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 September 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 November 23, 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 September 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 September 30, 2009 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2009.
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| September 30, 2009 (Unaudited) | December 31, 2008 (Audited) | |||
| Assets | ||||
| Current Assets | ||||
| Cash | $ | 53,324 | $ | 2,173 |
| Total Current Assets | 53,324 | 2,173 | ||
| Other Assets | ||||
| License agreement | 166,707 | - | ||
| Prepaid expense | 11,114 | |||
| Total Other Assets | 117,821 | - | ||
| Total Assets | $ | 213,145 | $ | 2,173 |
| Liabilities And Stockholders' Deficit | ||||
| Current Liabilities | ||||
| Accrued Expenses | $ | 3,066 | $ | 16,156 |
| Rent Payable | 3,750 | 3,750 | ||
| Advances From Shareholders | 138,700 | 138,700 | ||
| Other Advances | 99,900 | 99,000 | ||
| Other Current Liabilities | 225,090 | - | ||
| Non controlling interest | 439 | 70,103 | ||
| Total Current Liabilities | 470,945 | 328,609 | ||
| Stockholders' Deficit | ||||
| Common Stock: authorized 100,000,000 shares of $0.001 par value; 46,506,300 issued and outstanding | 48,506 | 46,506 | ||
| Additional Paid In Capital | 837,701 | 746,502 | ||
| Deficit accumulated during development stage | (1,130,431) | (1,112,875) | ||
| Other Comprehensive Income | 4,424 | (6,569) | ||
| Total Stockholders' Deficit | (239,800) | (326,436) | ||
| Total Liabilities and Stockholders' Deficit | $ | 231,145 | $ | 2,173 |
| These statements should be read in conjunction with the year-end financial statements. | ||||
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| Nine Month Periods Ended September 30, | December 1, 1997 (Date of Inception) | |||||
| 2009 | 2008 | To September 30, 2009 | ||||
| Revenue | $ | - | $ | - | $ | 124,474 |
| Cost of goods sold | - | - | (23,980) | |||
| Gross Profit | - | - | 100,494 | |||
| Expenses | (15,576) | (18.742) | (1,128,022) | |||
| Impairment charge - write down of licensing agreement | - | - | (103,528) | |||
| Operating Loss | (15,576) | (18,742) | (1,131,056) | |||
| Interest income | - | 1 | 3,530 | |||
| Other income | - | - | 96 | |||
| Interest expense | 1,979 | - | (3,001) | |||
| Loss accumulated during developing stage | (17,555) | (18,741) | (1,130,431) | |||
| Other comprehensive income | $ | 10,993 | $ | 1,875 | 4,424 | |
| Total comprehensive loss | $ | (6,562) | $ | (16,866) | (1,126,007) | |
| 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. | ||||||
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| Three Month Periods Ended September 30, | December 1, 1997 (Date of Inception) | |||||
| 2009 | 2008 | To September 30, 2009 | ||||
| Revenue | $ | - | $ | - | $ | 124,474 |
| Cost of goods sold | - | - | (23,980) | |||
| Gross Profit | 100,494 | |||||
| Expenses | 9,310 | 8,209 | (1,128,022) | |||
| Impairment Charge - write down of licensing agreement | - | - | (103,528) | |||
| Operating income (loss) | 9,310 | 8,209 | (1,131,056) | |||
| Interest Income | - | - | 3,530 | |||
| Other Income | - | - | 96 | |||
| Intererst Expense | (319) | - | (3,001) | |||
| Loss accumulated during developing stage | (585) | 8,209 | (1,130,603) | |||
| Other comprehensive income | 1,650 | 229 | (1,026) | |||
| Total comprehensive income | $ | 1,065 | $ | 8,438 | (1,131,629) | |
| 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. | ||||||
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| Nine Month Periods Ended June 30, | December 1, 1997 (Date of Inception) | |||||
| 2009 | 2008 | To September 30, 2009 | ||||
| CASH FLOWS FROM OPERATIONS | ||||||
| Net Loss | $ | (17,555) | $ | (18,741) | $ | (1,130,431) |
| Adjustments to reconcile net loss to net cash consumed by operating activities: | ||||||
| Charges not requiring an outlay of cash | ||||||
| Depreciation and amortization | - | - | 57,969 | |||
| Impairment of licensing agreement | - | - | 103,528 | |||
| Common stock issued for services | - | - | 21,300 | |||
| Changes in assets and liabilities | ||||||
| Increase in accrued expenses | (13,090) | 2,902 | 3,066 | |||
| Decrease in other current liabilities | (2,003) | - | 68,101 | |||
| Increase in accounts receivables | - | (1,745) | - | |||
| Increase in prepad expense | (11,114) | - | (11.114) | |||
| Increase in accounts payable | - | - | - | |||
| Increase in rent payable | - | - | 3,750 | |||
| Net Cash Consumed By Operating Activities | (43,762) | (17,584) | (883,831) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Purchase of automobile | - | - | (1,500) | |||
| Payments of amount due for licensing agreement | (156,990) | - | (316,990) | |||
| Net Cash Consumed By Investing Activities | (156,990) | - | (318,490) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Advance received | - | - | 99,900 | |||
| Issuance of equity interest in subsidiary | 91,119 | - | - | |||
| Issuances of common stock to investors | - | - | 794,907 | |||
| Shareholder deposits for common stock | - | - | 70,000 | |||
| Shareholder advances | - | 15,434 | 221,944 | |||
| Repayment of shareholder advances | - | - | (83,244) | |||
| 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 | 248,189 | 15,434 | 1,260,497 | |||
| Effect on cash of exchange rate changes | 3,714 | (2,805) | (4,852) | |||
| Net Change In Cash | 51,151 | (4,955) | 53,324 | |||
| Cash balance, beginning of period | 2,173 | 6,471 | - | |||
| Cash balance, end of period | $ | 53,324 | $ | 1,516 | $ | 53,324 |
| These statements should be read in conjunction with the year-end financial statements. | ||||||
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1. BASIS OF PRESENTATION
The unaudited interim consolidated financial statements of Amanasu Techno Holdings Corporation ("the Company") as of September 30, 2009 and 2008 and for the nine month periods ended September 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 nine month period ended September 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 UNCERTAINTY
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 September 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. It had, until 2008, been in the business of packaging and selling bottled water in the Far East. This acquisition has been accounted for under the provisions of FAS 141R, Business Combinations, as an acquisition of an entity under common control. This accounting is similar to the accounting for a pooling of interests.
The acquisition of Water has had no effect on reported per share results for any of the periods on which reports have been issued.
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 entered into a contract to acquire rights to a process entitled "Heartlet", an automatic personal waste disposal unit. The agreement initially required payments totaling $523,300. It was subsequently amended. Consideration for this amended contract was $156,990. The $156,990 purchase price was financed by a non interest bearing demand loan.
5. SUPPLEMENTAL CASH FLOWS INFORMATION
There were no cash payments for interest or income taxes during the periods presented. Common stock in the amount of 200,000 shares were issued during the second quarter of 2009 to effect the acquisition by the Company of Amanasu Water Corporation (see Note 3). There were no other noncash investing or financing transactions during any of the periods presented.
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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 "Haruka" automatic human waste disposal unit. Amanasu Support has obtained global manufacturing and sales rights for the Haruka product and brand.
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The Company initial intentions were 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.
As of April 27, 2009 the Company acquired Amanasu Support Corporation from Amanasu Environment Corporation (brother company) to start Research & Development, sales, and manufacturing operations of the "Haruka" (temporary) Automated Human Waste Disposal Unit.
This technology collects human waste of hospital, and other care facility patients on an individual basis through an automated system (patents pending). The non-invasive collection mechanism is fastened to patient, which in turn is connected to the collector itself. The part attached to the patient contains several cleaning mechanisms, which are activated automatically through the unit's controller. The collection unit can then be emptied by an attending care professional when the unit is full.
The Company believes that the hospital, and related care industries will greatly benefit from this form of technology. With an automated system, care professional will be able to more effectively allocate their time to more critical patient needs, while at the same time the patient is provided with more comfort. The Amanasu Support plans to utilize government health care initiatives to reduce the cost the purchaser (varies by market), which the company believes is the cornerstone to the project that will in turn help revolutionize the care industry.
Amanasu Support plans to finish design, and testing of its first generation product by the quarter ending March 31, 2009. Then Amanasu Support estimates approval processes in North America (FDA, Canada health) to be completed during the quarter ending June 30, 2009. The Company believes that the Haruka is a Class I medical device, which has a much shorter approval process. As of November, 23, 2009 Amanasu Support has tentative plans for production to start in the quarter ending September 30, 2010, however, cannot guarantee this schedule.
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. As of April 27, 2009, the Company acquired Amanasu Water Corporation, and renamed it 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 "Haruka", initially developed by Bemax Corporation in Japan, which will be continue to be developed by Amanasu Support Corporation. This technology collects human waste of hospital, and other care facility patients on an individual basis through an automated system (patents pending). The non-invasive collection mechanism is fastened to patient, which in turn is connected to the collector itself. The part attached to the patient contains several cleaning mechanisms, which are activated automatically through the unit's controller. The collection unit can then be emptied by an attending care professional when the unit is full. The Company will assist Amanasu Support Corporation with its North American operations. The Company believes production to begin during the later half of 2010, and sales to start around the quarter ending December 31, 2010.
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.
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The Company did not generate any revenues for the three months ended September 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.
Total Assets for the three months period ended September 30, 2009 was $231,145, compared to 2,173 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 September 30, 2009 was $9,310 compared to $8,209 for the same period of 2008. The increase is due to more work that was required during the quarter in 2009 as a result of the Amanasu Water Corporation Acquisition, which attributed to increased professional fees.
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.
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None.
None.
None.
None.
None.
None.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused his report to be signed on its behalf by the undersigned thereunto duly authorized.
Amanasu Techno Holdings Corporation
Date: November 23, 2009
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