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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Amanasu Technologies Corp (CE) | USOTC:ANSU | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
Nevada
|
|
98-0351508
|
(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)
|
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
Non-accelerated
filer ☐
|
Smaller
reporting company ☑
|
Reference
|
Section Name
|
Page
|
PART
I
|
|
|
|
|
|
Item
1.
|
Business
|
4
|
Item
1A.
|
Risk
Factors
|
5
|
Item
1B.
|
Unresolved
Staff Comments
|
8
|
Item
2.
|
Properties
|
8
|
Item
3.
|
Legal
Proceedings
|
8
|
Item
4.
|
Mine
Safety Disclosures
|
8
|
|
|
|
PART
II
|
|
|
|
|
|
Item
5.
|
Market
for Registrant's Common Equity, Related Stockholder Matters, and
Issuer Purchases of Equity Securities
|
9
|
Item
6.
|
Selected
Financial Data
|
10
|
Item
7.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
10
|
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
|
13
|
|
Balance
Sheets
|
14
|
|
Statements
of Operations
|
15
|
|
Statements
of Changes in Stockholder's Equity
|
16
|
|
Statements
of Cash Flows
|
17
|
|
Notes
to Financial Statements
|
18
|
Item
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
22
|
Item
9A.
|
Controls
and Procedures
|
22
|
Item
9B.
|
Other
Information
|
23
|
|
|
|
PART
III
|
|
|
|
|
|
Item
10.
|
Directors,
Executive Officers and Corporate Governance
|
24
|
Item
11.
|
Executive
Compensation
|
24
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
25
|
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
26
|
Item
14.
|
Principal
Accounting Fees and Services
|
26
|
|
|
|
PART
IV
|
|
|
|
|
|
Item
15.
|
Exhibits
and Financial Statement Schedules
|
27
|
|
Signatures
|
28
|
Quarter
Ended
|
Mar. 31
|
Jun. 30
|
Sep. 30
|
Dec. 31
|
Year
|
Fiscal Year
2016
|
|
|
|
|
|
Common stock price
per share:
|
|
|
|
|
|
High
|
$
0.155
|
$
0.058
|
$
0.058
|
$
0.188
|
$
0.155
|
Low
|
$
0.035
|
$
0.025
|
$
0.045
|
$
0.030
|
$
0.025
|
Fiscal Year
2015
|
|
|
|
|
|
Common stock price
per share
|
|
|
|
|
|
High
|
$
0.080
|
$
0.150
|
$
0.130
|
$
0.208
|
$
0.208
|
Low
|
$
0.065
|
$
0.060
|
$
0.060
|
$
0.055
|
$
0.055
|
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-
|
|
Pages
|
Consolidated
Financial Statements:
|
|
|
|
Reports
of Independent Registered Public Accounting Firm
|
13
|
|
|
Consolidated
Balance Sheets - December 31, 2016 and 2015
|
14
|
|
|
Consolidated
Statements of Operations - Years Ended December 31, 2016 and
2015
|
15
|
|
|
Consolidated
Statement of Changes in Stockholders' Deficit - As of
December 31, 2016
|
16
|
|
|
Consolidated
Statements
of Cash Flows - Years Ended December 31, 2016 and 2015
|
17
|
|
|
Notes
to Consolidated Financial Statements
|
18
|
|
December 31,
|
|
|
2016
|
2015
|
|
|
(Restated)
|
ASSETS
|
|
|
Current
Assets:
|
|
|
Cash
|
$
5,018
|
$
13,302
|
|
|
|
Total
current assets
|
5,018
|
13,302
|
|
|
|
Other
Assets:
|
|
|
Due from
affiliate
|
-
|
3,654
|
Total
other assets
|
-
|
3,654
|
|
|
|
Total
Assets
|
$
5,018
|
$
16,956
|
|
|
|
LIABILITIES
& STOCKHOLDERS' DEFICIT
|
|
|
Current
Liabilities:
|
|
|
Accrued expenses
– shareholders and officers
|
$
77,015
|
$
40,285
|
Due to
affiliate
|
5,911
|
-
|
Deposit on purchase
of common stock
|
61,030
|
61,030
|
Advances from
shareholders and officers
|
261,575
|
237,900
|
|
|
|
Total
current liabilities
|
405,531
|
339,215
|
|
|
|
Commitments and
contingencies
|
-
|
-
|
|
|
|
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
|
(2,000,360
)
|
(1,922,106
)
|
Total
stockholders' deficit
|
(400,513
)
|
(322,259
)
|
|
|
|
Total
Liabilities and Stockholders' Deficit
|
$
5,018
|
$
16,956
|
|
For
the Years Ended
December
31,
|
|
|
2016
|
2015
|
|
|
(Restated)
|
Revenue
|
$
-
|
$
-
|
Cost of goods
sold
|
-
|
-
|
Gross
profit
|
-
|
-
|
|
|
|
Selling, general
and administrative expenses
|
66,903
|
71,213
|
|
|
|
Operating
loss
|
(66,903
)
|
(71,213
)
|
|
|
|
Other
expense:
|
|
|
Interest expense
– shareholders and officers
|
(11,351
)
|
(10,290
)
|
|
|
|
Net
loss before income taxes
|
(78,254
)
|
(81,503
)
|
|
|
|
Income
taxes
|
-
|
-
|
|
|
|
Net
loss
|
$
(78,254
)
|
$
(81,503
)
|
|
|
|
Loss
per share - Basic and Diluted
|
$
(0.00
)
|
$
(0.00
)
|
|
|
|
Weighted
average number of common shares outstanding – Basic and
Diluted
|
46,956,300
|
46,956,300
|
|
Common
Stock
|
Additional
Paid
In
|
Accumulated
|
|
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
|
|
|
|
|
|
Balance, December
31, 2014
|
46,756,300
|
$
46,956
|
$
1,552,891
|
$
(1,840,603
)
|
$
(240,756
)
|
Net loss
(Restated)
|
|
|
|
(81,503
)
|
(81,503
)
|
Balance, December
31, 2015 (Restated)
|
46,956,300
|
46,956
|
1,552,891
|
(1,922,106
)
|
(322,259
)
|
Net
loss
|
|
|
|
(78,254
)
|
(78,254
)
|
Balance, December
31, 2016
|
46,956,300
|
$
46,956
|
$
1,552,891
|
$
(2,000,360
)
|
$
(400,513
)
|
Cash paid for
interest
|
$
-
|
$
7,592
|
Cash paid for
taxes
|
$
-
|
$
-
|
|
For the
Year Eneded December 31,
|
|
|
2015
|
2016
|
Income tax expense
at statutory rate
|
34
%
|
34
%
|
Change in valuation
allowance
|
(34
%)
|
(34
%))
|
Income tax
expense
|
-
|
-
|
|
2015
|
2016
|
Net Operating Loss
Carryforwards
|
$
680,122
|
$
653,516
|
Valuation
Allowance
|
(680,122
)
|
(653,516
)
|
Deferred Tax
Asset
|
$
-
|
$
-
|
Year
|
|
Amount
|
2017
|
|
$11,813
|
|
Consolidated Balance Sheet
|
||
|
Previously Reported
|
Adjustments
|
As Restated
|
|
|
|
|
Due
from affiliate
|
$
25,297
|
$
(21,643
)
|
$
3,654
|
Accrued
expenses - stockholders and officers
|
$
43,885
|
$
(3,600
)
|
$
40,285
|
Accumulated
deficit
|
$
(1,904,063
)
|
$
(18,043
)
|
$
(1,922,106
)
|
Stockholders'
deficit
|
$
(304,216
)
|
$
(18,043
)
|
$
(322,259
)
|
|
|
|
|
|
Consolidated Statements of Operations
|
||
|
Previously Reported
|
Adjustments
|
As Restated
|
|
|
|
|
Selling,
general and administrative expenses
|
$
49,570
|
$
21,643
|
$
71,213
|
Interest
expense - stockholders and officers
|
$
13,890
|
$
(3,600
)
|
$
10,290
|
Net
loss
|
$
(63,460
)
|
$
(18,043
)
|
$
(81,503
)
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Atsushi
Maki
|
|
68
|
|
Chairman,
Chief Executive Officer, Director
|
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,
Minatoku, Tokyo, Japan
|
|
|
35,000,000
|
|
|
|
74.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Atsushi
Maki(3)
|
|
|
40,373,700
|
|
|
|
86.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Lina
Lei(4)
|
|
|
40,373,700
|
|
|
|
86.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Officers
and Directors, as a group (3 persons)
|
|
|
40,373,700
|
|
|
|
86.4
|
%
|
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, a director of the Company, is the sole shareholder of
Amanasu Corporation and is deemed the beneficial owner of such
shares.
|
|
|
3.
|
Includes
4,873,700 shares of common stock held individually by Mr. Maki,
35,000,000 shares of common stock held by Amanasu Corporation, and
500,000 shares of common stock held by Lina Lei. Mr. Maki disclaims
beneficial ownership of the shares held by Lina Lei.
|
|
|
4.
|
Includes
500,000 shares of common stock held individually by Ms. Lei, and
39,873,700 shares of common stock beneficially owned by Atsushi
Maki, Ms. Lei's spouse. Ms. Lei disclaims beneficial ownership of
the shares held by Atsushi Maki.
|
|
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/A filed on June 21, 2002).
|
|
|
|
|
3(i)(b)
|
Certificate
of Amendment to Articles of Incorporation. (Incorporated by
reference to the Company's Form 10-SB/A filed on June 21,
2002).
|
|
|
|
|
3(i)(c)
|
Certificate
of Amendment to Articles of Incorporation. (Incorporated by
reference to the Company's Form 10-SB/A filed on June 21,
2002).
|
|
|
|
|
3(i)(d)
|
Certificate
of Amendment to Articles of Incorporation. (Incorporated by
reference to the Company's Form 10-SB/A filed on June 21,
2002).
|
|
|
|
|
3(ii)(a)
|
Amended
and Restated By - Laws of the Company. (Incorporated by reference
to the Company's Form 10-SB/A filed on June 21, 2002).
|
|
|
|
|
10(i)
|
License
agreement between the Company and Yasunori Takahashi, Yoshiaki
Takahashi and Y.T. Magnet Corporation, dated February 10, 2000.
(Incorporated by reference to the Company's Form 10-SB/A file on
June 21, 2002).
|
|
|
|
|
10(ii)
|
Agreement
between Family Corporation and the Company dated March 10, 2000.
(Incorporated by reference to the Company's Form 10-SB/A filed on
June 21, 2002).
|
|
|
|
|
|
Consultation
Agreement between Lina Lei and the Company made on May 12, 2002.
(Form 10KSB filed on March 31, 2003)
|
|
|
|
|
|
Consultation
Agreement between Lina Lei and the Company made on May 12, 2002.
(Form 10KSB/A filed on July 21, 2003)
|
|
|
|
|
Exhibit
31
|
Certification
Pursuant To Section 302 Of The Sarbanes-Oxley Act Of
2002.
|
|
|
|
|
Exhibit
32
|
Certification
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
LAB
|
XBRL
Labels Linkbase Document*
|
|
|
|
|
101
PRE
|
XBRL
Presentation Linkbase Document*
|
|
|
|
|
101
DEF
|
XBRL
Definition Linkbase Document*
|
|
Amanasu Techno Holdings Corporation
|
|
|
|
|
|
|
|
By:
|
/s/ Atsushi
Maki
|
|
|
|
Atsushi
Maki
|
|
|
|
Chairman
& Chief Executive Officer
|
|
|
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
April
17, 2017
|
|
|
By:
|
/s/
Atsushi Maki
|
|
|
|
Atsushi
Maki
|
|
|
|
Director
|
|
|
|
|
|
|
|
April
17, 2017
|
|
1 Year Amanasu Technologies (CE) Chart |
1 Month Amanasu Technologies (CE) Chart |
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