UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
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T
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QUARTERLY REPORT PURSUANT TO SECTION
13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the period ended September 30, 2007
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*
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TRANSITION REPORT UNDER SECTION 13 OR
15(d)
OF THE SECURITIES EXCHANGE Act of 1934
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For
the transition period from ___ to
___.
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For
the
transition period from ___ to ___.
Commission
file number: 001-31261
AMANASU TECHNOLOGIES CORPORATION
(Name of small business issuer as specified in its charter)
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NEVADA
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98-0351508
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(State
or other jurisdiction of incorporation)
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(IRS
Employer
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Identification
No.)
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115 East 57th Street, 11th Floor New York, NY 10022
(Address of principal executive offices)
646-274-1274
(Issuer's telephone number)
(Former name , former address and former fiscal year, if changed since last report)
Check whether issuer (1) filed all reports to be filed by Section 13 or 15(d) of
the Exchange Act during the past 12 months (or 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 O
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING
FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by
Section 12, 13, or 15(d) of the Exchange Act after the distribution of under a plan confirmed by a court.
Yes O No O N/A X
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 46,506,300 as of September 30, 2007.
Transitional Small Business Disclosure Format: Yes
O No X
AMA
NASU
TECHNOLOGIES CORPORATION
QUARTERLY
REPORT ON FORM 10QSB
FOR
THE
THREE MONTHS ENDED September 30, 2007
TABLE
OF
CONTENTS
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PART1-FINANCIAL
INFORMATION
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Item
1:
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FINANTIAL
STATEMENTS:
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4
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5
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6
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7
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Notes
to Financial Statements (unaudited)
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8
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Item
2
:
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9
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Item
3:
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12
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PART2-OTHER
INFORMATION
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Item
1:
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13
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Item
2:
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13
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Item
3:
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13
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Item
4:
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13
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Item
5:
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13
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Item
6:
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13
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14
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PART1-FINANCIAL
INFORMATION
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ITEM
1.
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FINANCIAL
STATEMENTS
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GENERAL
The Company's unaudited financial statements for the three months ended September 30, 2007 are included with this Form 10-QSB.
The unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and, therefore,
do not include all information and footnotes necessary for a complete presentation of financial position, results of
operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management,
all adjustments considered necessary for a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended
September 30, 2007 are not necessarily indicative of the results that can be expected for the fiscal year ending
December 31, 2007.
AMANASU
TECHNOLOGIES CORPORATION
(A
Development Stage Company)
BAL
ANCE
SHEETS
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September 30,
2007
(Unaudited)
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December 31,
2006
(Audited)
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ASSETS
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Current
Assets:
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Cash
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$
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273
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$
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1,357
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Total
current assets
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-
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1,357
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Fixed
Assets:
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Automobile
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1,500
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1,500
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Less
accumulated depreciation
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1,464
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1,356
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Net
fixed assets
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36
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144
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Total
Assets
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$
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309
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$
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1,501
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LIABILITIES
AND STOCKHOLDERS’ DEFICIT
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Current
Liabilities:
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Accounts Payable
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$
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211
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$
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-
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Accrued Expenses
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2,415
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2,415
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Rent Payable
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3,750
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3,750
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Advances from Shareholders
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130,400
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120,000
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Other Advances
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99,900
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99,900
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Total current liabilities
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236,676
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226,065
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Stockholders’
Deficit:
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Common
Stock: authorized 100,000,000 shares of
$.001
par value; 46,676,400 shares issued and outstanding
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46,506
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46,506
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Additional
paid-in capital
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490,894
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490,894
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Deficit
accumulated during development stage
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(
773,767)
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(
761,964)
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Total
stockholders’ deficit
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(236,367)
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(224,564)
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Total
Liabilities and Stockholders’ Deficit
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$
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309
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$
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1,501
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The
accompanying notes are an integral part of these financial
statements.
AMANASU
TECHNOLOGIES CORPORATION
(A
Development Stage Company)
STA
TEMENTS
OF OPERATIONS AND DEFICIT
ACCUMULATED
DURING DEVELOPMENT STAGE
(Unaudited)
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Nine Months Periods Ended September 30,
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December
1, 1997
(Date
of Inception)
To
September 30,
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2007
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2006
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2007
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Revenue
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$
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-
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$
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-
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$
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91,912
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Expenses
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11,803
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32,630
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765,605
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Impairment Charge - write down of licensing agreement
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-
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-
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103,528
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Operating
loss
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(11,803
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)
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(32,630
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)
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(777,221
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Other
Income - Interest
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-
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32
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3,454
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Loss
accumulated during development stage
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$
(
11,803
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)
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$
(
32,598
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)
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$
(
773,767
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)
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Loss
Per Share -
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Basic
and Diluted
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$
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-
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$
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-
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Average
shares
outstanding
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46,676,400
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46,676,400
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These
accompanying notes are an integral part of these financial
statements
AMANASU
TECHNOLOGIES CORPORATION
(A
Development Stage Company)
STA
TEMENTS
OF OPERATIONS AND DEFICIT
ACCUMULATED
DURING DEVELOPMENT STAGE
(Unaudited)
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Three Months Periods Ended September 30,
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December
1, 1997
(Date
of Inception)
To
September 30,
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2007
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2006
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2007
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Revenue
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$
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-
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$
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-
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$
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91,912
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Expenses
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163
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2,633
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765,605
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Impairment Charge - write down of licensing agreement
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-
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-
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103,528
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Operating
loss
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(163
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)
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(2,633
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)
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(777,221
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)
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Other
Income - Interest
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-
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-
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3,454
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Loss
accumulated during development stage
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$
(
163
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)
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$
(
2,633
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)
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$
(
773,767
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)
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Loss
Per Share -
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Basic
and Diluted
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$
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-
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$
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-
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|
|
|
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Average
shares
outstanding
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46,676,400
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46,676,400
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These
accompanying notes are an integral part of these financial
statements
AMANASU
TECHNOLOGIES CORPORATION
(A
Development Stage Company)
STA
TEMENTS
OF CASH FLOWS
(Unaudited)
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Quarters Ended
September 30
,
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December
1, 1997
(Date
of Inception)
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2007
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2006
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To
September 30, 2007
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CASH
FLOWS FROM OPERATIONS:
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Net
loss
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$
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(11,803
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)
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$
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(32,598
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)
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$
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(773,767
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)
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Charges
not requiring the outlay of cash:
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Depreciation
and amortization
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108
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7,182
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57,936
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Impairment of Licensing Agreement
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-
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-
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21,300
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Common stock issued for services
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|
-
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-
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103,528
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Changes
in assets and liabilities:
|
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|
|
|
|
|
|
|
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Increase (Decrease)
in accrued liabilities
|
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-
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|
(2,100)
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6,165
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Increase in accounts payables
|
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|
211
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|
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-
|
|
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211
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Net
Cash Consumed By
Operating
Activities
|
|
|
(11,484)
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|
|
(27,516)
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|
(584,627)
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|
|
|
|
|
|
|
|
|
|
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CASH
FLOWS FROM INVESTING
ACTIVITIES:
|
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|
|
|
|
|
|
|
|
|
|
Purchase
of automobile
|
|
|
-
|
|
|
-
|
|
|
(1,500
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)
|
|
Payment
of amount due for licensing agreement
|
|
|
-
|
|
|
-
|
|
|
(160,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Consumed By
Investing
Activities
|
|
|
-
|
|
|
-
|
|
|
(
161,500
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)
|
|
|
|
|
|
|
|
|
|
|
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CASH
FLOWS FROM FINANCING
ACTIVITIES:
|
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|
|
|
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|
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Advance received
|
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|
-
|
|
|
-
|
|
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99,900
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|
|
Issuances of common stock
|
|
|
-
|
|
|
-
|
|
|
446,100
|
|
|
Shareholder deposits for common stock
|
|
|
-
|
|
|
-
|
|
|
70,000
|
|
|
Shareholder
advance
|
|
|
10,400
|
|
|
120,000
|
|
|
210,400
|
|
|
Repayment of shareholder advances
|
|
|
-
|
|
|
-
|
|
|
(80,000)
|
|
|
Advances from affiliate
|
|
|
-
|
|
|
100,000
|
|
|
200,000
|
|
|
Repayment of advances from affiliate
|
|
|
|
|
|
(200,000)
|
|
|
(200,000)
|
|
|
Net
Cash Provided By
Financing
Activities
|
|
|
10,400
|
|
|
20,000
|
|
|
746,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Change In Cash
|
|
|
(1,084
|
)
|
|
(
7,516
|
)
|
|
273
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Cash
balance, beginning of period
|
|
|
1,357
|
|
|
7,693
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
balance, end of period
|
|
$
|
273
|
|
$
|
177
|
|
$
|
273
|
|
These
accompanying notes are an integral part of these financial
statements
AMANASU
TECHNOLOGIES CORPORATION
(A
Development Stage Company)
NOT
ES
TO FINANCIAL STATEMENTS
September 30, 2007
(Unaudited)
The unaudited interim financial statements of Amanasu Technologies Corporation ("the Company") as of September 30, 2007 and for the three and nine month periods ended September 30, 2007 and 2006, have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of such periods. The results of operations for the three and the nine month periods ended September 30, 2007 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2007.
Certain information and disclosures normally included in the notes to financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2006.
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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 material working capital deficiency and an accumulated deficit at September 30, 2007, 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 the continuing effort to investigate business acquisitions and joint ventures.
ITE
M
2. MANAGEMENT'S DISCUSSION AND OR
PLAN OF OPERATION
Cautionary
Statement
SAFE
HARBOR
This Form 10QSB 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-KSB
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 Company's
Financial Statements, including the Notes thereto, appearing elsewhere in
this Quarterly Report and in the Annual Report for the year ended December 31, 2006.
COMPANY
OVERVIEW
Amanasu Technology is currently in its development stage and significant risks exist with
respect to its business. It acquired the exclusive, worldwide
rights to a high efficiency electric motor and a high-powered magnet both
of which are used in conjunction with an electrical 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 plan to conducted 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 unwillingly emerged. In addition to proprietary issues,
there were major concerns in secure 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 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 Motersports, 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 to the market.
Further marketing research was carried out comparing current electric scooters on the market and Evader's scooters.
The reserach concluded that further refinement in serveral areas were required. First the retail price of the Evader scooters was
too high to be competitive in the Japanese market. The reserach 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 put the electric scooter project on hold
until the Company is able to attain more resources.
In place of the elctric scooter, other projects including a cooperative with Seems Inc., formerly Pixen 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 digitised 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 was expected to become public by the end of 2006.
There has been a delay in the transition and Seems expects to go public in early 2008
Its DAA (Defensive Aromatic Air) is its current flagship product. In addition to
being an air purifying system, Seems's DAA effectively removes up to 91% of air pollutants such as ammonia,
and by products of cigarette smoke. It also provides odour neutralization
, and air-borne anti-bacterial effects. Seems has also developed a scent-particle sensor, which is programable
to detect certain scent particles. This sensor is 1000 times more sensitive than even a dogs 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's sensor is able to detect these scent profiles and display
the digitised scent data. Amanasu Technology and Seems, are in discussions to Pioneer the
"Bio-scent technology" industry in North America, in early 2008 with Seems investing into Amanasu Technology
. Amanasu Technology plans to be involved in sales and marketing of Seems's products.
With uncertainty in the amount of time taken to obtain approval from the FDA for various technologies by Seems Inc,
the Company has 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.
Mr. Yoshino's has extensive experience in restaurant chain management, developing Baltic Systems from the ground up to
a successful multi-million dollar corporation nearing its public debut. Mr. Yoshino has also been in charge of Wayochu Gasshukoku Corporation,
a restaurant chain management company in Japan managing 19 different food chains nationally. Mr. Yoshino will be taking his expertise in the
food chain industry and bring the Company into the same industry utilising its global business networks. Mr. Yoshino will be concentrating
on expansion to China, with various different chains including the following: Japanese Tapas restaurants, and Japanese curry restaurant chains.
The chairman Mr. Maki and President Mr. Yoshino goal for the next 2 years is to enter into the NASDAQ global market.
PRODUCT
Electric Motor Scooter (Amanasu Technology)
The Company's principal product will be a lightweight motor scooter that features the Company's proprietary
electric motor. The one passenger scooter also will feature a stepless transmission, an electromotive brake,
and is expected to weigh 107 kg. The Company will use an otherwise standard leaded battery. Due to the
unique features of the licensed technologies, the scooter is expected to deliver improved operational
efficiencies over competitive products. On December 26, 2001, Sanwa Electronics Co., Inc. performed two
independent tests on one of the Company's scooters. The test results indicated that the motor scooter can
travel 65 to 85 km on a full battery charge, at an average running speed of 30 km/hour. The battery charge
time to travel these distances approximated 2 hours. Sanwa Electronics conducted the tests on a relatively
flat road grade with limited traffic density. These results contrast with Honda's electric scooter (Year
2001-Model #A-AF36). According to product literature published by Honda, the scooter travels approximately
60 km at 30 km/hour, and a full recharge requires approximately 8 hours. Conditions, such as road grade and
travel density, regarding its scooter were not contained in the Honda information.
Gas powered scooters while generally an inexpensive mode of transportation,
typically are powered by two-stroke engines fueled by an oil and gasoline mixture.
These engines are small with compressed power, and therefore ideally suited for
scooter use. However, clouds of oily smoke trailing out of the engine, which
evidences its major disadvantages, commonly identify two-stroke engines.
Two-stroke engines use fuel inefficiently and, more importantly, have high
pollution emissions. They generate pollution from two sources; the combustion
of oil in the fuel, and the leaking of fuel through the exhaust port during
engine use. In promoting its product to its targeted markets, the Company
will seek to capitalize on its strong operational efficiencies of the technology
compared with other electric scooters, while championing its product's environmental
advantages to gas powered versions.
The Company first intentions was 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.
Defensive Aromatic Air (Seems)
Seems' proprietary DAA professional aroma system is Seems' current flagship product. The ADD realeases
fragrant aromas from a fragrance cartridge of which a variety of scents are available. The
noiseless system is fully automated, controlling the surrounding environments aroma
concentration levels to ensure that the scent will not become excessive. The primary difference
between conventional air purifiers and Seems' DAA, is conventional air purifiers filter air, however,
release back harmful air pollutants that were present in the air to being with. Seems' DAA along
with Searoma cartridge, gives it the not only the ability to act as an air purifier, but also
an effective odour-neurtralizer, and air-borne anti-bacterial elimination system. Currently,
the DAA is being used in Clinics, car dealerships, restaurants, etc in Japan. The main unit dimensions are
890 mm x 180 mm and weighs 7.4 kg (w/ cartridge ~ 8.4 kg)
Scent-Sensor (Seems)
Canines have scent sensory perception one hundred million times greater than that of a human being.
Research in Japan was recently carried out using a specially trained dog. This dog was able to detect
cancerous scents from breath samples taken from cancer patients. This type of scent sensory research,
is what has lead to Seems' proprietary scent-sensor technology. Up till now, scent-sensors technology use
has been limited to technologies such as the breathalizer. Pixen's scent-sensory on the other hand is able to detect
various scent profiles at a sensitivity one thousand times greater than that of canines. The scent sensor
detects scent particles and translates it into digitised data to be displayed. This type of sensor is able
to detect pathenogenic scent profiles, which can be applied in various ways in the medical field, such as
detection of diabetic ketosis, smallpox, and even early onset of cancer.
PLAN
OF
OPERATION
The Company is a development stage corporation.
It has not commenced its planned operations of
manufacturing and marketing a lightweight electrical motor scooter.
Its operations to date have been limited to conducting various tests on its technologies.
Since an unsuccessful partnership with Evader, the Company has returned back to its
electric scooter with its patented short battery charge time. The Company has decided
to continue research and development in order to further improve and refine the electric scooter's battery
and also to lower the electric scooters price. The Company believes that efficient battery operation,
and low sale price, are key to a commercially viable product.
The project with Seems Inc has not bee moving as scheduled. Seems has delayed in becoming public due to
stringent analysis of its company and expects to become public in early 2008. Since pre-market approval is required by the FDA,
launching Seems' products will take 8-12 months, providing the FDA grants approval.
Pixen under went a name change and is now known as Seems Inc.
Seems Inc. will retain the name Pixen as a brand name for its products. The project with Seems has hit two barriers. Seems has collected
sufficient funds and attained the requirements to become public in Japan; however, the company analysis has taken longer than expected and
Seems has been informed that it may take another 6-12 months before it can be listed. Secondly, the United States does not recognize
Japanese health certifications, and Seems' products must be reapproved by the FDA. Amanasu Technologies as taken the initial steps and
received the MDUFMA Small Business Qualification in order to reduce cost for pre-market approval, and is currently collecting product
data and translating it into english to submit its first PMA. The cost of this project is taken into account in the estimated expenditures
for the 2007 fiscal year ending December 31, 2007. The approval of the DAA is believed to take no more than 8-12 months; however,
the scent scenor is believed to be a FDA Class 3 medical device, which may take longer.
With uncertainty in the time taken for an FDA approval the Company has decided to enter into the restaurant chain management industry,
under the new leadership of President Yukinori Yoshino. The Chairman Mr. Maki and President Mr. Yoshino have set an ambitious goal
to enter into the NASDAQ Global Market in two years time. The focus for the remaining time in the fiscal year ending December 31, 2007 will be for Mr. Yoshino,
to utilise the Company's global networks to establish Curry restaurants, fine dining restaurants, and Japanese Tapas restaurants in China.
Other than the provision for alternating business planning costs discussed
above, the Company's cash requirements for the next 12 months are estimated
to be $145,000. This amount is comprised of the following estimate expenditures;
$100,000 in annual salaries for office personnel, office expenses and travel,
$10,000 for rent, $20,000 for professional fees, and $15,000 for miscellaneous
expenses.
As stated above, the Company can not 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 6 months. If the Company is
unsuccessful in raising at least $145,000, it may not be able to complete
its plan of operations as discussed above.
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The Company did not generate any revenues for the three months ended September 30,
2007 or for the same period in 2006 and interest earned on bank deposits
in 2006 period was $32.
Total expenses for the three months period ended September 30, 2007 was $163
compared to $2,633 for the same period of 2006. The decrease is due to the ambiguity in
timing incoming invoices, aswell as the transfer of the Amanasu Group website management, along with its cost to Amanasu Environment Corporation.
Total expenses for the nine months period ended September 30, 2007 was $11,803,compared to $32,630 for the same period of 2006.
The decrease is due to the company's efforts to lower cost until Seems products are approved by the FDA .
Consulting Fees to Lina Lei Consulting were present in the nine month period ending September 30, 2006, however, not in the same period in 2007. The company current has reduced its cost to maintance levels.
LIQUIDITY
AND CAPITAL RESOURCES
In the nine months ended September 30, 2007 cash used in operating activites was $11,484, compared to $27,516 for the same period in 2006.
The decrease is due to the company's efforts to lower cost until Seems' products are approved by the FDA, as well as the the lack of consulting fees paid to Lina Lei Consulting in the nine month period ending September 30, 2007.
The company currently has reduced its cost to basic levels.
Total assets as of September 30, 2007 were $309 representing a decrease of
$1,192 from total assets of $1,501 as of December 31, 2006. This decrease is due to consumption of cash for operating activities
The Company intends to raise additional funds in the near future through
private placements of its common stock. The proceeds from such private
placements will be allocated for administrative salaries, office expenses
and travel, product development and testing, and product promotion.
OFF-BALANCE
SHEET ARRANGEMENTS
The
Company has no off-balance sheet arrangements.