Annual Report (10-k)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2016

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File No. 001-31261

 

AMANASU ENVIRONMENT CORPORATION

 (Exact name of Registrant as specified in its charter)

 

Nevada	98-0347883
(State of incorporation)	(IRS Employer Identification Number)
445 Park Avenue Center, 10 th Floor New York, NY	10022
(Address of principal executive offices)	(Zip Code)

 

Registrant's telephone number, including area code: [phone]

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01

 

Indicate by checkmark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

 

Indicate by checkmark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

 

Indicate by checkmark 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 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 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 [X] No [ ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

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 definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Act). Yes [ ] No [X]

 

The aggregate market value of the voting and non-voting common stock (par value $0.01 per share) held by non-affiliates on June 30, 2016 (the last business day of our most recently completed second fiscal quarter) was $741,808 using the closing price on June 30, 2016. As of March 24, 2017, the registrant had 44,100,816 shares of common stock, par value $0.01 per share, outstanding.

 

Documents Incorporated By Reference: None .

 

 

 

AMANASU ENVIRONMENT CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR FISCAL YEAR ENDED DECEMBER 31, 2016

TABLE OF CONTENTS

 

Reference	Section Name	Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties	7
Item 3.	Legal Proceedings	7
Item 4.	Mine Safety Disclosures	7
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	8
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 8.	Financial Statements and Supplementary Data	12
	Report of Independent Registered Public Accounting Firm	F-1
	Consolidated Balance Sheets	F-2
	Consolidated Statements of Operations	F-3
	Consolidated Statements of Changes in Stockholders’ Equity	F-4
	Consolidated Statements of Cash Flows	F-5
	Notes to Consolidated Financial Statements	F-6
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	13
Item 9A.	Controls and Procedures	13
Item 9B.	Other Information	15
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	15
Item 11.	Executive Compensation	15
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	16
Item 13.	Certain Relationships and Related Transactions, and Director Independence	16
Item 14.	Principal Accounting Fees and Services	18
PART IV
Item 15.	Exhibits and Financial Statement Schedules	19
	Signatures	20

 

 

2

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Forward Looking Statements. Certain of the statements contained in this Annual Report on Form 10-K include forward looking statements. All statements other than statements of historical facts included in this Form 10-K regarding the Company's financial position, business strategy, and plans and objectives of management for future operations and capital expenditures, and other matters, are forward looking statements. These forward looking statements are based upon management's expectations of future events. Although the Company believes the expectations reflected in such forward looking statements are reasonable, there can be no assurances that such expectations will prove to be correct. Additional statements concerning important factors that could cause actual results to differ materially from the Company's expectations ("Item 1A. Risk Factors") are disclosed below in the Item 1A. Risk Factors section and elsewhere in this Form 10-K. All written and oral forward looking statements attributable to the Company or persons acting on behalf of the Company subsequent to the date of this Form 10-K are expressly qualified in their entirety by the Cautionary Statements.

 

PART I

 

ITEM 1. BUSINESS

 

Amanasu Environment Corporation ("Company") was incorporated in the State of Nevada on February 22, 1999 under the name of Forte International Inc. On March 27, 2001, the Company's name was changed to Amanasu Energy Corporation, and on November 13, 2002, its name was changed to Amanasu Environment Corporation.

 

The Company is a development stage company, and has not conducted any operations or generated any revenue since its inception.

 

General

 

Amanasu Environment Corporation’s (herein after the "Company") principle business is in complete development of Environmental Technologies to improve the quality of life for the future of the planet. The Company is involved in all aspects of environmental technology development: research and development, marketing, sales. It also produces and acquires environmental technology and related patents. Environmental technologies that the Company has been a part of range from water filtration systems, industrial/medical waste incinerators, solar panels, to name a few. The Company chose to have its headquarters in the United States in order to bridge environmental technology development internationally, with particular attention to leading innovations in Japan. The Company's parent company Amanasu Corporation, is a Japanese Corporation. The Company hopes to utilize existing associations and partnerships in order to bring environmental technologies from the United States and market them in Japan and other surrounding countries.

 

Current

 

During recent years, the Company has embarked on a mission to achieve a capital-raising goal of $30,000,000 to increase the Company’s potential by entering into the NASDAQ global market. The Company’s main objective has not changed for the coming fiscal year ending December 31, 2016.

 

Aside from capital raising efforts, the Company has been supporting Amanasu Maritek Corporation, in the development and required regulatory approval for the Commercial Cargo Ship Ballast Water Purification System. The Company and Amanasu Maritek Corporation have been working through the approval process of this type of product with the Japanese regulatory bodies. Also, required documentation, and translations have been prepared for additional approval by the main global governing body for marine technologies, IMO the International Marine Organization. So far, the Company has been unable to obtain approval for the Commercial Cargo Ship Ballast Water Purification System. In adhering to the guidelines set by the IMO and the Japanese Ministry of Land, Infrastructure, Transport and Tourism, the Company needs to collaborate with a shipbuilding company to conduct experiments and tests, requiring 2-3 years and a minimum budget of $10,000,000. Due to a lack of resources, the Company is currently seeking partners who are interested in developing such businesses and technologies acquired by Amanasu Maritek Corporation, the Company's subsidiary. Furthermore, the Company is making plans to enter the reforestation industry in Japan, through Amanasu Maritek Corporation. Following the Great East Japan Earthquake, approximately 1 million houses need to be rebuilt, causing wood to be in high demand. Also, the Japanese Government currently subsidizes new firms entering the reforestation industry, giving the Company an opportunity to enter an industry that is reflective of its vision.

 

 

3

 

 

Overview and History

 

Amanasu Environment Corporation ("Company") was incorporated in the State of Nevada on February 22, 1999 under the name of Forte International Inc. On March 27, 2001, the Company's name was changed to Amanasu Energy Corporation, and on November 13, 2002, its name was changed to Amanasu Environment Corporation.

 

It has acquired the exclusive, worldwide license rights to a high temperature furnace, a hot water boiler, and ring-tube desalination methodology. 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, conducting limited product marketing, and testing the technologies for commercial sale. For each such technology, proto-type or demonstrational units have been constructed by each licensor or inventor of the technology. The Company has conducted various internal tests on these units to determine the commercial viability of the underlying technologies. As a result of such testing, the Company believes that the products are not commercially ready for sale, and that product refinements are necessary with respect to each of the technologies. In addition, the Company may seek joint venture or other affiliations with companies competitive in each respective product market whereby the Company can capitalize on the existing infrastructure of such other companies, such as product design and engineering, marketing and sales, and warranty and post-warranty service and repair. The Company believes that its marketing efforts to sell any of its products will be limited until such time as it can complete the refinements of its technologies. The Company cannot predict whether it will be successful in developing commercial products, or establishing affiliations with any operating company.

 

On June 8, 2000, the Company obtained the exclusive, worldwide license to a technology that disposes of toxic and hazardous wastes through a proprietary, high temperature combustion system, known as the Amanasu Furnace. The rights were obtained pursuant to a license agreement with Masaichi Kikuchi, the inventor of the technology, for a period of 30 years. The Company issued 1,000,000 share of common stock to the inventor and 200,000 shares of common stock to a director of the inventor's company. Under the licensing agreement; the Company is required to pay the licensor a royalty of two percent of the gross receipts from the sale of products using the technology. If the Company fails to comply with any provision of the agreement after a 90-day notice period, the licensor may terminate the agreement.

 

Effective September 30, 2002, the Company obtained the exclusive, worldwide license to a hot water boiler technology that incinerates waste tires in a safe and non-polluting manner and extracts heat energy from the incineration process. The rights were obtained pursuant to a license agreement with Sanyo Kogyo Kabushiki Gaisha and Ever Green Planet Corporation, both Japanese companies, for a period of 30 years. As consideration for this acquisition, the Company paid the licensors $250,000, of which the Company's President paid $95,000, issued to them 600,000 shares of common stock, and issued to an affiliate of the licensors 50,000 shares of common stock. The licensors are entitled to receive a two percent royalty on the gross receipts from the sale of the products related to the technology. If the Company fails to comply with any provision of the agreement after a 90-day notice period, the licensor may terminate the agreement.

 

On June 30, 2003, the Company acquired the exclusive worldwide rights to produce and market a patented technology that purifies seawater, and removes hazardous pollutants from wastewater. The rights were obtained pursuant to a license agreement with Etsuro Sakagami, the inventor, for a period of 30 years. As consideration for obtaining the license, the Company issued 1,000,000 shares to the inventor, and 50,000 shares to a finder. The licensor is entitled to receive a two percent royalty on the gross receipts from the sale of the products related to the technology. If the Company fails to comply with any provision of the agreement after a 90-day notice period, the licensor may terminate the agreement.

 

The Company’s goal for the next few years is to enter into the NASDAQ global market.

 

Employees

 

As of December 31, 2016, the Company has no full time employees.

 

 

4

 

 

ITEM 1A. RISK FACTORS

 

Ability To Develop Commercial Product

 

The Company presently maintains rights to three different technologies. At this time, proto-type versions of products for each of the three technologies have been developed, however, none of the products are commercially ready for sale. In order to reach a stage of commercial sales for the products, the Company prefers to put emphasis on joint venturing and funding a company who has advanced technological knowledge and progressed sales history of the same field for the purpose of cooperation. The Company cannot predict that it will be successful in developing commercially ready products for any of the technologies in the near future or at any time.

 

Rapid Technological Changes

 

The industries in which the Company intends to compete with are subject to rapid technological changes. No assurances can be given that the technological advantages which may be enjoyed by the Company in respect of their technologies cannot or will not be overcome by technological advances in the respective industries rendering the Company's technologies obsolete or non-competitive.

 

Lack of Indications of Product Acceptability

 

The success of the Company will be dependent upon its ability to develop commercially acceptable products and to sell such products in quantities sufficient to yield profitable results. To date, the Company has received no indications of the commercial acceptability of any of its proposed products. Accordingly, the Company cannot predict whether its products can be marketed and sold in a commercial manner.

 

Management

 

The ability of the Company to successfully conduct its business affairs will be dependent upon the capabilities and business acumen of current management including Mr. Atsushi Maki, the Company's President. Accordingly, shareholders must be willing to entrust all aspects of the business affairs of the Company to its current management. Further, the loss of any one of the Company's management team could have a material adverse impact on its continued operation.

 

Control Exercised By Management

 

The existing officers and directors, control approximately 78.80% of the shareholder votes. Consequently, management will control the vote on all matters brought before shareholders, and holders of common stock may have no power in corporate decisions usually brought before shareholders.

 

Conflicts of Interest

 

The officers of the Company are not full time employees. Presently, the Company does not have a formal conflicts of interest policy governing its officers and directors. In addition, the Company does not have written employment agreements with its officers. Its officers intend to devote sufficient business time and attention to the affairs of the Company to develop the Company's business in a prudent and business-like manner. However, the principal officer is engaged in other businesses related and unrelated to the business of the Company, and in the future, will engage in other business ventures. As a result, the principal officer and other officer of the Company may have a conflict of interest in allocating their respective time, services, and future resources, and in exercising independent business judgment with respect to their other businesses and that of the Company.

 

Reliance upon Third Parties

 

The Company does not intend on maintaining a significant technical staff nor does it intend on manufacturing its products. Rather it will rely heavily on consultants, contractors, and manufacturers to design, develop and manufacture its products. Accordingly, there is no assurance that such third parties will be available when needed at affordable prices.

 

 

5

 

 

Competition

 

Although management believes its products, if developed, will have significant competitive advantages to other products in their respective industries, with respect to such products, the Company will be competing in industries, such as the industrial waste industry, where enormous competition exists. Competitors in these industries have greater financial, engineering and other resources than the Company. No assurances can be given that any advances or developments made by such companies will not supersede the competitive advantages of the Company's products.

 

Protection Of Intellectual Property

 

The success of the Company will be dependent, in part, upon the protection of its various proprietary technologies from competitive use. Certain of its technologies are the subject of various patents in varying jurisdictions. In addition to the patent applications, the Company relies on a combination of trade secrets, nondisclosure agreements and other contractual provisions to protect its intellectual property rights. Nevertheless, these measures may be inadequate to safeguard the Company's underlying technologies. If these measures do not protect the intellectual property rights, third parties could use the Company's technologies, and its ability to compete in the market would be reduced significantly. In addition, if the sale of the Company's product extends to foreign countries, the Company may not be able to effectively protect its intellectual property rights in such foreign countries.

 

In the future, the Company may be required to protect or enforce its patents and patent rights through patent litigation against third parties, such as infringement suits or interference proceedings. These lawsuits could be expensive, take significant time, and could divert management's attention from other business concerns. These actions could put the Company's patents at risk of being invalidated or interpreted narrowly, and any patent applications at risk of not issuing. In defense of any such action, these third parties may assert claims against the Company. The Company cannot provide any assurance that it will have sufficient funds to vigorously prosecute any patent litigation, that it will prevail in any of these suits, or that the damages or other remedies awarded, if any, will be commercially valuable. During the course of these suits, there may be public announcements of the results of hearings, motions and other interim proceedings or developments in the litigation, which could result in the negative perception by investors, which could cause the price of the Company's common stock to decline dramatically.

 

Indemnification of Officers and Directors for Securities Liabilities

 

The Company's By-Laws eliminates personal liability in accordance with the Nevada Revised Statutes (NRS). Section 78.7502 of the NRS provides that a corporation may eliminate personal liability of an officer or director to the corporation or its stockholders for breach of fiduciary duty as an officer or director provided that such indemnification is limited if such party acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation. In so far as indemnification for liability arising from the Securities Act of 1933 ("Act") may be permitted to directors, officers or persons controlling the Company, it has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

 

Penny Stock Regulation

 

The Company's common stock may be deemed a "penny stock" under federal securities laws. The Securities and Exchange Commission has adopted regulations that define a "penny stock" generally to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These regulations impose additional sales practice requirements on any broker/dealer who sell such securities to other than established investors and accredited investors. For transactions covered by this rule, the broker/dealer must make certain suitability determinations and must receive the purchaser's written consent prior to purchase. Additionally, any transaction may require the delivery prior to sale of a disclosure schedule prescribed by the Commission. Disclosure also is required to be made of commissions payable to the broker/dealer and the registered representative, as well as current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account of the customers and information on the limited market in penny stocks. These requirements generally are considered restrictive to the purchase of such stocks, and may limit the market liquidity for such securities.

 

 

6

 

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

 

The Company's executive offices are located at 445 Park Avenue Center 10th Floor New York, NY 10022, and Vancouver, British Columbia. The total premises in Vancouver are 2,000 square feet and are leased at a monthly rate of $2,625 under a lease agreement between the Company and the Secretary of the Company which expires October 1, 2017. The Company shares the space with Amanasu Techno Holdings Corp (“ATC”), shares of a reporting company under the Securities Exchange Act of 1934. Our major stockholder and officer own approximately 86% of ATC’s outstanding shares of common stock. ATC is responsible for 50% of the rent. The office in New York is rented at the rate of $119 each month and is also shared with ATC. In addition, the Company maintains an office at Suite 905, 1-6-1 Senzoku Taito-Ku Tokyo Japan, and no rent is paid by the Company.

 

ITEM 3. LEGAL PROCEEDINGS

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

The Company's common stock has traded on the NASDAQ OTC Bulletin Board since October 2002 under the symbol "AMSU".

 

The table below sets forth the high and low bid prices of the Common stock of the Company as reported by NASDAQ. The quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions. There is an absence of an established trading market for the Company's common stock, as the market is limited, sporadic and highly volatile. The absence of an active market may have an effect upon the high and low priced as reported.

 

Quarter Ended	Mar. 31	Jun. 30	Sep. 30	Dec. 31	Year
Fiscal Year 2016
Common stock price per share:
High	$ 0.08	$ 0.14	$ 0.09	$ 0.09	$ 0.14
Low	$ 0.07	$ 0.07	$ 0.09	$ 0.09	$ 0.07
Fiscal Year 2015
Common stock price per share
High	$ 0.19	$ 0.15	$ 0.15	$ 0.15	$ 0.19
Low	$ 0.15	$ 0.15	$ 0.15	$ 0.07	$ 0.07

 

Dividend Policy

 

To date we have not paid any dividends on our Common Stock and do not expect to declare or pay any dividends on our Common Stock in the foreseeable future. Payment of any dividends will be dependent upon future earnings, if any, our financial condition, and other factors as deemed relevant by our Board of Directors.

 

 

7

 

 

Although there are no restrictions on the Company's ability to declare or pay dividends, the Company has not declared or paid any dividends since its inception' and does not anticipate paying dividends in the future.

 

Holders

 

The Company has approximately 48 holders of its Common Stock as of March 24, 2016. This figure does not take into account those shareholders whose certificates are held in the name of broker-dealers or other nominees.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

The following table provides information as of December 31, 2016 regarding compensation plans under which equity securities of the Company are authorized for issuance.

 

Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	-0-	-0-	-0-
Equity compensation plans not approved by security holders	-0-	-0-	-0-
Total	-0-	-0-	-0-

 

Rule 10B-18 Transactions

 

During the year ended December 31, 2016, there were no repurchases of the Company’s common stock by the Company.

 

Recent Sales Of Unregistered Securities

 

None

 

Private Placement

 

None

 

ITEM 6. SELECTED FINANCIAL DATA

 

The Company is a smaller reporting company as defined in Item 10 (f) of Regulation S-K and therefore is not required to provide the information under this item.

 

 

 

8

 

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Amanasu Environment Corporation

 

Forward Looking Statements

 

This report and other reports filed by our Company from time to time with the United States Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to us or our management identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including those set forth in the Risk Factors on page 7. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except, as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

 

General

 

Management’s discussion and analysis of results of operations and financial condition is intended to assist the reader in the understanding and assessment of significant changes and trends related to the results of operations and financial position of the Company together with its subsidiary. This discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying financial notes, and with the Critical Accounting Policies noted below.

 

Plan of Operation

 

The Company has three main objectives during the fiscal year ending December 31, 2017. Firstly, the Company will continue in its goal to meet the capital objective of $30,000,000. Currently the company is exploring various potential investment partners in Japan, as well as China. The Company cannot predict whether it will be successful with its objective.

 

Second the Company will continue to support Amanasu Maritek Corporation's efforts on entering into marine technologies. The Company will assist for another 2 years in the design, and approval process for the product from at least two regulatory bodies: the Japanese Government, and the IMO (International Marine Organization). This approval process requires capital for additional product testing, documentation, and documentation translations. The Company believes that Amanasu Maritek Corporation's most significant hurdle will be in capital raising. The Company has already initiated documentation and application processes, and is now looking for capital to fund the project. The Company cannot predict whether it will be successful with its capital raising efforts.

 

 

9

 

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

 

Plan of Operation (continued)

 

Third, the Company is making plans to enter the reforestation industry in Japan, through Amanasu Maritek Corporation. The Company must first reach an agreement with the relevant government agencies in Japan. The Company intends to focus on the prefectures of Miyagi, Iwate and Niigata and begin operations within two years. The Company cannot predict whether it will be successful with its objective.

 

Results of Operations

 

There were no revenues for the years ended December 31, 2016 and 2015.

 

Operating expenses decreased $1,702 to $70,453 for the year ended December 31, 2016 as compared to $72,155 for the year ended December 31, 2015.

 

Interest expense increased $4,432 to $11,766 for the year ended December 31, 2016 as compared to $7,334 for the year ended December 31, 2015.

 

Liquidity and Capital Resources

 

Total current assets at December 31, 2016 was $6,038 compared to $44,279 at December 31, 2015. The decrease is due primarily due to the lower cash balance.

 

Total current liabilities as of December 31, 2016 was $333,300 compared to $289,048 at December 31, 2015. The increase is due to increases in accounts payable and accrued expenses, accrued interest and loans and advances from related parties offset partially by lower amounts due to related parties.

 

The Company's minimum cash requirements for the next twelve months are estimated to be $60,000, including rent, audit 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 acquire debt or issue and sell shares to gain capital for operations or arrange for additional shareholder or related party loans.  There is no current commitment for either of these fund sources .

 

During the year ended December 31, 2016, the Company had a net decrease in cash of $38,241. The Company’s principal sources and uses of funds were as follows:

 

Cash used in operating activities.  For the year ended December 31, 2016, the Company used $49,872 in cash for operations as compared to $97,101 in cash for the year ended December 31, 2015, primarily as a result of the increase in accounts payable and accrued expenses and the lower operating loss.

 

Cash provided by financing activities.  Net cash provided by financing activities for the year ended December 31, 2016 was $11,133 as compared to $133,584 for the year ended December 31, 2015 primarily as a result of lower advances from shareholders and officers.

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

 

10

 

 

New Accounting Pronouncements

 

No recently issued accounting pronouncements had or are expected to have a material impact on the Company’s condensed consolidated financial statements.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not Applicable.

 

 

11

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

	Pages
Financial Statements:
Reports of Independent Registered Public Accounting Firms	F-1
Consolidated Balance Sheets - December 31, 2016 and 2015	F-2
Consolidated Statements of Operations - Years Ended December 31, 2016 and 2015	F-3
Consolidated Statement of Changes in Stockholders' Deficit- As of  December  31, 2016	F-4
Consolidated Statements of Cash Flows - Years Ended December 31, 2016 and 2015	F-5
Notes to Consolidated Financial Statements	F-6

 

 

12

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

 

 

To the Board of Directors and

Stockholders of Amanasu Environment Corporation

New York, NY

 

We have audited the accompanying consolidated balance sheets of Amanasu Environment Corporation (“Company”) as of December 31, 2016 and 2015, and the related consolidated statements of comprehensive loss, changes in stockholdersí deficit, and cash flows for the years ended December 31, 2016 and 2015. The Companyís management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control overfinancial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companyís internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in Note 2 to the consolidated financial statements, the Company has negative working capital of $327,262, stockholdersí deficit attributable to the Companyís stockholders of $327,028 at December 31, 2016 and has incurred operating losses since inception. These factors, among others, raise substantial doubt about the Companyís ability to continue as a going concern. Managementís plans in regards to these matters are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.   

 

 

/s/ Paritz & Compay, P.A.

 

Hackensack, NJ

April 17, 2017

 

 

F-1

 

 

AMANASU ENVIRONMENT CORPORATION

CONSOLIDATED BALANCE SHEETS

 

	December 31,
	2016	2015
		(Restated)
ASSETS
Current Assets:
Cash	$ 6,038	$ 44,279
Total current assets	6,038	44,279
Total Assets	$ 6,038	$ 44,279
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$ 7,309	$ 7,916
Accrued expenses – related parties	31,942	10,754
Accrued interest - stockholders	22,191	10,425
Taxes payable	28,829	28,057
Loans from stockholders	228,855	207,355
Due to related parties	14,174	24,541
Total current liabilities	333,300	289,048
Commitments and Contingencies	-	-
Stockholders’ Deficit:
Common stock: authorized 100,000,000 shares of .001 par value; 44,100,816 and 44,100,816, respectively issued and outstanding	44,101	44,101
Additional paid in capital	4,793,552	4,793,552
Accumulated deficit	(5,170,041 )	(5,087,822 )
Accumulated other comprehensive income	5,360	5,609
Total Amanasu Environment Corporation stockholders' deficit	(327,028 )	(244,560 )
Non-controlling interest	(234 )	(209 )
Total stockholders' deficit	(327,262 )	(244,769 )
Total Liabilities and Stockholders' Deficit	$ 6,038	$ 44,279

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

F-2

 

 

AMANASU ENVIRONMENT CORPORATION

CONSOLIDATED STATEMENTS OF COMPRHENSIVE LOSS

 

	For the Years Ended December 31,
	2016	2015
		(Restated)
Revenue	$ -	$ -
Cost of revenue	-	-
Gross profit	-	-
General and administrative expenses	70,453	72,155
Operating loss	(70,453 )	(72,155 )
Other Expense:
Interest Expense	(11,766 )	(7,334 )
Net loss before income taxes	(82,219 )	(79,489 )
Income taxes	-	-
Net loss	(82,219 )	(79,489 )
Net loss attributable to non-controlling interest	-	-
Net loss attributable to Amanasu Environment Corp Stockholders	(82,219 )	(79,489 )
Other Comprehensive Loss:
Foreign currency translation adjustment	(274 )	(167 )
Comprehensive loss	(82,493 )	(79,656 )
Comprehensive loss attributable to non-controlling interest	(25 )	(15 )
Comprehensive loss attributable to Amanasu Environment Corporation Stockholders	$ (82,468 )	$ (79,641 )
Net loss per share – basic and diluted	$ (0.00 )	$ (0.00 )
Weighted average number of shares outstanding	44,100,816	44,100,816

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

F-3

 

 

AMANASU ENVIRONMENT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

For the Years Ended December 31, 2015 and December 31, 2016

 

 

					Accumulated
			Additional		Other
	Common Stock		Paid In	Accumulated	Comprehensive	Noncontrolling
	Shares	Amount	Capital	Deficit	Income	Interest	Total
Balance December 31, 2014	44,000,816	$ 44,101	$ 4,793,552	$ (5,008,333 )	$ 5,761	$ (194 )	$ (165,113 )
Net loss (Restated)				(79,489 )			(79,489 )
Other comprehensive loss					(152 )	(15 )	(167 )
Balance December 31, 2015 (Restated)	44,100,816	44,101	4,793,552	(5,087,822 )	5,609	(209 )	(244,769 )
Net loss				(82,219 )			(82,219 )
Other comprehensive loss					(249 )	(25 )	(274 )
Balance December 31, 2016	44,100,816	$ 44,101	$ 4,793,552	$ (5,170,041 )	$ 5,360	$ (234 )	$ (327,262 )

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

F-4

 

 

AMANASU ENVIRONMENT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

	For the Years Ended December 31,
	2016	2015
CASH FLOWS FROM OPERATIONS		(Restated)
Net loss	$ (82,219 )	$ (79,489 )
Changes in current assets and liabilities:
Decrease (increase) in certificates of deposit	-	1,000
Increase (decrease) in accounts accrued expenses -stockholders	21,188	(23,050 )
Increase (decrease) in accounts payable and accrued expenses	(607 )	(2,896 )
Increase (decrease) in accrued interest - shareholders	11,766	7,334
Net Cash Used In Operating Activities	(49,872 )	(97,101 )
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from shareholders, net of repayment	21,500	163,730
Repayment to related parties	(10,367 )	(30,146 )
Net Cash Provided By Financing Activities	11,133	133,584
Effect on Cash of Exchange Rate Changes	498	(234 )
Net change in cash	(38,241 )	36,249
Cash, beginning of year	44,279	8,030
Cash, end of year	$ 6,038	$ 44,279

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

F-5

 

 

AMANASU ENVIRONMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2016 and 2015

 

 

1. ORGANIZATION AND BUSINESS

 

Amanasu Environment Corporation (“the Company”) is a Nevada Corporation, formed in February 22, 1999. The Company’s principal business, through its wholly owned subsidiary in Japan, is in complete development of Environmental Technologies to improve the quality of life for the future of the planet. The Company is involved in all aspects of environmental technology development: research and development, marketing, sales. It also produces and acquires environmental technology and related patents. 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, conducting limited product marketing, and testing the technologies for commercial sale.

 

2. GOING CONCERN

 

The Company's consolidated financial statements have been presented assuming that the Company will continue as a going concern. As shown in the consolidated financial statements, the Company has negative working capital of 327,262 and stockholders’ deficit attributable to the Company's stockholders of $327,028 at December 31, 2016, and has incurred operating losses since inception. These conditions, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments related 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 plans, the realization of which cannot be assured, are to obtain funds from the sale of securities or working capital loans from its parent company or its officers.

 

 

F-6

 

 

AMANASU ENVIRONMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation:

 

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, and include the Company and its 91% owned subsidiary. All significant inter-company accounts and transactions have been eliminated.

 

Non-controlling Interest:

 

Non-controlling interest represents third party ownership in the net assets of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority owned subsidiaries are consolidated with those of our own, with any third party investor’s interest shown as non-controlling interest.

 

Cash and Cash Equivalents

 

For purposes of the statements of cash flows, the Company considers all short term debt securities purchased with a maturity of three months or less to be cash equivalents.

 

Impairment of Long-Lived Assets

 

The Company performs a review for potential impairment of long-lived assets whenever an event or changes in circumstances indicate the carrying value of an asset may not be recoverable.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimated.

 

Foreign Currency Translation

 

The Company’s subsidiary is located in Japan and use the currency of Japan (Yen) as its functional currency. Assets and liabilities are at the rates of exchange in effect at balance sheet dates 117.0 Japanese Yen to $ 1 USD at December 31, 2016 and 120.22 Japanese Yen to $1 USD at December 31. 2015. Equity accounts are translated at the exchange rates prevailing at the time of the transactions that established the equity accounts; and income statement items are translated at the average exchange rate for the period. There were no revenues or expenses related to the operations in Japan for the years ended December 31, 2016 and 2015. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC Topic 220, "Comprehensive Income." Gains and losses resulting from the foreign currency transactions are reflected in the statements of income.

 

 

F-7

 

 

AMANASU ENVIRONMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Development Stage Company

 

The Company is considered to be in the development stage as defined in ASC 915 “ Development Stage Entities. ” The Company is devoting substantially all of its efforts to the development of its business plans. The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

 

Fair Value of Financial Instruments

 

The Company has adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures", which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  ASC 820 describes three levels of inputs that may be used to measure fair value:

 

Level 1 – quoted prices in active markets for identical assets or liabilities.

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

 

The estimated fair value of certain financial instruments, including cash, accrued expenses and advances from stockholders and officers are carried at historical cost basis, which approximates fair values because of the short-term maturing of these instruments. We have no financial assets or liabilities measured at fair value on a recurring basis.

 

Net Income (Loss) Per Share

 

The Company computes net income (loss) per common share in accordance with pronouncements of the Financial Accounting Standards Board (FASB) and SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under these pronouncements, basic and diluted net income (loss) per common share are computed by dividing the net income (loss) available to common shareholders for each period by the weighted average number of shares of common stock outstanding during the period. Accordingly, the number of weighted average shares outstanding as well as the amount of net income (loss) per share are presented for basic and diluted per share calculations for all periods reflected in the accompanying consolidated financial statements.

 

 

F-8

 

 

AMANASU ENVIRONMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Income Taxes

 

The Company accounts for income taxes under the provisions of FASB ASC Topic 740, “Income Tax,” which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to the difference between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are measured using the enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company establishes a valuation when it is more likely than not that the assets will not be recovered. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

 

Recent Accounting Pronouncements

 

The Company does not expect recent accounting pronouncements to have a material effect on its financial position, results of operations or cash flows.

 

4. RELATED PARTY TRANSACTIONS

 

On July 21, 2015, the Board of Directors approved a $20,000 consulting fee to Lina Maki a shareholder of the Company for her management consulting time in the past. This fee is a shared expense between the Company and its affiliate Amanasu Techno Holdings Corporation. The Company has accrued its portion of the consulting fee of $10,000, as of December 31, 2015.

 

The Company also leases its office space from a shareholder of the Company. At December 31, 2016 and December 31, 2015, amounts due to the shareholder were $24,933 and $3,933, respectively. When the lease payments are made by the Company’s affiliate or the lease payments are made by the Company on behalf of affiliate, such amounts are shown as a reduction in or addition to the amount due to/from affiliate in the Company’s balance sheets. The balance due from the Company’s affiliate was $5,911 and $nil as of December 31, 2016 and 2015, respectively. The amount due to the Company’s affiliate was $nil and $3,654 as of December 31, 2016 and 2015, respectively.

 

Amanasu Corp. is the principal shareholder of the Company. The balance due from Amanasu Corp. was $29,915 and $29,113 at December 31, 2016 and 2015, respectively. The balance due to Amanasu Corp. was $50,000 and $50,000 at December 31, 2016 and 2015, respectively. The amounts bear interest at 4.45%. Accrued interest has the balance of $4,456 and $2,225 at December 31, 2016 and 2015, respectively. Interest expense associated with these loans were $2,231 and $2,225 for the years ended December 31, 2016 and 2015, respectively. No terms for repayment have been established. As a result, the amount is classified as a current liability. There was no transactions between the Company and Amanasu Corp. during the years ended December 31, 2016 and 2015.

 

The Company receives periodic advances from its principal stockholders and officers based upon the Company’s cash flow needs. Amounts bear interest at 4.45%.  At December 31, 2016 and December 31, 2015, the balance due to stockholders were $228,855 and $207,355, respectively. The balance of accrued interest was $17,735 and $8,200 at December 31, 2016 and 2015, respectively. Interest expense associated with these loans were $9,535 and $5,109 for the years ended December 31, 2016 and 2015, respectively. No terms for repayment have been established. As a result, the amount is classified as a current liability.

 

 

F-9

 

 

AMANASU ENVIRONMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

 

5. RENTALS UNDER OPERATING LEASES

 

The Company's executive offices are located at 445 Park Avenue Center 10th Floor New York, NY 10022, and Vancouver, British Columbia. The total premises in Vancouver are 2,000 square feet and are leased at a monthly rate of $2,500 and 5% tax under a lease agreement between the Company and the Secretary of the Company which expires on October 1, 2017. The Company shares the space with Amanasu Techno Holding Corporation (“ATC”), a reporting company under the Securities Exchange Act of 1934. Our major shareholder and officer own approximately 86% of ATC’s outstanding shares of common stock. ATC is responsible for 50% of the rent. The Company recorded rental expense of $17,178 and $17,178 for the years ended December 31, 2016 and 2015, respectively.

 

The following is a schedule of approximate future minimum rental payments for operating leases subsequent to the year ended December 31, 2016 based on the Company’s share of rent:

 

Year	Amount
2017	$ 11,813

 

6. INCOME TAXES

 

The Company has experienced losses since its inception. As a result, it has incurred no income tax. The Company can carry forward operating losses (NOL's) to apply against future profits for a period of twenty years in the U.S. and 80% of NOL can be carryover for nine years in Japan. The available NOL's totaled approximately $3.9 million in the U.S. and $1 million in Japan at December 31, 2016 which will expire in the years 2017 through 2036.

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

 

The tax return for the years 2013, 2014, 2015 and 2016 are subject to audit by the Internal Revenue Service.

 

The reconciliation of income tax rate at the U.S. statutory rate of 34% to the Company’s effective tax rate is as follows:

 

	2015	2016
Income tax expense at statutory rate	34 %	34 %
Change in valuation allowance	(34 %)	(34 %)
Income tax expense	-	-

 

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of December 31, 2016 are as follows:

 

	U.S.	JAPAN
Net Operating Loss Carryforwards	$ 1,321,525	$ 349,031
Valuation Allowance	(1,321,525 )	(349,031 )
Balance Recognized	$ -	$ 0

 

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of December 31, 2015 are as follows:

 

	U.S.	JAPAN
Net Operating Loss Carryforwards	$ 1,293,601	$ 349,031
Valuation Allowance	(1,293,601 )	(349,031 )
Balance Recognized	$ 0	$ 0

 

 

F-10

 

 

AMANASU ENVIRONMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

 

7. RESTATEMENT

 

The management of the Company has concluded that we should restate our financial statements as of and for the year ended December 31, 2015 due to inaccurate allocation of expenses paid by an affiliated company and miscalculation of accrued interest on stockholder loans.

 

The effect of the restatement on specific line items in the consolidated financial statements for the year ended December 31, 2015 is set forth in the table below:

 

	Consolidated Balance Sheet
	Previously Reported	Adjustments	As Restated
Accounts payable and accrued expenses	$ 25,375	$ (17,459 )	$ 7,916
Accrued expenses – related party	$ -0-	$ 10,754	$ 10,754
Accrued interest - shareholders	$ -0	$ 10,425	$ 10,425
Due to related parties	$ 46,184	$ (21,643 )	$ 24,541
Accumulated deficit	$ (5,112,581 )	$ 24,759	$ (5,087,822 )
Stockholders' deficit	$ (269,528 )	$ 24,759	$ (244,769 )

	Consolidated Statements of Operations
	Previously Reported	Adjustments	As Restated
General and administrative expenses	$ 97,965	$ (25,810 )	$ 72,155
Interest expense - stockholders and officers	$ 6,283	$ 1,051	$ 7,334
Net loss	$ (104,248 )	$ 24,759	$ (79,489 )

 

8.  SUBSEQUENT EVENTS

 

The Company evaluated all events subsequent to December 31, 2016 through the date of issuance of the financial statements and concluded that there are no significant or material transactions to be reported.

 

 

F-11

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

a) Evaluation of 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 Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), 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 PEO and PFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report.  Based upon that evaluation, the PEO and PFO concluded that the Company’s disclosure controls and procedures were not effective.

 

b) Management’s Annual Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f).  A system of internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

 

Under the supervision and with the participation of management, including the principal executive officer and the principal financial officer, the Company’s management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2016, based on the criteria established in a report entitled “Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission” and the interpretive guidance issued by the Commission in Release No. 34-55929.  Based on this evaluation, the Company’s management has evaluated and concluded that the Company’s internal control over financial reporting was ineffective as of December 31, 2016, and identified the following material weaknesses:

 

●

There is a lack of accounting personnel with the requisite knowledge of GAAP and the financial reporting requirements of the SEC.

 

●

There are insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.

 

●

There is a lack of segregation of duties, in that we only had one person performing all accounting-related duties.

 

Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, our management believes that the financial statements included in its reports fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

 

 

13

 

 

ITEM 9A. CONTROLS AND PROCEDURES (continued)

 

b) Management’s Annual Report on Internal Control over Financial Reporting (continued)

 

The Company will continue its assessment on a quarterly basis.  We plan to hire personnel and resources to address these material weaknesses.  We believe these issues can be solved with hiring accounting support and plan to do so as soon as we have funds available for this.  

 

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.  The Company’s registered public accounting firm was not required to issue an attestation on its internal controls over financial reporting pursuant to temporary rules of the Securities and Exchange Commission.  The Company will continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.

 

c) Changes in Internal Control over Financial Reporting  

 

There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-

15(f) under the Securities Exchange Act) during the year ended December 31, 2016, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

14

 

 

ITEM 9B. OTHER INFORMATION

 

Not Applicable.

 

Part III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The directors and executive officers of the Company, their ages, and the positions they hold are set forth below. The directors of the Company hold office until the next annual meeting of stockholders of the Company and until their successors in office are elected and qualified. All officers serve at the discretion of the Board of Directors.

 

Directors / Officers

 

Name		Age			Since		Position
Atsushi Maki		64			1999		Chairman & Chief Executive Officer

 

Atsushi Maki has been the President, Chief Financial Officer, Chairman and Director of the Company since November 10, 1999. During the past ten years, Mr. Maki has been an independent businessman involved mainly in real estate development projects in Japan. In 1995, he served as a Director of the Japan-Korea Cooperation Committee along with the former Prime Minister of Japan who acted as the Chairman of the committee. In 1999, he was responsible for establishing the Japan-China Association, a foundation for fostering better relations between the two nations. He served as a director of the association, along with the Chairman of Sony Corporation and the Honorary Chairman of Toyota Motor Corporation.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The compensation for all directors and officers individually for services rendered to the Company for the years ended December 31, 2016 and December 31, 2015.

 

Compensation Summary

 

	Annual Compensation
Name and Principle Position	Year	Salary ($)	Bonus ($)	Other ($)
Atsushi Maki (Chairman, President)	2016	-0-	-0-	-0-
	2015	-0-	-0-	-0-

The officer of the Company is not full time employees. Presently, the Company does not have a formal conflicts of interest policy governing its officers and directors. In addition, the Company does not have written employment agreements with its officer. Its officer intends to devote sufficient business time and attention to the affairs of the Company to develop the Company's business in a prudent and business-like manner. However, the principal officer is engaged in other businesses related and unrelated to the business of the Company, and in the future, will engage in other business ventures. A future arrangement will be subject to the approval of the Company's board of directors. Except for the arrangement with Ms. Lei, the Company and its officers have agreed that the officers of the Company will not receive any other compensation until such time as the Company reaches profitability for a full fiscal quarter. The terms of any such employment arrangement have not been determined at this time. Other than as indicated above, the Company did not have any other form of compensation payable to its officers or directors, including any stock option plans, stock appreciation rights, or long term incentive plan awards for the periods during the above fiscal years.

 

The Company's directors received no other fees for their services in such capacity; however, they will be reimbursed for expenses incurred by them in connection with the Company's business.

 

15

 

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table will identify, as of March 24, 2017, the number and percentage of outstanding shares of common stock of the Company owned by (i) each person known to the Company who owns more than five percent of the outstanding common stock, (ii) each officer and director, and (iii) and officers and directors of the Company as a group. The following information is based upon 44,100,816 shares of common stock of the Company which are issued and outstanding as of March 24, 2017. The address for each individual below is 445 Park Avenue Center 10th Floor New York, NY 10022, the address of the Company.

 

Title of Security		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership (1)	Percent of Class
Common Stock		Amanasu Corporation (2) #902 Ark Towers 1-3-40 Roppongi Minato-ku Tokyo Japan		33,000,000	74.9 %
Common Stock		Atsushi Maki (3) (4)		35,858,500	81.3 %
Common Stock		Lina Lei (4)		35,858,500	81.3 %
Common Stock		Officers and Directors, as a group (2 persons)		35,858,500	81.3 %

 

(1). "Beneficial ownership" means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial ownership includes shares underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.

 

(2). Mr. Atsushi Maki, the Company's Chairman and President, is the sole shareholder of Amanasu Corporation and is deemed the beneficial owner of such shares.

 

(3). Includes 1,496,000 shares of common stock held individually by Mr. Maki, 1,000,000 shares of common stock deposited with a third party (see "Item 12 "Certain Relationships and Related Transactions"), 33,000,000 shares of common stock held by Amanasu Corporation, and 362,500 shares of common stock held by Lina Lei. Mr. Maki disclaims beneficial ownership of the shares held by Lina Lei.  Mr. Maki and Ms. Lei are related parties (married).

 

(4). Includes 362,500 shares of common stock held individually by Ms. Lei, and 35,490,000 shares of common stock beneficially owned by Atsushi Maki. Ms. Lei disclaims beneficial ownership of the shares held by Atsushi Maki.

 

 

 

16

 

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

On July 21, 2015, the Board of Directors approved a $20,000 consulting fee to Lina Maki a shareholder of the Company for her management consulting time in the past. This fee is a shared expense between the Company and its affiliate Amanasu Techno Holdings Corporation. The Company has accrued its portion of the consulting fee of $10,000, as of December 31, 2015.

 

The Company also leases its office space from a shareholder of the Company. At December 31, 2016 and December 31, 2015, amounts due to the shareholder were $24,933 and $3,933, respectively. When the lease payments are made by the Company’s affiliate or the lease payments are made by the Company on behalf of affiliate, such amounts are shown as a reduction in or addition to the amount due to/from affiliate in the Company’s balance sheets. The balance due from the Company’s affiliate was $5,911 and $nil as of December 31, 2016 and 2015, respectively. The amount due to the Company’s affiliate was $nil and $3,654 as of December 31, 2016 and 2015, respectively.

 

Amanasu Corp. is the principal shareholder of the Company. The balance due from Amanasu Corp. was $29,915 and $29,113 at December 31, 2016 and 2015, respectively. The balance due to Amanasu Corp. was $50,000 and $50,000 at December 31, 2016 and 2015, respectively. The amounts bear interest at 4.45%. Accrued interest has the balance of $4,456 and $2,225 at December 31, 2016 and 2015, respectively. Interest expense associated with these loans were $2,231 and $2,225 for the years ended December 31, 2016 and 2015, respectively. No terms for repayment have been established. As a result, the amount is classified as a current liability. There was no transactions between the Company and Amanasu Corp. during the years ended December 31, 2016 and 2015.

 

The Company receives periodic advances from its principal stockholders and officers based upon the Company’s cash flow needs. Amounts bear interest at 4.45%.  At December 31, 2016 and December 31, 2015, the balance due to stockholders were $228,855 and $207,355, respectively. The balance of accrued interest was $17,735 and $8,200 at December 31, 2016 and 2015, respectively. Interest expense associated with these loans were $9,535 and $5,109 for the years ended December 31, 2016 and 2015, respectively. No terms for repayment have been established. As a result, the amount is classified as a current liability.

 

 

17

 

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The following table presents the aggregate fees for professional audit services and other services rendered by Michael F. Albanese, CPA, our independent registered public accountants for the years ended December 31, 2016 and 2015 as well as the first quarter of 2016 and to Paritz and Company for the second and third quarters of 2016.

 

	2016	2015
Audit Fees – Micchael Albanese, CPA	$ 2,500	$ 21,163
Audit Fees – Paritz & Company	17,500	4,000
Audit-Related Fees	-	-
Total Audit and Audit-Related Fees	20,000	25,163
Tax Fees	-	-
All Other Fees	-	-
Total	$ 20,000	$ 25,163

 

Audit Fees.   This category includes the audit of the Company’s financial statements, and reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q.  It also includes advice on accounting matters that arose during, or as a result of, the audit or the review of interim financial statements, and services which are normally provided in connection with regulatory filings, or in an auditing engagement.

 

Audit Related Fees, tax and other fees. No other fees under these categories were paid to Paritz and Company in 2016. No fees under these categories were paid to Michael F. Albanese, CPA in 2015.

 

 

 

18

 

 

ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES

 

a. Financial Statements and Schedules

 

The financial statements are set forth under Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.

 

b. Exhibit Listing

 

3(i)(a)		Articles of Incorporation of the Company (Incorporated by reference to the Company's Form 10-SB filed on June 20, 2001).
3(i)(b)		Certificate of Amendment to Articles of Incorporation (Incorporated by reference to the Company's Form 10-SB filed on June 20, 2001).
3(i)(c)		Certificate of Amendment to Articles of Incorporation (Incorporated by reference to the Company's Form 10-KSB filed on March 31, 2003).
3(ii)(a)		Amended and Restated By - Laws of the Company (Incorporated by reference to the Company's Form 10-SB filed on June 20, 2001).
10(i)		Agreement between Family Corporation and the Company dated December 15, 1999. (Incorporated by reference to the Company's Form 10-SB filed on June 20, 2001).
10(ii)		License agreement between the Company and Masaichi Kikuchi dated June 8, 2000. (Incorporated by reference to the Company's Form 10-SB filed on June 20, 2001).
10(iii)		Technical Consulting Agreement the Company and Masaichi Kikuchi dated June 9, 2001. (Incorporated by reference to the Company's Form 10-SB filed on June 20, 2001).
10(iv)		Amendment No. 1 to Licensing Agreement dated July 30, 2001, however, effective June 8, 2000 by and between the Company and Masaichi Kikuchi. (Incorporated by reference to the Company's Form 10-SB/A filed on August 9, 2001).
10(v)		License Agreement made as of September 30, 2002 by and between the Company and Sanyo Kogyo Kabushiki Gaisha and Ever Green Planet Corporation. (Incorporated by reference to the Company's Form 10-KSB filed on March 31, 2003).
10(vi)		Addendum to License Agreement made as of September 30, 2002 by and between the Company and Sanyo Kogyo Kabushiki Gaisha and Ever Green Planet Corporation. (Incorporated by reference to the Company's Form 10-KSB filed on March 31, 2003).
10(vii)		Stock Purchase Agreement dated May 14, 2003 by and between the Company and Jipangu, Inc.
10(viii)		Desalination License Agreement made as of May 30, 2003 by and between the Company Etsuro Sakagami. (Incorporated by reference to the Company's Form 10-QSB filed on August 13, 2003).
31		Certification under Section 906 of the Sarbanes-Oxley Act.
32		Certification under Section 906 of the Sarbanes-Oxley Act.
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*

 

* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

 

 

19

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Amanasu Environment Corporation
	By:	/s/ Atsushi Maki
		Atsushi Maki
		Chairman & Chief Executive Officer
		Chief Financial Officer
		April 17, 2017

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

		/s/ Atsushi Maki
		Atsushi Maki
		Director
		April 17, 2017

 

 

  20