Washington, D.C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended June 30, 2009
[ ] 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:
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 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: 44,000,816 as of August 19, 2009.
| Reference | Section Name | Page |
|---|---|---|
| PART I | ||
| Item 1. | Financial Statements | 1 |
| Item 2. | Management's Discussion and Analysis of Financial Conditions and Results of Operations | 7 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 10 |
| Item 4. | Controls and Procedures | 10 |
| Item 4T. | Controls and Procedures | 11 |
| PART II | ||
| Item 1. | Legal Proceedings | 11 |
| Item 1A. | Risk Factors | 11 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 11 |
| Item 3. | Default Upon Senior Securities | 11 |
| Item 4. | Submission Of Matters To A Vote Of Security Holders | 11 |
| Item 5. | Other Information | 11 |
| Item 6. | Exhibits | 11 |
| Signatures | Signatures | 12 |
The Company's unaudited consolidated financial statements for the three month period ended June 30, 2009 are included with this Form 10-Q. The unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three month period ended June 30, 2009 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2009.
1
| June 30, 2009 (Unaudited) | December 31, 2008 (Audited) | |||
| Assets | ||||
| Current Assets | ||||
| Cash | $ | 1,918 | $ | 1,877 |
| Total Current Assets | 1,918 | 1,877 | ||
| Other Assets | ||||
| License agreement, net of accumulated amortization of $8,722 | 514,578 | - | ||
| Total Other Assets | 514,578 | - | ||
| Total Assets | $ | 516,496 | $ | 1,877 |
| Liabilities And Stockholders' Deficit | ||||
| Current Liabilities | ||||
| Accrued Expenses | $ | 19,703 | $ | 14,054 |
| Rent Payable | 3,750 | 3,750 | ||
| Advances From Shareholders | 141,944 | 138,700 | ||
| Other Advances | 99,900 | 99,000 | ||
| License Fee Payable | 366,310 | - | ||
| Other Current Liabilities | 224,403 | - | ||
| Total Current Liabilities | 856,010 | 256,404 | ||
| Stockholders' Deficit | ||||
| Common Stock: authorized 100,000,000 shares of $0.001 par value; 46,506,300 issued and outstanding | 48,506 | 46,606 | ||
| Additional Paid In Capital | 490,894 | 490,894 | ||
| Deficit accumulated during development stage | (878,921) | (791,927) | ||
| Other Comprehensive Income | 7 | - | ||
| Total Stockholders' Deficit | (339,514) | (254,527) | ||
| Total Liabilities and Stockholders' Deficit | $ | 516,496 | $ | 1,877 |
| These statements should be read in conjunction with the year-end financial statements. | ||||
2
| Six Month Periods Ended June 30, | December 1, 1997 (Date of Inception) | |||||
| 2009 | 2008 | To June 30, 2009 | ||||
| Revenue | $ | - | $ | - | $ | 91,912 |
| Expenses | (15,310) | (18,323) | (796,789) | |||
| Impairment Charge - write down of licensing agreement | - | - | (103,528) | |||
| Impairment Charge - write down of investment | (70,024) | - | (70,024) | |||
| Operating Loss | (85,334) | (18,323) | (878,429) | |||
| Other Income-interest | - | - | 3,454 | |||
| Interest expense | 1,660 | - | (3,946) | |||
| Loss cccumulated during developing stage | (86,994) | (18,323) | (878,921) | |||
| Other comprehensive income | 7 | - | 7 | |||
| Total comprehensive income | $ | 86,987 | $ | 18,323 | (878,914) | |
| Loss per share - Basic and Diluted | $ | - | $ | - | (878,914) | |
| Weighted average number of shares outstanding | 46,506,300 | 46,506,300 | ||||
| These statements should be read in conjunction with the year-end financial statements. | ||||||
3
| Three Month Periods Ended June 30, | December 1, 1997 (Date of Inception) | |||||
| 2009 | 2008 | To June 30, 2009 | ||||
| Revenue | $ | - | $ | - | $ | 91.912 |
| Expenses | (13,864) | (6,998) | ||||
| Impairment Charge - write down of licensing agreement | - | - | ||||
| Impairment Charge - write down of investment | (70,024) | - | ||||
| Operating Loss | (83,888) | (6,998) | (878,429) | |||
| Other Income-interest | - | - | 3,454 | |||
| Interest expense | (1,660) | - | (3,946) | |||
| Loss accumulated during developing stage | (85,548) | (6,998) | (878,921) | |||
| Other comprehensive income | 7 | - | 7 | |||
| Total comprehensive income | $ | (85,541) | $ | (6,998) | (878,914) | |
| Loss per share - Basic and Diluted | $ | - | $ | - | ||
| Weighted average number of shares outstanding | 46,506,300 | 46,506,300 | ||||
| These statements should be read in conjunction with the year-end financial statements. | ||||||
4
| Six Month Periods Ended June 30, | December 1, 1997 (Date of Inception) | |||||
| 2009 | 2008 | To June 30, 2009 | ||||
| CASH FLOWS FROM OPERATIONS | ||||||
| Net Loss | $ | (86,994) | $ | (18,323) | $ | (878,921) |
| Adjustments to reconcile net loss to net cash consumed by operating activities: | ||||||
| Charges not requiring an outlay of cash | ||||||
| Depreciation and amortization | 8,722 | - | 66,694 | |||
| Impairment of licensing agreement | - | - | 103,528 | |||
| Impairment of investment | 70,024 | - | 70,024 | |||
| Common stock issued for services | - | - | 21,300 | |||
| Changes in assets and liabilities | ||||||
| Increase in accrued expenses | 3,764 | 16,223 | 17,818 | |||
| Increase in rent payable | - | - | 3,750 | |||
| Increase in other current liabilities | 1,099 | - | 1,099 | |||
| Net Cash Consumed By Operating Activities | (3,385) | (2,100) | (594,708) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Purchase of automobile | - | - | (1,500) | |||
| Payments of amount due for licensing agreement | (156,990) | - | (316,990) | |||
| Cash acquired in acquisition | 182 | - | 182 | |||
| Net Cash Consumed By Investing Activities | (156,808) | - | (318,308) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Advance received | - | - | 99,900 | |||
| Issuances of common stock to investors | - | - | 446,100 | |||
| Shareholder deposits for common stock | - | - | 70,000 | |||
| Shareholder advances | 3,244 | - | 221,944 | |||
| Repayment of shareholder advances | - | - | (80,000) | |||
| Advances from affiliate | - | - | 200,000 | |||
| Repayment of advances from affiliate | - | - | (200,000) | |||
| Borrowing to finance acquisition of licensing agreement | 156,990 | - | 156,990 | |||
| Net Cash Provided By Financing Activities | 160,234 | - | 914,934 | |||
| Net Change In Cash | 41 | (2,100) | 1,918 | |||
| Cash balance, beginning of period | 1,877 | 5,575 | - | |||
| Cash balance, end of period | $ | 1,918 | $ | 3,475 | $ | 1,918 |
| These statements should be read in conjunction with the year-end financial statements. | ||||||
5
1. BASIS OF PRESENTATION
The unaudited interim consolidated financial statements of Amanasu Techno Holdings Corporation ("the Company") as of June 30, 2009 and 2008 and for the six month periods ended June 30, 2009 and 2008, have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of such periods. The results of operations for the six month period ended June 30, 2009 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2009.
Certain information and disclosures normally included in the notes to financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2008.
2. GOING CONCERN UNVERTAINTY
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 June 30, 2009, 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.
3. ACQUISITION
On April 27, 2009, the Company acquired 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 was 200,000 shares of Company common stock. The stock was valued at its current trading price. Water is a Japanese corporation which has been in the business of packaging and selling bottled water in the Far East. Shortly after this acquisition, the fair market value of Water was appraised and impairment was found. An impairment charge of $70,024 resulted.
Simultaneously with the acquisition of Water, its name was changed to Amanasu Support Corporation.
4. ACQUISITION OF LICENSING RIGHTS
On April 27, 2009, the Company acquired licensing rights to a process entitled "Heartlet", an automatic personal waste disposal unit. Consideration for this acquisition was $523,300 and options to buy 1,000,000 shares of Company common stock (see Note 5). Of the total purchase price, $156,990 was paid at closing, and the $366,310 balance was due June 30, 2009. The $156,990 was financed by a non interest bearing demand loan. The $366,310 was not paid on the scheduled due date and management is attempting to negotiate a change in this arrangement. In addition to the license purchase price, the agreement requires royalty payments based on manufacturing cost, as follows: 3% in the first year and 1% thereafter. The licensor is in the process of applying for a patent for the licensed process.
5. SUBSEQUENT EVENTS
On May 11, 2009, the Company issued options to purchase 1,000,000 shares of Company common stock as compensation for services connected with the acquisition of licensing rights (see Note 4). These options can be exercised any time up to May 10, 2019 at a price of $.05. These options were found to have no value, as calculated using a Black Shoules valuation model.
6
This Form 10Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, and other risks identified in a companies' annual report on Form 10-KSB and other filings made by such company with the United States Securities and Exchange Commission. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements.
The following discussion should be read in conjunction with the Company's Financial Statements, including the Notes thereto, appearing elsewhere in this Quarterly Report and in the Annual Report for the year ended December 31, 2008.
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 (the name of the company at the time), 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.
As of April 27, 2009, the Company acquired Amanasu Water Corporation from its brother company Amanasu Environment Corporation. Amanasu Water Corporation was then renamed to Amanasu Support Corporation. Amanasu Support Corporation plans to sell and manufacture the "Heartlet" automatic human waste disposal unit. Amanasu Support is in the final negotiations for global manufacturing and sales rights.
7
The Company's principal product will be a lightweight motor scooter that features the Company's proprietary electric motor. The one passenger scooter also will feature a stepless transmission, an electromotive brake, and is expected to weigh 107 kg. The Company will use an otherwise standard leaded battery. Due to the unique features of the licensed technologies, the scooter is expected to deliver improved operational efficiencies over competitive products. On December 26, 2001, Sanwa Electronics Co., Inc. performed two independent tests on one of the Company's scooters. The test results indicated that the motor scooter can travel 65 to 85 km on a full battery charge, at an average running speed of 30 km/hour. The battery charge time to travel these distances approximated 2 hours. Sanwa Electronics conducted the tests on a relatively flat road grade with limited traffic density. These results contrast with Honda's electric scooter (Year 2001-Model #A-AF36). According to product literature published by Honda, the scooter travels approximately 60 km at 30 km/hour, and a full recharge requires approximately 8 hours. Conditions, such as road grade and travel density, regarding its scooter were not contained in the Honda information.
Gas powered scooters while generally an inexpensive mode of transportation, typically are powered by two-stroke engines fueled by an oil and gasoline mixture. These engines are small with compressed power, and therefore ideally suited for scooter use. However, clouds of oily smoke trailing out of the engine, which evidences its major disadvantages, commonly identify two-stroke engines. Two-stroke engines use fuel inefficiently and, more importantly, have high pollution emissions. They generate pollution from two sources; the combustion of oil in the fuel, and the leaking of fuel through the exhaust port during engine use. In promoting its product to its targeted markets, the Company will seek to capitalize on its strong operational efficiencies of the technology compared with other electric scooters, while championing its product's environmental advantages to gas powered versions.
The Company first intentions was to participate in the emerging electric vehicle market by using its licensed technologies to design, manufacture, and market lightweight, electric motor scooters. The Company planned to provide its own battery charging technology to Evader Motorcycle, Inc. to develop an improved electric scooter aiming at the Japan and Southeast Asian markets; however, with recently marketing research, the Evader product was not able to meet the Company's pricing standards. The Company's electric scooter project will be on hold until more customer-service related resources can be attained.
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"), planned 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. Amanasu Water Corporation was renamed to Amanasu Support Corporation.
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.Amanasu Support Corporation entered into an agreement during the fiscal quarter ending June 30, 2009, and has obtained a global sales and manufacturing license for the Biomonitec Glaze, and being marketing of the Biomonitec Glaze within the Japanese market.
The second technology is a automated human waste collection and cleaning system "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. Amanasu Support Corporation entered into an agreement with BeMax Corporation of Japan for an exclusive license to the "Heartlet". The Company will be assisting Amanasu Support Corporation sales and manufacturing of the Heartlet in North America, while Amanasu Support will be concentrating its efforts on the Japanese market.
The Company will also be putting effort towards capital raising 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.
8
The Company did not generate any revenues for the three months ended June 30, 2009 or for the same period in 2008 and interest earned on bank deposits in 2008 period was nil. No inerest earned on bank deposits for 2009.
Impairment Charge - write down of investment increased by $70,024 for the three months period ended June 30, 2009 compared to the same period in 2008, due to the acquisition of Amanasu Water Corporation (renamed to Amanasu Support Corporation) from Amanasu Environment Corporation, which had a negative book value.
Total Assets for the three months period ended June 30, 2009 was $516,496, compared to 1,877 for the same period of 2008. The increase is due to a license agreement made by Amanasu Support Corporation with BeMax Corporation of Japan for the "Heartlet" automatic human waste disposal system on April 27, 2009.
Total expenses for the three months period ended June 30, 2009 was $13,864 compared to $6,998 for the same period of 2008. The increase is due primarily to irregularity in professional fee invoicing.
Other than the provision of alternating business planning costs discussed above under Plan of operation, the Company estimates that its operating overhead, which includes general and administrative charges, will be approximately $1,120,000 for the next 12 months. This amount is comprised of the following estimated costs; $375,000 in annual salaries for office personnel and consultants, $375,000 for rent, $150,000 for professional fees and $220,000 for miscellaneous expenses. The Company believes that the amount of liquidity and capital resources will be sufficient for the operation of the Company for the next 12 months. The Company has sufficient cash on hand to support its overhead for the next 12 months but no material commitments for capital at this time other than as described above. The Company and/or Amanasu Holdings will need to issue and sell shares to gain capital for operations.
The Company has no off-balance sheet arrangements.
Not Applicable.
The Company carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined by Rule 13a-15(e) under the Securities Exchange Act of 1934) under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer as of a date within 90 days of the filings date of Form 10Q. Based on and as of the date of such evaluation, the aforementioned officers have concluded that the Company's disclosure controls and procedures have functioned effectively so as to provide information necessary whether:
(i) this quarterly report on Form 10 Q contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report on Form 10 Q, and (ii) the financial statements, and other financial information included in this quarterly report on Form 10 Q, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report on Form 10 Q.
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, Chief Financial Officer's and Chief Accounting Officer's evaluation that could significantly affect these internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses.
9
None.
None.
None.
None.
None.
None.
10
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused his report to be signed on its behalf by the undersigned thereunto duly authorized.
Amanasu Techno Holdings Corporation
Date: August 19, 2009
11