-----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, UGL+HS9H25fLk/b7UZp2hZety+tPhpnEaCGGGiDJVRMM/RivBhGQ0nFxQnQCANTB 4vk+shdEKCY212imD4P/ug== 0001224280-03-000025.txt : 20030603 0001224280-03-000025.hdr.sgml : 20030603 20030602180546 ACCESSION NUMBER: 0001224280-03-000025 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030514 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030603 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-32905 FILM NUMBER: 03728882 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 8-K/A 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8 - K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) May 14, 2003 AMANASU ENVIRONMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) NEVADA 0-32905 98 - 0347883 -------------- ---------------- -------------- (State or other (Commission file (IRS Employer jurisdiction of Number) Identification No.) incorporation) 701 FIFTH AVENUE, 36TH FLOOR, SEATTLE, WA 98109 ----------------------------------------------- (Address of principal executive offices) 206-262-8188 ------------ (Registrant's telephone number, including area code) Not applicable -------------- (Former name or former address if changed since last report) 1 Item 5. Other Events and Regulation FD Disclosure On May 14th, 2003, Amanasu Environment Corporation ("the Company") entered into an agreement with Jipangu Inc. ("Jipangu) to purchase 10,000,000 of its shares for 580,000,000 Japanese Yen, approximately $4,993,000 as of May 14th, 2003. Payment of the shares will be made as follows: - - 20% of the purchase price (in Japanese Yen) to be paid on or before May 31, 2003 - - Remaining balance (in Japanese Yen) to be paid on or before June 25, 2003 As security for payment of the remaining balance, Amanasu Corporation (a major share holder of the Company) will transfer 500,000 shares of the Company to Jipangu to be held in escrow. When Jipangu has received the remaining balance, the 500,000 shares will be returned immediately to Amanasu Corporation. Item 6. Financial Statements and Exhibits (a) Financial statements of businesses acquired None (b) Pro forma financial information None (c) Exhibits 99.1 Stock Purchase Agreement SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Amanasu Environment Corporation By:/s/Atsushi Maki Atsushi Maki, President and CEO EX-99.1 3 doc2.txt STOCK PURCHASE AGREEMENT This Agreement is made and is effective this 14th day of May, 2003. BETWEEN: AMANASU ENVIRONMENT CORPORATION, a Nevada corporation with its office at 701 5th Avenue, 36th floor, Seattle, Washington 98109, U.S.A. ( hereinafter called " A " ) AND: JIPANGU INC., a Japanese corporation with its office at 3-6-9 Kitashinagawa Shinagawa-Ku, Tokyo, Japan ( hereinafter called " B" ) WHEREAS, "B" holds 10,000,000 common shares of Kyoei Reiki Industrial Corporation Ltd., a publicly traded Company in Tokyo, Japan (hereinafter called "the Company") AND WHEREAS "A" wishes to purchase 10,000,000 of the Company's shares from "B" at a price of 580,000,000 Japanese Yen (Equivalent to approximately US $4,993,000 as of May 14, 2003). SECTION 1- TERMS OF PAYMENT 1.00 "A" will pay 116,000,000 Japanese Yen (US $1,377,000); 20% of the purchase price of 580,000,000 Japanese Yen by cashier's check on or before May 31, 2003. The balance of 464,000,000 Japanese Yen is to be paid on or before June 25, 2003. 1.02 As security for payment of the remaining balance of 464,000,000 Japanese Yen, a major shareholder of "A" (Amanasu Corporation) will transfer 500,000 shares of "A" (listed on the OTC) to "B", at the same time Section 1.00 is consummated. Such shares are to be kept in escrow by "B". 1.03 When "B" receives the remaining balance of 464,000,000 Japanese Yen, the 500,000 shares of "A" will be returned immediately to Amanasu Corporation. 1.04 In the event that the Company becomes bankrupt, or is under receivership for bankruptcy before the final amount of 464,000,000 Japanese Yen is paid, "B" waives the right to collect this final amount. 1 SECTION 2 - TRANSFER OF VOTING RIGHTS 2.00 Subject to "A" meeting the payment terms in Section 1 of this agreement, on June 30, 2003, "B" will transfer to "A" proxies for another 10,000,000 shares owned by "B" to vote at the annual general meeting of the Company, to be held on June 27, 2003. SECTION 3 - REPRESENTATIONS BY "A" 3.00 As of the date of this agreement, "A" declares that the following facts are true and accurate: (i) "A" has sufficient funds to comply with the terms of payment as set out in section 1 of this agreement (ii) This contract is not in violation of any laws that are applicable to "A" SECTION 4 - REPRESENTATIONS BY "B" 4.00 As of the date of this agreement, "B" declares that the following facts are true and accurate: (i) "B" is authorized by the board of directors and corporate regulations to enter into this agreement (ii) This contract is not in violation of any laws that are applicable to "B" SECTION 5 - CANCELLATION OF THE AGREEMENT 5.00 "A" and "B" shall have the right to terminate this agreement if either party has breached any terms of this contract. After this agreement is cancelled, moneys paid by "A" to "B" will be returned to "A", and shares transferred by "B" to "A" will be returned by "B". SECTION 6 - CONFIDENTIALITY AND DISCLOSURE 6.00 "A" and "B" will not disclose any information of this agreement to third parties. 2 SECTION 7 - COMPENSATION FOR DAMAGES 7.00 "A" and "B" will compensate for all damages that may result from breach of contract by either party or indirectly by third parties. SECTION 8 - SUBMISSION TO JURISDICTION 8.00 Any conflicts arising from the terms of this contact will be resolved at the Tokyo local court house. SECTION 9 - GOVERNING LAW 9.00 The agreement is governed under Japanese law. IN WITNESS WHEREOF the parties hereby executed this Agreement as of the day, month and year first above written. Signed, Sealed and Delivered by "A" in the presence of : AMANASU ENVIRONMENT CORPORATION Masafumi Hata /s/ Atsushi Maki _________________________ ___________________________ Witness President and CEO 701 5th Avenue, 42nd Floor Seattle, WA 98104 _________________________ Address Signed, Sealed and Delivered by "B" in the presence of : JIPANGU INC. /seal/ /s/ Tamishuke Matsufuji __________________________ __________________________ Witness President and CEO 3-6-9 Kita-shinagawa Shinagawa-ku Tokyo, Japan 140-0001 Address 3 -----END PRIVACY-ENHANCED MESSAGE-----