Quarterly Report (10-q)

 

 

 

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: June 30, 2016

 

☐  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, 10 th Floor New York, NY 10022

(Address of principal executive offices)

 

[phone]

(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, or a non-accelerated filer, or a smaller reporting company. See the definitions 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	☒

 

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 August 8, 2016, there were 46,956,300 shares outstanding of the registrant’s common stock.

 

 

 

 

 

AMANASU TECHNO HOLDINGS CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2016

 

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	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	9
Item 4.	Controls and Procedures.	10
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	10
Item 1A.	Risk Factors.	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	10
Item 3.	Defaults Upon Senior Securities.	10
Item 4.	Mine Safety Disclosures.	10
Item 5.	Other Information.	10
Item 6.	Exhibits.	11
Signatures		12

 

 

 

 

A MANASU TECHNO HOLDINGS CORPORATION

BALANCE SHEETS

(Unaudited)

 

	June 30, 2016	December 31, 2015
ASSETS
Current Assets:
Cash	$ 8,581	$ 13,302
Total current assets	8,581	13,302
Other Assets:
Due from affiliate	21,072	25,297
Total other assets	21,072	25,297
Total Assets	$ 29,653	$ 38,599
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
Accrued expenses – shareholders and officers	$ 49,397	$ 43,885
Advances from shareholders and officers	255,775	237,900
Deposit on stock purchase	61,030	61,030
Total current liabilities	366,202	342,815
Total liabilities	366,202	342,815
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	1,542,891	1,542,891
Paid in capital	10,000	10,000
Accumulated deficit	(1,936,396	(1,904,063 )
Total stockholders' deficit	(336,549	(304,216 )
Total Liabilities and Stockholders' Deficit	$ 29,653	$ 38,599

 

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

 

 

1

 

 

AMANASU TECHNO HOLDINGS CORPORATION

STATEMENTS OF OPERATIONS

 (Unaudited)

 

	Three Month Periods Ended June 30,		Six Month Periods Ended June 30,
	2016	2015	2016	2015
Revenue	$ -	$ -	$ -	$ -
Cost of Goods Sold	-	-	-	-
Gross Profit	-	-	-	-
General and administrative expenses	8,867	15,430	26,821	58,253
Total operating expenses	8,867	15,430	26,821	58,253
Operating loss	(8,867 )	(15,430 )	(26,821 )	(58,253 )
Other Expense:
Interest Expense – shareholders and officers	(2,835 )	(2,375 )	(5,512 )	(4,710 )
Net loss	$ (11,702 )	$ (17,805 )	$ (32,333 )	(62,963 )
Loss per share - Basic and Diluted-	$ -	$ -	$ -	$ -
Weighted average number of common shares outstanding	46,956,300	46,956,300	46,956,300	46,956,300

 

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

 

 

2

 

 

AMANASU TECHNO HOLDINGS CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

 

	Six Months Ended  June 30, 2016	Six Months Ended  June 30, 2015
CASH FLOWS FROM OPERATIONS
Net loss	$ (32,333 )	$ (62,963 )
Adjustments to reconcile net loss to net cash consumed by operating activities:
Changes in assets and liabilities:
Increase (decrease) in accrued expenses – shareholders and officers	5,512	4,944
Total Cash Used in Operating Activities	(26,821 )	(58,019 )
CASH FLOWS FROM INVESTING ACTIVITIES
Increases (decrease) in amounts due from affiliate	4,225	-
Total Cash Provided By Investing Activities	4,225	-
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits for common stock	-	61,030
Loans from shareholder and officer	17,875	-
Repayment of loans from shareholders and officers	-	(15,550 )
Total Cash Provided by Financing Activities	17,875	45,480
Net Change In Cash	(4,721 )	(12,539 )
Cash balance, beginning of period	13,302	16,410
Cash balance, end of period	$ 8,581	$ 3,871

Supplemental disclosures of cash flow information:

Cash paid for interest	$ -	$ 7,592
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

June 30, 2016

(Unaudited)

 

1. BASIS OF PRESENTATION

 

In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the financial position of the Company as of June 30, 2016, the results of operations for the three and six months ended June 30, 2016 and 2015, and statements of cash flows for the six months ended June 30, 2016 and 2015.  These results are not necessarily indicative of the results to be expected for the full year.  The financial statements have been prepared in accordance with the requirements of Form 10-Q and consequently do not include disclosures normally made in an Annual Report on Form 10-K.  The December 31, 2015 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, 2015, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2016 (the “Annual Report”).

 

2. GOING CONCERN UNCERTAINTY

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company had a working capital deficiency of $357,621 and an accumulated deficit of $1,936,396 at June 30, 2016, and a record of continuing losses. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The 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.

 

3. RELATED PARTY TRANSACTIONS

 

The Company receives periodic advances from its principal stockholders and officers based upon the Company’s cash flow needs. All advances bear interest at 4.45%. During the six months ended June 30, 2016, the Company borrowed $17,875. At June 30, 2016 and December 31, 2015, $255,775 and $237,900, respectively, was due to the shareholders and officers, and accrued interest of $45,646, and $40,134 at June 30, 2016 and December 31, 2015, respectively. Interest expense associated with this loan was $2,835 and $5,512 for the three and six months ended June 30, 2016, respectively as compared to $2,375 and $4,710 for the three and six months ended June 30, 2015, respectively. No terms for repayment have been established. As a result, the amount is classified as a current liability.

 

The Company also leases it office space from a shareholder of the Company. At June 30, 2016 and December 31, 2015, amounts due to the shareholder was. $3,751

 

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 June 30, 2016 through the issuance of the accompanying financial statements and determined that no significant subsequent event need to be disclosed.

 

 

4

 

 

I TEM 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, 2015, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2016 (the “Annual Report”).

 

COMPANY OVERVIEW

 

Amanasu Techno Holdings Corporation ("Company") was incorporated in the State of Nevada on December 1, 1997 under the name of Avani Manufacturing (China) Inc. The Company changed its name to Genesis Water Technology on August 17, 1999, and to Supreme Group International, Inc. on December 24, 2000. On June 7, 2001, it changed its name to Amanasu Technologies Corporation. It changed its name again on December 21, 2007 to Amanasu Techno Holdings Corporation. The Company is a development stage company, and has not conducted any operations or generated any revenue since its inception.

 

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: [phone]. 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: [phone].

 

 

5

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

 

The Company has 2 technologies which the Company believes have great market potential. The first technology is a fast microbe detection system for processed and unprocessed foods, called Biomonitec Glaze by NMG Inc., a Japanese corporation. Traditional microbe level detection systems take at least 24 hours to process; however, this mobile system can process the same information in 15 minutes. The Company is currently searching for investment partners to fund initial sales and marketing efforts. The second 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 seeking, manufacturing partners.

 

On April 27th, 2009, the Company acquired Amanasu Water Corporation from its sister company Amanasu Environment Corporation and renamed it Amanasu Support Corporation. During the quarter ending March 31, 2013 The Company sold its 100% ownership of Amanasu Support Corporation, formerly named Amanasu Water Corporation (Water) to its parent company, Amanasu Corporation (Japan) for $10,000. Because the subsidiary had an excess of liabilities over the assets transferred on the sale, the excess was transferred to paid-in capital.

 

History

 

The Company is a development stage company and significant risks exist with respect to its business (see "Cautionary Statements" below). The Company received the exclusive worldwide rights to a high efficiency electrical motor and a high-powered magnet both of which are used in connection with an electrical motor scooter. The technologies were initially acquired under a license agreement with Amanasu Corporation, formerly Family Corporation. Amanasu Corporation, a Japanese company and the Company's largest shareholder, acquired the rights to the technologies under a licensing agreement with the inventors. Amanasu Corporation subsequently transferred the right to the Company, and the Company succeeded to the exclusive, worldwide rights. Atsushi Maki, a director and officer of the Company, is the sole shareholder of Amanasu Corporation. 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, constructing four proto-type motor scooters and various testing of the technologies and the motor scooter.

 

The market place for electric scooters has become intensely competitive, thus offering rapid battery recharge time and more economical sale prices are prerequisites to compete successfully. To meet the economical sale price requirement the Company planned to conduct their manufacturing in China to reduce cost, and hoped it would meet the Company's expectations; however, significant difficulty with protecting the Company's proprietary technology unexpectedly emerged. In addition to proprietary issues, there were major concerns in customer service follow-ups (i.e. product warranty, maintenance, etc). The Company realized that with minimal control of the manufacturing standards in China, the result of safety related incidents, if not managed appropriately, would prove to be an overwhelming liability for the Company. To solve the two major issues, the Company decided to initiate a cooperative with a company that already produces completed electric scooters in a successful marketing condition. Evader Motorsports, Inc. ("Evader"), an electric motorcycle producer, entered into an International Distributor Agreement, whereby the Company is appointed as an exclusive distributor of Evader products. Evader, in turn, would manage customer-service concerns. The Company was granted the exclusive rights for the motorcycle retail industry in Japan, with the right to include other marketing channels provided that it was agreed upon by both parties. The Company also considered Evader as a prospective company to share its technology with to create improved and more advanced electric scooters. The Company believed that with a combined effort using both companies' resources and technology, the resulting product would make a stronger impact on the market.

 

 

6

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

 

History (continued)

 

Further marketing research was carried out comparing current electric scooters on the market and Evader's scooters. The research concluded that further refinement in several areas were required. First the retail price of the Evader scooters was too high to be competitive in the Japanese market. The research also found that a new company recently began importing electric scooters from China to Japan directly. The quality of their product is unclear; however, the retail price of the new company's product effectively competes in the Japanese market. The refinements needed to make the Evader scooters competitive economically would take too much time, thus the Company has decided to discontinue business relations with Evader, and abandon the electric scooter project; however, the Company still holds the related patents.

 

In place of the electric scooter, other projects including a cooperative effort with Seems Inc., formerly introduced as Pixen Inc. and their breakthrough "Bio-scent technology" are in development. Seems Inc. is a Pioneer in the newly developed bio-scent technology industry. Bio-scent technology involves the application of "scent data transmission", a digitized form of scents, in various industries such as biotechnology, medical care, environment, security, etc in addition to common aroma therapy. Due to its revolutionary technologies, Seems has been able to become a multi-million dollar company in less than 6 years and is expected to become public. Its DAA (Defensive Aromatic Air) is its current flagship product.

 

In addition to being an air purifying system, Seems' DAA effectively removes up to 91% of air pollutants such as ammonia, and by products of cigarette smoke. It also provides odor neutralization, and air-borne anti-bacterial effects. Seems has also developed a scent-particle sensor, which is programmable to detect certain scent particles. This sensor is 1000 times more sensitive than even a dog’s sense of smell. This scent detection system can be applied in fields such cancer detection. All diseases carry a scent profile that is undetectable by the human senses. Seems' sensor is able to detect these scent profiles and display the digitized scent data.

 

With uncertainty in the amount of time taken to obtain approval from the FDA for various technologies by Seems Inc, the Company decided to begin a new project in the Food/Beverage industry, specifically Franchise management under the new leadership of Yukinori Yoshino, who was appointed President of the Company as of October 16th, 2007; however, due to personal reasons unrelated to the Company, Mr. Yoshino stepped down as President as of May 11, 2009, with the Chairman Mr. Atsushi Maki assuming the position of Chief Executive Officer.

 

PRODUCTS

 

Electric Motor Scooter

 

The Company initial intentions were to participate in the emerging electric vehicle market by using its licensed technologies to design, manufacture, and market lightweight, electric motor scooters. The Company planned to provide its own battery charging technology to Evader Motorcycle, Inc. to develop an improved electric scooter aiming at the Japan and Southeast Asian markets; however, with recently marketing research, the Evader product was not able to meet the Company's pricing standards. The Company's electric scooter project will be on hold until more customer-service related resources can be attained.

 

 

7

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

 

PRODUCTS (continued)

 

Automated Human Waste Disposal Unit “Haruka”

 

This technology collects human waste of hospital, and other care facility patients on an individual basis through an automated system (patents pending). The non-invasive collection mechanism is fastened to patient, which in turn is connected to the collector itself. The part attached to the patient contains several cleaning mechanisms, which are activated automatically through the unit's controller. The collection unit can then be emptied by an attending care professional when the unit is full. The Company believes that the hospital, and related care industries will greatly benefit from this form of technology. With an automated system, care professional will be able to more effectively allocate their time to more critical patient needs, while at the same time the patient is provided with more comfort. The Company plans to utilize government health care initiatives to reduce the cost the purchaser (varies by market), which the company believes is the cornerstone to the project that will in turn help revolutionize the care industry.

 

The Company believes that the Haruka is a Class I medical device, which has a much shorter approval process. The Company has tentative plans for production, however, cannot guarantee this production schedule.

 

  PLAN OF OPERATION

 

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.

 

The Company will continue to develop and market two technologies which the Company believes have great market potential.

 

The first technology is a fast microbe detection system for processed and unprocessed foods, called Biomonitec Glaze by NMG Inc., a Japanese corporation. Traditional microbe level detection systems take at least 24 hours to process; however, this mobile system can process the same information in 15 minutes. The Company is currently searching for investment partners to fund initial sales and marketing efforts.

 

The second 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.

 

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. There will be no assurance that the Company will be able to raise the fund on an acceptable term or at all.

 

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.

 

 

8

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

 

Results of Operations

 

General and administrative expenses decreased $6,563 (42.5%) and $31,432 (54.0%) to $8,867 and $26,821, respectively, for the three and six months June 30, 2016 as compared to $15,430 and $58,253 for the three and six months ended June 30, 2015 primarily as a result of lower professional fees.

 

As a result of the above, the Company incurred losses from operations of $8,867 and $26,821 for the three and six months ended June 30, 2016 as compared to losses from operations of $15,430 and $58,253 for the three and six months ended June 30, 2015.

 

Interest expense increased modestly as a result of the increase in advances from shareholders and officers.

 

As a result of the above, the Company incurred net losses of $11,702 and $32,333, respectively, for the three and six months ended June 30, 2016 as compared to net losses of $17,805 and $62,963, respectively, for the three and six months ended June 30, 2015.

 

LIQUIDITY AND CAPITAL RESOURCES

 

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 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.

 

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, 2015, as filed with the SEC on March 31, 2016 (the “Annual Report”). There have been no changes in our critical accounting policies. Our significant accounting policies are described in our notes to the 2015 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.

 

I TEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not Applicable.

 

 

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I TEM 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. L EGAL 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. U NREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. D EFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. M INE SAFETY DISCLOSURES

 

None.

 

ITEM 5. O THER INFORMATION

 

None.

 

 

10

 

 

ITEM 6. EXHIBITS

 

Furnish the Exhibits required by Item 601 of Regulation S-K (229.407 of this chapter).

 

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 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.

 

 

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S IGNATURES

 

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: August 15, 2016	By:	/s/  Atsushi Maki
		Atsushi Maki
		Chief Executive Officer
		Chief Financial Officer
		Chief Accounting Officer

 

 

 

 

 

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