10-Q 1 ansu_10q.htm QUARTERLY REPORT Blueprint
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
 

 
FORM 10-Q
 

 
 ☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: March 31, 2017
 
☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number: 001-31261
 
AMANASU TECHNO HOLDINGS CORRPORATION
(Exact name of registrant as specified in its charter)
 
Nevada
 
98-031508
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
445 Park Avenue Center, 10th Floor
New York, NY 10022
(Address of principal executive offices)
 
(604) 790-8799
(Registrant’s telephone number, including area code)
 
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 past 12 months, and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒   No ☐
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.  Yes ☒   No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☐  (Do not check if a smaller reporting company)
Smaller reporting company
☒ 
 
 
Emerging growth company
☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐   No ☒
 
As of May 12, 2017, there were 49,956,300 shares outstanding of the registrant’s common stock.
 

 
 
AMANASU TECHNO HOLDINGS CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2017
 
TABLE OF CONTENTS
 
PART I - FINANCIAL INFORMATION
  
  
 
Item 1.
Financial Statements (unaudited).
 1
  
  
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 6
  
  
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
 8
  
  
 
Item 4.
Controls and Procedures.
 9
  
  
 
PART II - OTHER INFORMATION
  
  
 
Item 1.
Legal Proceedings.
 9
  
  
 
Item 1A.
Risk Factors.
 9
  
  
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 9
  
  
 
Item 3.
Defaults Upon Senior Securities.
 9
  
  
 
Item 4.
Mine Safety Disclosures.
 9
  
  
 
Item 5.
Other Information.
 9
  
  
 
Item 6.
Exhibits.
 9
  
  
 
Signatures
 9
 
 
 
AMANASU TECHNO HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
 
 
March 31,
2017
 
 
 
December 31,
2016
 

 
 
 
 
 
 
Current Assets:  
 
 
 
 
 
 
Cash
 $12,518 
 $5,018 
 
    
    
Total current assets
  12,518 
  5,018 
 
    
    
Total Assets
 $12,518 
 $5,018 
 
    
    
LIABILITIES & STOCKHOLDERS' DEFICIT
    
    
Current Liabilities:
    
    
Accrued expenses – stockholders and officers
 $82,457 
 $77,015 
Accrued expenses – other
  7,500 
  - 
Due to affiliate
  12,821 
  5,911 
Advances from stockholders and officers
  272,575 
  261,575 
Deposit on stock purchase
  61,030 
  61,030 
Total current liabilities
  436,383 
  405,531 
 
    
    
Stockholders' Deficit:
    
    
Common Stock: authorized 100,000,000 shares of $.001 par value; 46,956,300 and 46,956,300 shares issued and outstanding, respectively
  46,956 
  46,956 
Additional paid in capital
  1,552,891 
  1,552,891 
Accumulated deficit
  (2,023,712)
  (2,000,360)
Total stockholders' deficit
  (423,865)
  (400,513)
Total Liabilities and Stockholders' Deficit
 $12,518 
 $5,018 
 
The accompanying notes are an integral part of these financial statements.
 
 
1
 
AMANASU TECHNO HOLDINGS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
 (Unaudited)
 
 
 
Three Months Ended
 March 31, 2017
 
 
 
Three Months Ended
 March 31, 2016
 
 
 
 
 
 
 
 
Revenue
 $- 
 $- 
Cost of Goods Sold
  - 
  - 
Gross Profit
  - 
  - 
 
    
    
General and administrative expenses
  20,410 
  17,954 
Total expenses
  20,410 
  17,954 
 
    
    
Operating loss
  (20,410)
  (17,954)
 
    
    
Other Expense:
    
    
Interest Expense – stockholders and officers
  (2,942)
  (2,677)
 
    
    
Net loss
 $(23,352)
 $(20,631)
 
    
    
Loss per share - Basic and Diluted
 $(0.00)
 $(0.00)
 
    
    
Weighted average number of common shares outstanding - Basic and Diluted
  46,956,300 
  46,834,078 
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
2
 
AMANASU TECHNO HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
 
Three Months Ended
 March 31, 2017
 
 
Three Months Ended
 March 31, 2016
 
CASH FLOWS FROM OPERATIONS
 
 
 
 
 
 
Net loss
 $(23,352)
 $(20,631)
 
    
    
Changes in assets and liabilities:
    
    
Increase in accrued expenses – stockholders and officers
  5,442 
  2,678 
Increase in accrued expenses - other
  7,500 
  - 
Total Cash Used in Operating Activities
  (10,410)
  (17,953)
 
    
    
 
    
    
CASH FLOWS FROM FINANCING ACTIVITIES
    
    
Increase in amounts due to affiliate
  6,910 
  3,937 
Proceeds from loans from stockholders and officers
  11,000 
  7,875 
Total Cash Provided by Financing Activities
  17,910 
  11,812 
 
    
    
Net Change In Cash
  7,500 
  (6,141)
 
    
    
 
    
    
 
    
    
Cash balance, beginning of period
  5,018 
  13,302 
 
    
    
Cash balance, end of period
 $12,518 
 $7,161 
 
Supplemental disclosures of cash flow information:
Cash paid for interest
 $- 
 $- 
Cash paid for taxes
 $- 
 $- 
 
The accompanying notes are an integral part of these financial statements.
 
 
3
 
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2017
(Unaudited)
 
1. BASIS OF PRESENTATION
 
The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position of the Company as of March 31, 2017, the results of operations for the three months ended March 31, 2017 and 2016, and statements of cash flows for the three months ended March 31, 2017 and 2016.  These results are not necessarily indicative of the results to be expected for the full year or any other period. The December 31, 2016 balance sheet included herein was derived from the audited financial statements included in the Company’s Annual Report on Form 10-K as of that date.  Accordingly, the financial statements included herein should be reviewed in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the Securities and Exchange Commission (“SEC”) on April 17, 2017.
 
2. GOING CONCERN UNCERTAINTY
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the consolidated financial statements, the Company had a working capital deficiency of $423,865 and an accumulated deficit of $2,023,712 at March 31, 2017, and a record of continuing losses. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated 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, a continuing effort to investigate business acquisitions and joint ventures. As such, the Company may need to pursue additional sources of financing. There can be no assurances that the Company can secure additional financing.
 
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
During the three months ended March 31, 2017, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Annual Report.
 
3. RELATED PARTY TRANSACTIONS
 
The Company receives periodic advances from its principal stockholders and officers based upon the Company’s cash flow needs. There is no written loan agreement between the Company and the stockholders and officers. All advances bear interest at 4.45% and no repayment terms have been established. As a result, the amount is classified as a current liability. During the three months ended March 31, 2017, the Company borrowed $11,000 from a stockholder. The balance due as of March 31, 2017 and December 31, 2016 were $272,575 and $261,575, respectively. Interest expense associated with these loans were $2,942 and $2,677 for the three months ended March 31, 2017 and 2016, respectively. Accrued interest on these loans were $54,427 and $51,485 at March 31, 2017 and December 31, 2016, respectively.
 
The Company has an arrangement with Lina Maki, a stockholder of the Company, for her management consulting time. The agreement is not written and no payment terms have been established. The fee is $10,000 annually. As of March 31, 2017 and December 31, 2016 amounts due to the stockholder were $22,500 and $20,000, respectively.
 
The Company also leases it office space from a stockholder of the Company. At March 31, 2017 and December 31, 2016, amounts due to the stockholder was. $3,630. For the most part, lease payments are made by the Company’s affiliate. As such, when the lease payments are made by the Company’s affiliate or the lease payments are made by the Company on behalf of the affiliate, such amounts are shown as a reduction in or addition to the amount due from affiliate in the accompany balance sheets.
 
 
4
 
AMANASU TECHNO HOLDINGS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2017
(Unaudited)
 
 
4. INCOME TAXES
 
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. The Company has experienced losses since its inception. As a result, it has incurred no Federal income tax. Under pronouncements of the FASB, 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 a 100% valuation allowance against deferred taxes.
 
5. SUBSEQUENT EVENTS
 
The Company evaluated subsequent events, which are events or transactions that occurred after March 31, 2017 through the issuance of the accompanying financial statements and determined that no significant subsequent event need to be recognized or disclosed.
 
 
5
 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
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-K 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 financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the Securities and Exchange Commission (“SEC”) on April 17, 2017 (the “Annual Report”).
 
Company Overview
 
The Company was incorporated in the State of Nevada on December 1, 1997. Its operations to date have been limited to obtaining the license to various environmental and other technologies, conducting preliminary marketing efforts and seeking financing.
 
The Company's principal offices were relocated on April 1, 2010 from 115 East 57th Street 11th Floor New York, NY 10022, to 445 Park Avenue Center 10th floor New York, NY 10022 Telephone: 604-790-8799. The Tokyo branch has relocated from 3-7-11 Azabujuubann Minato-Ku Tokyo Japan to Suite 905, 1-6-1 Senzoku Taito-Ku Tokyo Japan. Telephone: 03-5808-3663.
 
Plan of Operations
 
The Company is a development stage corporation. It has not commenced its planned operations of manufacturing and marketing.  Its operations to date have been limited to conducting various tests on its technologies and seeking financing.
 
The Company will continue to develop and market two technologies, which the Company believes have great market potential.
 
The first technology is an automated personal waste collection and cleaning machine Haruka (formerly "Heartlet"), developed by Nanomax Corporation in Japan. The Haruka is a machine used in retirement homes, hospitals, and even in private residences. The Haruka allows the patient maximum comfort. The Haruka lowers the burden on the caretaker with an automated cleaning system. This machine is the only machine in its class to have a 90% government rebate, which the company believes makes the technology extremely competitive even in the current global economic crisis. The company obtained sales and manufacturing rights to the Haruka brand and is now currently seeking, manufacturing partners.
 
 
6
 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The second technology is Thoughts Routine Mechanism (“RUNE”) developed by the Company. We plan to develop this operating software to be used on electronic devices, such as smart phones, PC’s and gaming machines. We have secured technology and human resources that extend this technology to other applications outside the gaming sector. The Company has developed an alliance with Valhalla Game Studios (“VGS”) to jointly conduct game development and application development on “fate diagnosis based statistical theory, and “fate diagnosis” game service on mobile phones, smart phones, and tablets. We believe the collaboration between the Company and VGS may contribute to the future growth of the Company. Currently, Mr. Maki offers a wide range of advice as a special advisor, and this business continues to be evaluated and developed. In addition, cartoons, movies and games play a large role and influence world views and we believe that this technology be a very effective tool in this area.
 
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 is to raise $30,000,000 in the near future.
 
As stated above, the Company cannot 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 $165,000, it may not be able to complete its plan of expanding operations as discussed above.
 
The company is expecting to gain the capital from issuing and selling the shares of the Company.
 
Results of Operations
 
General and administrative expenses increased $2,456 (13.7%) to $20,410 for the three months March 31, 2017 as compared to $17,954 for the three months ended March 31, 2016 primarily as a result of higher consulting fees.
 
As a result of the above, the Company incurred losses from operations of $20,410 and $17,954 for the three months ended March 31, 2017 and 2016, respectively.
 
For the three months ended March 31, 2017, interest expense increased $265 to $2,942 as compared to $2,677 for the three months ended March 31, 2016.
 
As a result of the above, the Company incurred net losses of $23,352 and $20,631, respectively, for the three months ended March 31, 2017 and 2016, respectively.

 
7
 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
 
LIQUIDITY AND CAPITAL RESOURCES
 
The Company's minimum cash requirements for the next twelve months are estimated to be $80,000, including rent, audit fees, office expenses, interest and professional fees. The Company does not have sufficient cash on hand to support its overhead for the next twelve months and there are no material commitments for capital at this time other than as described above. The Company will need to issue and sell shares to gain capital for operations or arrange for additional stockholder or related party loans.  There is no current commitment for either of these fund sources.
 
Our working capital deficit increased $23,352 to $423,865 at March 31, 2017 as compared to $400,573 at December 31, 2016 primarily due to an increase in advances from stockholders and officers, accrued expenses.
 
During the three months ended March 31, 2017, the Company had a net increase in cash of $7,500. The Company’s principal sources and uses of funds were as follows:
 
Cash used in operating activities. For the three months ended March 31, 2017, the Company used $10,410 in cash for operations as compared to $17,953 in cash for the three months ended March 31, 2016, primarily as a result of the increase in accrued expenses partially offset by the higher operating loss.
 
Cash provided by financing activities. Net cash provided by financing activities for the three months ended March 31, 2017 was $17,910 as compared to $11,812 for the three months ended March 31, 2016 primarily as a result of higher proceeds from loans from stockholders and officers and an increase in amounts due to affiliate.
 
OFF-BALANCE SHEET ARRANAGEMENTS
 
The Company has no off-balance sheet arrangements.
CRITICAL ACCOUNTING POLICIES
 
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements in accordance with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reported period.
 
Our critical accounting policies are described in the Notes to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on April 17, 2017 (the “Annual Report”). There have been no changes in our critical accounting policies. Our significant accounting policies are described in our notes to the 2016 consolidated financial statements included in our Annual Report.
   
RECENTLY ISSUED ACCOUNTING STANDARDS
 
No recently issued accounting pronouncements had or are expected to have a material impact on the Company’s condensed consolidated financial statements.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not Applicable.
 
 
8
 
 
ITEM 4. MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES
 
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide a reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  Management designed the disclosure controls and procedures to provide reasonable assurance of achieving the desired control objectives.
 
We carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based upon that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were ineffective.
 
(b) Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
PART II
 
ITEM 1. LEGAL PROCEEDINGS
 
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
 
ITEM 1A. RISK FACTORS
 
Not applicable to smaller reporting companies.
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
There were no unregistered sales of the Company’s equity securities during the quarter ended March 31, 2017 other than those previously reported in a Current Report on Form 8-K.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.
 
ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable.  
 
ITEM 5. OTHER INFORMATION
 
None.
  
 
9
 
 
ITEM 6. EXHIBITS
 
Furnish the Exhibits required by Item 601 of Regulation S-K (229.407 of this chapter).
 
Exhibit 31.1
Certification by the Chief Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002.
Exhibit 31.2
Certification by the Chief Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
Exhibit 32.1
Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
Exhibit 32.2
Certification by the Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101 INS
XBRL Instance Document*
 
 
101 SCH
XBRL Schema Document*
 
 
101 CAL
XBRL Calculation Linkbase Document*
 
 
101 DEF
XBRL Definition Linkbase Document*
 
 
101 LAB
XBRL Labels Linkbase Document*
 
 
101 PRE
XBRL Presentation Linkbase Document*
 
* filed herewith
 
 
SIGNATURES
 
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: May 15, 2017
By:
/s/  Atsushi Maki
 
 
 
 
Atsushi Maki
 
 
 
 
Chief Executive Officer
 
 
 
 
Chief Financial Officer
 
 
 
 
Chief Accounting Officer
 
 
 
 
 
  10