-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MKnGOH4vxnAuabUCy1tqmNIJnyD3XdvrxJy7G3sceCCbKipDxj4M6owso08i46xT l6T8kv9apksubIvN6AxqbQ== 0001224280-03-000013.txt : 20030514 0001224280-03-000013.hdr.sgml : 20030514 20030514140752 ACCESSION NUMBER: 0001224280-03-000013 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMANASU ENVIRONMENT CORP CENTRAL INDEX KEY: 0001142801 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 980347883 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-32905 FILM NUMBER: 03698256 BUSINESS ADDRESS: STREET 1: 212-955 WEST BROADWAY CITY: VANCOUVER BC STATE: A1 ZIP: 00000 BUSINESS PHONE: 6047307729 FORMER COMPANY: FORMER CONFORMED NAME: AMANASU ENERGY CORP DATE OF NAME CHANGE: 20010618 10QSB/A 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended MARCH 31, 2003 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ Commission File Number 0-32905 AMANASU ENVIRONMENT CORPORATION ------------------------------- (Exact name of Small Business Issuer as specified in its charter) NEVADA 98 - 0347883 - ---------------------------------- -------------- (State or other jurisdiction of (IRS Employer incorporation) Identification No.) 701 FIFTH AVENUE, 36TH FLOOR, SEATTLE, WA 98109 ----------------------------------------------- (Address of principal executive offices) ---------------------------------------- 206-262-8188 ------------ (Issuer's telephone number) --------------------------- _________________________________________________________________ (Former name, former address and former fiscal year if changed since last report) State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:41,950,816 SHARES OF COMMON STOCK --------------------------------- ISSUED AND OUTSTANDING AS OF MAY 13, 2003. - ------------------------------------------------- **Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GENERAL The Company's unaudited financial statements for the three months ended March 31, 2003 are included with this Form 10-QSB. The unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity 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 months ended March 31, 2003 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2003. 2 AMANASU ENVIRONMENT CORPORATION (A Development Stage Company) March 31, 2003 (UNAUDITED) 3 AMANASU ENVIRONMENT CORPORATION (A Development Stage Company) March 31, 2003 (Unaudited) C O N T E N T S Page ----- Balance Sheets F-1 Statements of Operations and Deficit Accumulated During Development Stage F-2 Statements of Cash Flows F-3 Notes to Financial Statements F-4 4 AMANASU ENVIRONMENT CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS (UNAUDITED)
March 31, MARCH 31, 2003 2002 --------- ------------ (Unaudited) (Audited) ASSETS - ------ Current Assets: Cash $ 58,562 $ 78,432 -------- ---------- Total current assets 58,562 78,432 Fixed Assets: Automotive equipment 25,859 25,859 Less accumulated depreciation 8,697 7,960 ------- --------- Net fixed assets 17,162 17,899 Other Assets: Rent deposit 8,028 8,028 Licensing agreement, net of accumulated amortization of $9,264 and $4,632 305,736 310,368 --------- --------- Total other assets 313,764 318,396 --------- --------- Total Assets $ 389,488 $ 414,727 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------- Current Liabilities: Amount due for licensing agreement $ 95,000 $ 95,000 Stockholder advance 100 100 --------- ---------- Total current liabilities 95,100 95,100 Stockholders' Equity: - --------------------- Common stock: authorized 100,000,000 shares of $.001 par value; issued and outstanding 41,950,816 27,751 27,751 Additional paid-in capital 646,789 646,789 Deficit accumulated during the development stage (380,152) (354,913) --------- -------- Total Stockholders' equity 294,388 319,627 --------- -------- Total Liabilities and Stockholders' Equity $ 389,488 $ 414,727 ========= =========
These statements should be read in conjunction with the year-end financial statements. F-1 AMANASU ENVIRONMENT CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS AND DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE (UNAUDITED)
FEBRUARY 22, 1999 Three Month Periods Ended March 31, (Date of Inception) 2003 2002 To March 31, 2003 Revenue: Interest income $ 126 $ 28 $ 3,064 Expenses 25,365 1,245 383,216 --------- ------- --------- Loss accumulated during development stage $ (25,239) $ ( 1,217) $(380,152) ========= ======= ======== Loss Per Share - Basic and Diluted $ - $ - Weighted average number of shares outstanding 41,950,816 41,247,816 =========== ==========
These statements should be read in conjunction with the year-end financial statements. F-2 AMANASU ENVIRONMENT CORPORATION A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED)
FEBRUARY 22, 1999 Three Month Periods (Date of Inception Ended March 31, to March 31, 2003) 2003 2002 --------- -------- ------------------ CASH FLOWS FROM OPERATIONS: Net Loss $(25,239) $(1,217) $(380,152) Changes Not Requiring The Outlay Of Cash: Depreciation and amortization 5,369 1,225 17,961 Services provided for common stock - - 70,000 Changes In Assets and Liabilities: Increase in prepaid expenses - (2,700) - -------- -------- --------- NET CASH CONSUMED BY Operating Activities (19,870) (2,692) (292,191) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of licensing agreement - - (155,000) Purchase of automobile - - (25,859) Rent deposit for warehouse lease - - (8,028) --------- -------- --------- NET CASH CONSUMED BY INVESTING ACTIVITIES - - (188,887) CASH FLOWS FROM FINANCING ACTIVITIES: Sales of common stock - - 539,540 Advances received in anticipation of common stock sales - - 100 --------- -------- --------- Net Cash Provided By FINANCING ACTIVITIES - - 539,640 --------- -------- --------- Net change in cash (19,870) (2,692) 58,562 Cash balance, beginning of period 78,432 35,287 - ---------- -------- --------- Cash balance, end of period $ 58,562 $ 32,595 $ 58,562 ========= ========= =========
These statements should be read in conjunction with the year-end financial statements. F-3 AMANASU ENVIRONMENT CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 (UNAUDITED) 1. BASIS OF PRESENTATION The unaudited interim financial statements of Amanasu Environment Corporation ("the Company") as of March 31, 2003 and for the three month periods ended March 31, 2003 and 2002, have been prepared in accordance with generally accepted accounting principles. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such periods. The results of operations for the quarter ended March 31, 2003 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2003. 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, 2002. 2. LICENSE ACQUISITION On September 30, 2002 the Company acquired the exclusive worldwide rights to produce and market a patented product known as Firebird PD 5000, which is a hot water boiler that collects heat from waste tires. As consideration for this acquisition, the Company paid $155,000 and issued 650,000 shares of common stock; it is obligated to pay on demand an additional $95,000. F-4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Forward Looking Statements - ---------------------------- This report on Form 10-QSB contains certain forward-looking statements within the meaning of section 21e of the Securities Exchange Act of 1934, as amended, and other applicable securities laws. All statements other than statements of historical fact are "forward-looking statements" for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking 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, 2002. COMPANY OVERVIEW The Company was organized February 22, 1999. Its operations to date have been limited to obtaining licensing for the production and sale of two products, conducting preliminary marketing efforts, and conducting testing, for one of the products. PLAN OF OPERATIONS The Company is a development stage corporation. It has not commenced its planned operations of manufacturing and selling two products: a toxic and hazardous waste disposal system, and a hot water boiler. During the year 2001, the Company obtained a license to manufacture and sell the Amanasu furnace, a toxic waste disposal system. On September 30, 2002 it obtained a license to manufacture and sell a state of the art hot water boiler, which derives its energy in a non-polluting chemical process from waste tires. The Company raised $265,000 during the 2002 through the issuance of common stock. The Company intends to raise another $300,000 during 2003 through the private placement of its common stock. The proceeds of such private placements will be used to continue the development and market planning of its two products, and for other general working capital needs. The Company's activities over the next twelve months will be devoted to the construction of a limited number of demonstrational units of the furnace, the hiring of a limited staff to conduct its business, and the commencement of marketing activities; it will also explore the means for exploiting the license for the hot water boiler. 5 The Amanasu furnace has undergone rigorous testing and adjustments to meet UL and EPA requirements, as well as requirements of specific potential customers. Additional research is also being conducted in Japan by the inventor of this product. The hot water boiler system will be marketed throughout North America. Particular attention is being focused on Mexico. A complete system has been shipped to Mexico to undergo testing for compliance with government regulations. A formal agreement for marketing this product in Mexico is expected to be executed upon completion of this testing. The Company has entered into discussions with a number of private investors concerning the private placement of its common stock. At this time, however, it has not received commitments from any source. Although the Company is encouraged by its discussions, it cannot predict whether it will be successful in raising capital, which capital is essential to its plan of operations. The Company expects to outsource the construction and fabrication of units of its Amanasu furnace to third parties, including the proprietary combustion system which will be manufactured by the inventor of the furnace at his factory in Hokkaido, Japan. The Company expects the production cycle of its product to be three to six months. The Company believes that it can manufacture as many as thirty units per month using currently available manufacturing and assembly resources and it believes the production and assembly resources of the third parties will be sufficient to meet anticipated product demand of the next twelve months. Tests of the furnace have been conducted at a California facility which is expected to be a primary source of manufacturing capability. A total of $44,000 was spent on this testing. Marketing efforts are now in process. The results of operations during the first quarter of 2003 were a loss of $25,239 compared with a loss of $1,217 in the comparable 2002 period. The Company will require a minimum of $500,000 to satisfy its cash requirements of the next twelve months. If the Company is successful in raising this money, it will commence production and marketing of units of the Amanasu furnace to prospective customers in the Pacific Rim. If the Company is successful in raising the projected $2,000,000 to $3,000,000 from sales of common stock, management believes that this funding, along with bank borrowings and cash flow from the sales of units, will enable the Company to commence the full scale manufacture and sale of this product. The Company can not predict whether it will be successful in its capital raising efforts. If the Company is not successful in raising $500,000, it may not be able to complete its plan of operations. 6 PART II - OTHER INFORMATION Item 1. Legal Proceedings NONE Item 2. Changes in Securities and Use of Proceeds NONE Item 3. Defaults Upon Senior Securities: NONE Item 4. Submission of Matters to a Vote of Security Holders: NONE Item 5. Other Information: NONE Item 6. Exhibits and Reports on Form 8K (a) Exhibits 99.1 Certification of Atsushi Maki, President (Principal Executive Officer), and Chief Financial Officer (Principal Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K There were no Forms 8-K filed during the period of this report. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: May 13, 2003 AMANASU ENVIRONMENT CORPORATION By: /s/ Atsushi Maki ------------------------------------ Atsushi Maki, Chairman, President and Chief Financial Officer EX-99.1 3 doc2.txt 15 EXHIBIT 99.1 CERTICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of AMANASU ENVIRONMENT CORPORATION (the "Company") on Form 10-QSB for the period ending May 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Atsushi Maki, President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: 1. I have reviewed this Report; 2. based on my knowledge, the Report does not contain any untrue statement of a material fact or omit 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 the Report; 3. based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in the Report; 4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have: a. designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared; b. evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Report (the Evaluation Date"); and c. presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent function): a. all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and 6. The Company's other certifying officers and I have indicated in this Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Atsushi Maki - ------------------ Atsushi Maki, President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----