, and a company controlled by the Company's majority shareholder. The lease is on a month to month basis at a rate of $1250. In addition, the Company maintains an office at 1-3-38, Roppongi, Minato-ku, Tokyo, 106-0032, Japan. The premises are 1,000 square feet and are leased on an agreement which expires December 31, 2007 at $1,700 (200,000 Yen) per month. An apartment at 1-3-40 Roppongi, Minato-ku, Tokyo was leased at $10,000 (1,250,000 yen) per month under a lease agreement which expired December 31, 2006. Amanasu Environment Corporation occupies the same premises and co-pays the rental amount. The Company believes additional lease space at this location will be available to support its future growth.
4
None.
None.
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. As of March 31, 2008 there were 51 registered holders of record of our common stock.
The following table sets forth the high and low 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.
| Quarter Ended | Mar. 31 | Jun. 30 | Sep. 30 | Dec. 31 | Year | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal Year 2008 | ||||||||||
| Common stock price per share: | ||||||||||
| High | $ | 0.14 | $ | 0.04 | $ | 0.03 | $ | 0.02 | $ | 0.14 |
| Low | $ | 0.04 | $ | 0.02 | $ | 0.01 | $ | 0.02 | $ | 0.01 |
| Fiscal Year 2007 | ||||||||||
| Common stock price per share | ||||||||||
| High | $ | 0.14 | $ | 0.05 | $ | 0.04 | $ | 0.64 | $ | 0.64 |
| Low | $ | 0.06 | $ | 0.05 | $ | 0.03 | $ | 0.12 | $ | 0.03 |
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.)
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.
5
| Equity Compensation Plan Information | |||
|---|---|---|---|
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted-average exercise price of outstanding options, warrants and rights (b) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| Equity compensation plans approved by security holders (1) | -0- | -0- | -0- |
| Equity compensation plans not approved by security holders (2) | -0- | -0- | -0- |
| Total | -0- | -0- | -0- |
None
N/A
The following discussion should be read in conjunction with the Company's Financial Statements, including the Notes thereto, appearing elsewhere in this Annual Report.
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.
The Company is a development stage corporation. It has not commenced its planned operations of manufacturing and marketing a lightweight electrical motor scooter. Its operations to date have been limited to conducting various tests on its technologies.
As of the the fiscal year ending December 31, 2008, Amanasu Techno Holdings Corporation (herein after the "Company"),
plans to acquire Amanasu Water Corporation from its brother company Amanasu Environment Corporation.
The Company will assist Amanasu Water Corporation under a new name to manufacture and market 2 technologies of
which the Company believes has 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 in the initial stages of negotiations for
a distribution contract, and expects results by the end of the first quarter in 2009 (ending March 31, 2009); however, the Company
cannot guarantee if the results of the negotiations will be favorable for the Company.
6
The second technology is a automated human waste collection and cleaning machine "Heartlet", developed by Nanomax Corporation in Japan. The Heartlet is a machine used in retirement homes, hospitals, and even in private residences. The Heartlet allows the patient maximum comfort. The Heartlet lowers the burden on the caretaker with an automated cleaning system. This machine is the only machine in its class to have a 90% govenment rebate, which the company believes makes the technology, extremely competative even in the current global economic crisis. The company is currently in the initial stages of negotiations for a distribution contract and/or Marketing and Manufacturing RIghts, and expects results by the end of the second quarter 2009 (ending June 30, 2009); however, the Company cannot guarantee if the results of the negotiations will be favorable for the Company.
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 in the next two years is to raise $30,000,000.
Other than the provision of alternating business planning costs discussed above, the Company's cash requirements for the next 12 months are estimated to be $165,000. This amount is comprised of the following estimate expenditures; $100,000 in annual salaries for office personnel, office expenses and travel, $30,000 for rent, $20,000 for professional fees, and $15,000 for miscellaneous expenses.
As stated above, the Company can not 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 $300,000, it may not be able to complete its plan of operations as discussed above.
The company is expecting to gain the capital from issuing and selling the shares of the Company.
In October 2001, the Company received $46,000 from four investors and $400,000 resulting from the exercise of stock options for 20,000,000 shares of common stock by the Company's principal shareholder. During the 2003 period, the Company raised $99,900 and should be considered a liability. The Company intends to raise additional funds in the near future through private placements of its common stock. The proceeds from such private placements will be allocated for administrative salaries, office expenses and travel, product development and testing, and parts inventory, as discussed below.
During the fiscal 2008 and 2007, the Company spent $-0- and $-0- respectively on research and development.
Total assets as of December 31, 2008 were $1,877, representing a decrease of $5,535 from total assets of $7,412 as of December 31, 2007. The decrease in cash, which was used for professional services, was the primary factor in the decrease during fiscal 2008.
Total Current Liabilities increased to $14,054 in 2008 as compared to $5,926 in 2007. The increase is primarily to do increased Accrued Expenses.
The Company has no off-balance sheet arrangements.
N/A
7
Board of Directors
Amanasu Techno Holdings Corporation
We have audited the accompanying consolidated balance sheets of Amanasu Techno Holdings Corporation (a development stage company) as of December 31, 2008 and 2007, and the related consolidated statements of operations and deficit accumulated during development stage, consolidated changes in stockholders' equity, and consolidated cash flows for the years ended December 31, 2008 and 2007. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted the audit 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 under 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial positions of Amanasu Techno Holdings Corporation as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the years ended December 31, 2008 and 2007 in conformity with U. S. generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, at December 31, 2008, the Company had a working capital deficiency of $254,527 as well as an accumulated deficit of $791,927. These factors, among other things discussed in Note 2 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.
/s/ Robert G. Jeffrey
ROBERT G. JEFFREY
March 17, 2009
Wayne, New Jersey
8
| December 31, 2008 | December 31, 2007 | |||
|---|---|---|---|---|
| Assets | ||||
| Current Assets | ||||
| Cash | $ | 1,877 | $ | 5,575 |
| Employee Advance | - | 1,837 | ||
| Total Current Assets | 1,877 | 7,412 | ||
| Fixed Assets | ||||
| Automobile | - | 1,500 | ||
| Less, Accumulated Depreciation | - | 1,500 | ||
| Net Fixed Assets | - | - | ||
| Total Assets | $ | 1,877 | $ | 7,412 |
| Liabilities & Stockholders' Deficit | ||||
| Current Liabilities | ||||
| Accrued Expenses | $ | 14,054 | $ | 5,926 |
| Rent Payable | 3,750 | 3,750 | ||
| Advances From Shareholders | 138,700 | 138,400 | ||
| Other Advance | 99,900 | 99,900 | ||
| Total Current Liabilities | 256,404 | 247,976 | ||
| Stockholders' Deficit | ||||
| Common Stock: authorized 100,000,000 shares of $.001 par value; 46,506,300 issued and outstanding | 46,506 | 46,506 | ||
| Additional Paid In Capital | 490,894 | 490,894 | ||
| Deficit accumulated during development stage | (791,927) | (777,964) | ||
| Total Stockholders' Deficit | (254,527) | (240,564) | ||
| Total Liabilities and Stockholders' Deficit | 1,877 | 7,412 | ||
| The accompanying notes are an integral part of these financial statements. | ||||
9
| Year 2008 | Year 2007 | December 1, 1997 (Date of Inception) to December 31, 2008 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | - | $ | - | $ | 91,912 | |||
| Expenses | 12,699 | 14,979 | 781,479 | ||||||
| Impairment Charge - write down of licensing agreement | - | - | 103,528 | ||||||
| Operating Loss | (12,699) | (14,979) | (793,095) | ||||||
| Other Income | - | - | 3,454 | ||||||
| Interest Expense | (1,264) | (1,022) | (2,286) | ||||||
| Loss accumulated during development stage | $ | (13,963) | $ | (16,001) | $ | (791,927) | |||
| Loss per share - Basic and Diluted | $ | - | $ | - | |||||
| Average number of shares outstanding | 46,506,300 | 46,506,300 | |||||||
| The accompanying notes are an integral part of these financial statements. | |||||||||
10
| Common Stock | Additional Paid In Capital | Deficit Accumulated During Development Stage | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | ||||||||
| Balance December 1, 1997, at inception of development stage | 3,000,000 | $ | 3,000 | $ | (1,600) | $ | (1,300) | $ | 100 |
| Shares issued March 10, 2000, as partial consideration for licensing agreement | 17,000,000 | 17,000 | (17,000) | ||||||
| Shares issued during 2001, as fees connected with acquisition of licensing agreement | 6,350,000 | 6,350 | (6,350) | ||||||
| Shares issued during 2001, on exercise of option | 20,000,000 | 20,000 | 380,000 | 400,000 | |||||
| Shares issued during 2001, to investors | 36,400 | 36 | 45,964 | 46,000 | |||||
| Net loss of 2001 | (39,459) | (39,459) | |||||||
| Shares issued during 2002, for services | 50,000 | 50 | 4,950 | 5,000 | |||||
| Net loss of 2002 | (190,138) | (190,138) | |||||||
| Shares issued during 2003, for services | 150,000 | 150 | 14,850 | 15,000 | |||||
| Shares issued during 2003, on exercise of options | 70,000 | 70 | 69,930 | 70,000 | |||||
| Shares canceled during 2003 | (150,100) | (150) | 150 | - | |||||
| Net loss 2003 | (278,798) | (278,798) | |||||||
| Net loss 2004 | (21,704) | (21,704) | |||||||
| Net loss 2005 | (87,059) | (87,059) | |||||||
| Net loss 2006 | (143,505) | (143,505) | |||||||
| Balance, December 31, 2006 | 46,506,300 | 46,506 | 490,894 | (791,963) | (224,563) | ||||
| Net loss 2007 | (16,001) | (16,001) | |||||||
| Balance, December 31, 2007 | 46,506,300 | 46,506 | 490,894 | (777,964) | (240,564) | ||||
| Net loss 2008 | (13,963) | (13,963) | |||||||
| Balance, December 31, 2008 | 46,506,300 | 46,506 | 490,894 | (791,927) | (254,527) | ||||
| The accompanying notes are an integral part of these financial statements. | |||||||||
11
| Year 2008 | Year 2007 | December 1, 1997 (Date of Inception) To December 31,2008 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| CASH FLOWS FROM OPERATIONS: | |||||||||
| Net loss | $ | (13,963) | $ | (16,001) | $ | (791,927) | |||
| Adjustments required to reconcile net loss to cash consumed by operation activities: Charges not requiring outlay of cash: |
|||||||||
| Depreciation and Amortization | - | 144 | 57,972 | ||||||
| Impairment of Licensing Agreement | - | - | 103,528 | ||||||
| Common stock issued for services | - | - | 21,300 | ||||||
| Changes in assets and liabilties | |||||||||
| Increased in accrued expenses | 8,128 | 3,512 | 14,054 | ||||||
| Increase in rent payable | - | - | 3,750 | ||||||
| Decrease (increase) in advance to employee | 1,837 | (1,837) | - | ||||||
| Net Cash Consumed By Operating Activities | (3,998) | (14,182) | (591,323) | ||||||
| CASHFLOWS FROM INVESTING ACTIVITIES | |||||||||
| Purchase of automobile | - | - | (1,500) | ||||||
| Payments of amount due for licensing agreement | - | - | (160,000) | ||||||
| Net Cash Consumed By Investing Activities | - | - | (161,500) | ||||||
| CASHFLOWS FROM FINANCING ACTIVITIES | |||||||||
| Advance received | - | - | 99,900 | ||||||
| Issuances of common stock to investors | - | - | 446,100 | ||||||
| Shareholder deposits for common stock | - | - | 70,000 | ||||||
| Shareholder advances | 300 | 18,400 | 218,700 | ||||||
| Repayment of Shareholder advances | - | - | (80,000) | ||||||
| Advances From Affiliates | - | - | 200,000 | ||||||
| Repayment of advances from affilates | - | - | (200,000) | ||||||
| Net Cash Provided By Financing Activities | 300 | 18,400 | 754,700 | ||||||
| Net Change In Cash | (3,698) | 4,218 | 1,877 | ||||||
| Cash balance, beginning of period | 5,575 | 1,357 | - | ||||||
| Cash balance, end of period | 1,877 | 5,575 | 1,877 | ||||||
| The accompanying notes are an integral part of these financial statements. | |||||||||
12
The Company was formed December 1, 1997, as Avani Manufacturing (China), Inc. The name was changed to Genesis Water Technologies, Inc. on August 17, 1999, to Supreme Group International, Inc. on December 24, 2000, and to Amanasu Technologies Corporation on May 30, 2001. The present name was adopted October 16, 2007.
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, 2008, has had no transactions.
The Company 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.
The Company is a development stage company, as defined in Financial Accounting Standards (FAS) Statement No. 7. Generally accepted accounting principles that apply to established operating enterprises govern the recognition of revenue by a development stage enterprise and the accounting for costs and expenses. From inception to December 31, 2008, the Company has been in the development stage and, until 2007, all its efforts had been devoted to obtaining worldwide licensing rights to technology, which is described above, and planning for marketing its products. Beginning in 2007 the Company has pursued other opportunities.
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Japan. All significant intercompany balances and transactions have been eliminated in consolidation.
For purposes of the statements of cash flows, the Company considers all short term debt securities purchased with a maturity of three months or less to be cash equivalents.
Fixed assets are recorded at cost. Depreciation is computed using accelerated methods, with lives of seven years for furniture and equipment and five years for computers and automobiles.
Intangible assets are recorded at cost. Amortization is provided by straight line methods, using lives which are based on the lives of the underlying assets.
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.
13
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimated.
The Company will expense advertising costs when an advertisement occurs. There has been no spending thus far on advertising.
Management will treat the operations of the Company as one segment.
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, 2008, 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 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 the continuing effort to investigate business acquisitions and joint ventures.
During the year 2006, the principal Company shareholder advanced $110,000 and a company controlled by the principal shareholder advanced $10,000. In 2007, the secretary of the Company made advances which totaled $18,400, and in 2008 she advanced an additional $300. The $110,000 advance does not require interest; the other advances bear interest at 4.45%. All of these advances are due on demand.
The Company had a contractual arrangement for administrative services with Lina Lei of the corporation. This arrangement was terminated during 2006.
During the year 2006, the Company received a $99,900 subscription for its common stock. Before the stock was issued, the subscriber cancelled the transaction, but has not demanded a refund.
Expenses consist primarily of professional fees ($10,188), transfer agent fees ($2,100), and filing fees ($410).
14
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 $789,999 at December 31, 2008. 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 2021 through 2028.
Under Statement of Financial Accounting Standards No. 109, 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. These deferred tax assets increased during 2008 by $4,094, the result of adding the potential benefit of 2008 losses.
| Deferred Tax Assets | $ | 118,500 |
| Valuation Allowance | 118,500 | |
| Balance Recognized | $ | - |
There are no transactions other than the NOL'S, mentioned above, which would create deferred tax assets or liabilities.
The Company shares office space in Vancouver, New York and Tokyo with Amanasu Environment Corporation. This arrangement is on a month to month basis. There was no rent expense incurred in 2008 or 2007.
There was no cash paid for interest or income taxes during either of the periods presented. There were no non-cash investing or financing activities during either 2008 or 2007.
The Company does not anticipate the adoption of recently issued accounting pronouncements to have a significant effect on the Company's results of operations, financial position or cash flows.
On February 10, 2006, a law suit was commenced in which the Company, an affiliated company, and an officer of the Company, were named as defendants. The lawsuit was settled in May 2007. Under the terms of the settlement, the Company, its affiliate, and the officer were obligated to pay $260,000 in monthly installments of $10,000 each. Thusfar, payments totaling $220,000 have been made against this obligation. Management does not expect further payment to be required. The Company has not made any of these payments, and management does not expect that any payments will be required from the Company.
In February 2009, the Company entered into a contract to acquire 100% of the capital stock of Amanasu Water Corporation (Water) from a company which is controlled by the principal Company shareholder, who is also Chairman of the Board of Directors of the Company. Consideration for this acquisition is to be 200,000 shares of Company common stock. Water is a Japanese corporation which has been in the business of packaging and selling bottled water in the Far East. The Company expects a closing of this transaction during April 2009.
15
None.
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15 under the Exchange Act, as amended. As of December 31, 2008, under the supervision and with the participation of management, including the Company's Chief Executive Officer and Chief Financial Officer, an evaluation was conducted of the effectiveness of the Company's internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, management of the Company, including the chief executive officer and the chief financial officer, concluded that the Company's internal control over financial reporting was effective as of December 31, 2008.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal controls over financial reporting. Management's Report was not subject to attestation by the Company's public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only Management's Report in this Annual Report.
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.
None.
None.
On of October 16, 2007 Hideyuki Shiraishi resigned as the President, Director, Secretary, and Treasurer of the Registrant. The resignation of Mr. Hiroyuki Shiraishi is owing to personal reasons and is not a result of any disagreements with the Registrant on any matter relating to the Registrant's operations, policies or practices.
Yoshinori Yoshino will assume the vacant positions of President, and be appointed a Director of the Company effective October 16, 2007.
16
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 | 60 | Chairman, Director |
| Lina Lei | 47 | Secretary, Treasurer |
| Yukinori Yoshino | 44 | President, and Chief Financial Officer |
Atsushi Maki has been the a 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.
Lina Lei has been the Secretary of the Company since 2001. Ms. Lei was appointed a director in November 1999 and resigned from the board on August 21, 2002. From May 1990 to November 1999, Ms. Lei was employed by Thunder Company Ltd, Tokyo, Japan, in various capacities including as its managing director. Ms. Lei completed her university studies in Shanghai, China in 1982, and obtained a master's degree from Hitotsubashi University in Tokyo in 1990. During the past seven years, Ms. Lei's work involvement has been limited to activities of the Company and that of Amanasu Techno Holdings Corporation.
Yukinori Yoshino has been President, and Chief Financial Officer since October 16, 2007 after the resignation of Hiroyuki Shiraishi, the previous Chairman, President, and Chief Financial Officer of the Company. Mr. Yoshino has 17 years of experience in the food serivce industry in management, and franchising. Mr. Yoshino is the founder of Balic Systems in Japan, a Japanese Curry Rice chain with 50 locations throughout Japan through franchising and direct management. In 2005 Mr. Yoshino founded Wayouchuu Gasshukoku Corporation in Tokyo, a holdings company for restaurant chains. Wayouchuu manages Curry, Ramen, Gyudon, Kaisen Don, Standing Bars, Izakayas, Italian, and Chinese restaurant chains as well as Cafe chains.
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.
17
The following table will identify, as of March 31, 2009, 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 46,506,300 shares of common stock of the Company which are issued and outstanding as of March 31, 2009. The address for each individual below is 115 East 57th Street New York, NY 10022 the address of the Company.
| Title of Security | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership (1) | Percent of Class |
|---|---|---|---|
| Common Stock |
Amanasu Corporation(2) #902 Ark Towers, 1-3-40, Roppongi, Minatoku, Tokyo, Japan |
35,000,000 | 75.3% |
| Common Stock | Atsushi Maki(3) | 40,373,700 | 86.8% |
| Common Stock | Lina Lei(4) | 40,373,700 | 86.8% |
| Common Stock | Officers and Directors, as a group (3 persons) | 40,373,700 | 86.8% |
We enter into indemnification agreements with each of the members of our Board of Directors at the time they join the Board to indemnify them to the extent permitted by law against any and all liabilities, costs, expenses, amounts paid in settlement and damages incurred by the directors as a result of any lawsuit, or any judicial, administrative or investigative proceeding in which the directors are sued or charged as a result of their service as members of our Board of Directors.
Effective February 10, 2000, Amanasu Corporation, formerly Family Corporation, the Company's largest shareholder, obtained the exclusive, worldwide rights to the technologies pursuant to a licensing agreement with its inventors.Thereafter, on March 10, 2000, Amanasu Corporation licensed to the Company the exclusive, worldwide rights to the technologies, subject to the terms of the underlying license agreement.
18
As of September 6th, 2001, the Company made the payment of $160,000 (20,000,000 Yen) for the exclusive, worldwide rights to the inventors. The sum of $160,000 was lent temporarily by Mr. Atsushi Maki as an individual. Mr.Maki is a director and a majority shareholder of the Company and the sole shareholder of Amanasu Corporation. As of March 21st, 2002, the Company reimbursed $100,000 to Mr. Maki through.
When the Company was established, the common stock of 17,000,000 shares were issued to Amanasu Corporation, and the Company also issued an option to Amanasu Corporation to acquire 20,000,000 shares of the common stock at $0.02 per share, which was exercised by Amanasu Corporation in October 2001. This acquisition of the common stock of the Company by Amanasu Corporation has no relation to the event of the transfer of the right to the license agreement for the high efficiency electrical motor and a high-powered magnet made between Amanasu Corporation and the Company.
An additional 6,350,000 shares of its common stock, valued at $6,350, were issued to third parties. These shares consisted of: 2,700,000 shares to Mr. Atsushi Maki, 3,000,000 shares to three persons to perform marketing services for the Company, and 650,000 shares to three technical consultants of a company owned by the principal inventor.
During 2006, Lina Lei, an officer of the Company, received $10,500 in exchange for performing consulting services for the Company.
The Company shares office space in Vancouver, New York and Tokyo offices with Amanasu Environment Corporation, a reporting company under the Securities Exchange Act of 1934, and a company controlled by Atsushi Maki, a director of the he Company (See "Part I - Item 2 Properties").
19
Pursuant to the requirements of 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
Date: April 13, 2009
/s/ Yukinori Yoshino
Yukinori Yoshino
Chief Executive Officer
Chief Financial Officer
Chief Accounting Officer
20