UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10QSB/A
| X | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended March 31, 2008
| O | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE Act of 1934
For the transition period from ___ to ___.
Commission file number: 001-31261
AMANASU TECHNO HOLDINGS 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 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)
Amanasu Technologies Corporation
(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.
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 March 31, 2008.
Transitional Small Business Disclosure Format: Yes O No X
AMANASU TECHNO HOLDINGS CORPORATION
QUARTERLY REPORT ON FORM 10QSB
FOR THE THREE MONTHS ENDED March 31, 2008
TABLE OF CONTENTS
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GENERAL
The Company's unaudited financial statements for the three months ended March 31, 2008
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 March 31, 2008 are not necessarily indicative of the results that can be expected for the
fiscal year ending December 31, 2008.
3
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
BALANCE SHEETS
March 31, 2008 and December 31, 2007
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March 31, 2008 (Unaudited)
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December 31, 2007 (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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3,475
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$
|
-
|
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Employee Advances
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1,837
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1,357
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Total Current Assets
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5,312
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1,357
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Fixed Assets
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|
|
|
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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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1,500
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1,356
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Net Fixed Assets
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-
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144
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Total Assets
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5,312
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1,501
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Liabilities And Stockholders' Deficit
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|
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Current Liabilities
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Accrued Expenses
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$
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13,147
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$
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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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138,400
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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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255,197
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226,065
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Stockholders' Deficit
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Common stock: authorized 100,000,000 shares of $.001 par value; 46,506,300 issued and outstanding
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46,506
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46,506
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Additional paid in capital
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490,894
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490,894
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Deficit accumulated during development stage
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(787,285)
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(761,964)
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Total stockholders' deficit
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(249,885)
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(224,564)
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|
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|
|
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Total Liabilities and Stockholders' Deficit
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$
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5,312
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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.
4
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING DEVELOPMENT STAGE
(Unaudited)
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Three Months Period Ended March 31,
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December 1, 1997 (Date of Inception)
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|
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2008
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2007
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To December 31, 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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Expense
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25,321
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650
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779,123
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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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(25,321)
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650
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(790,739)
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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 developing stage
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$
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25,321
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$
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(650)
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$
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(787,285)
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Loss per base - Basic 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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|
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Average number of shares outstanding
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46,676,400
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46,676,400
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|
|
The accompanying notes are an integral part of these financial statements.
5
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
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Quarters Ended March 31,
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December 1, 1997 (Date of Inception)
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2008
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2007
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To March 31, 2007
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CASH FLOWS FROM OPERATIONS
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|
|
|
|
|
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Net Loss
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$
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(25,321)
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$
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(650)
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$
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(787,285)
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Charges not requiring the outlay of cash
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|
|
|
|
|
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Depreciation and Amortization
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144
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|
36
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58,116
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Impairment of Licensing Agreement
|
|
-
|
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-
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103,528
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Common stock issued for services
|
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-
|
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-
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21,300
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Changes in Assets and Liabilities
|
|
|
|
|
|
|
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Increase in Accrued Expenses
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10,732
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|
-
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15,396
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Net Cash Consumed By Operating Activities
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(14,445)
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(614)
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(588,945)
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|
|
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CASH FLOWS FROM INVESTING ACTIVITIES
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|
|
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|
|
|
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Purchase of automobile
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-
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-
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(1,500)
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Payments of amount due for licensing agreement
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|
-
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(160,000)
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Net Cash Consumed By Investing Activities
|
|
-
|
|
-
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(161,500)
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|
|
|
|
|
|
|
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CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
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Advance received
|
|
|
|
|
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99,000
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Issuances of common stock to investors
|
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-
|
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-
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446,100
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Shareholder deposits for common stock
|
|
-
|
|
|
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70,000
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Shareholder advances
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17,920
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|
-
|
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217,920
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Repayment of Shareholder advances
|
|
-
|
|
-
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(80,000)
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Advances from affiliate
|
|
-
|
|
-
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200,000
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Repayment of advances from affiliate
|
|
-
|
|
-
|
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(200,000)
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Net Cash Provided By Financing Activities
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17,920
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|
-
|
|
753,920
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Net Change In Cash
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|
3,475
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(614)
|
|
3,475
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Cash balance, beginning of period
|
|
-
|
|
1,357
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|
-
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Cash balance, end of period
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$
|
3,475
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$
|
743
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$
|
3,475
|
The accompanying notes are an integral part of these financial statements.
6
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2008
(Unaudited)
1. BASIS OF PRESENTATION
The unaudited interim financial statements of Amanasu Technologies Corporation ("the Company")
as of March 31, 2008 and for the three month periods ended March 31, 2008 and 2007, 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 for such
periods. The results of operations for the quarter ended March 31, 2008 are not necessarily
indicative of the results to be expected for the full fiscal year ending December 31, 2008.
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, 2007.
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 March 31, 2008, 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.
The accompanying notes are an integral part of these financial statements.
7
ITEM 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, 2007.
COMPANY OVERVIEW
Amanasu Techno Holdings 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.
8
Products
Electric Motor Scooter (Amanasu Techno Holdings)
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.
9
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
Techno Holdings 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, 2008. 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 activities for the fiscal year ending December 31, 2008, will be to raise capital to meet the
requirements to enter into the NASDAQ Global Market. The goal of the company is to raise $30,000,000,
during fiscal 2008.
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.
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company did not generate any revenues for the three months ended March 31, 2008
or for the same period in 2007 and interest earned on bank deposits in 2007 period was $32.
No inerest earned on bank deposits for 2008.
Total expenses for the three months period ended March 31, 2008 was $163 compared to $2,633
for the same period of 2007. 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.The decrease is due to the company's efforts to lower cost until Seems
products are approved by the FDA . The company current has reduced its cost to maintance levels.
LIQUIDITY AND CAPITAL RESOURCES
In the three months ended March 31, 2008 cash used in operating activites was $14,445,
compared to $614 for the same period in 2007. The increase is due to invoice timing irregularity of
of auditing fees.
Total assets as of March 31, 2008 were $5,312 representing a decrease of $1,501 from total
assets of $1,501 as of December 31, 2007. Increase is due to increase of cash from Shareholders'.
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.
11
Item 3: EFFECTIVENESS OF THE REGISTRANT'S DICLOSURE CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company carried out an evaluation of the effectiveness of the Company's
disclosure controls and procedures (as defined by Rule 13a-15(e) under the Securities
Exchange Act of 1934) under the supervision and with the participation of the Company's
Chief Executive Officer and Chief Financial Officer as of a date within 90 days of
the filings date of Form 10QSB. Based on and as of the date of such evaluation, the
aforementioned officers have concluded that the Company's disclosure controls and procedures
have functioned effectively so as to provide information necessary whether:
(i) this quarterly report on Form 10 QSB contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this quarterly report on Form 10 QSB, and (ii) the financial statements,
and other financial information included in this quarterly report on Form 10 QSB, fairly
present in all material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this quarterly report on Form 10 QSB.
CHANGES IN INTERNAL CONTROLS
There have been no significant changes in the Company's internal controls or in other factors
since the date of the Chief Executive Officer's, Chief Financial Officer's and Chief Accounting
Officer's evaluation that could significantly affect these internal controls, including any
corrective actions with regards to significant deficiencies and material weaknesses.
Part II OTHER INFORMATION
-
Item 1. LEGAL PROCEEDINGS
-
None
-
Item 2. CHANGES IN SECURITIES
-
None
-
Item 3. DEFAULTS UPON SENIOR SECURITIES
-
None
-
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-
None
-
Item 5. OTHER INFORMATION
-
None
-
Item 6. EXHIBITS
-
-
(a). Furnish the Exhibits required by Item 601 of Regulation S-B.
-
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.
-
(b) Reports on Form 8-K.
-
None
12
Signatures
In accordance with the requirements of the Exchange Act,
the registrant caused this report to be signed on its behalf
by the undersigned, there unto duly authorized.
AMANASU TECHNO HOLDINGS CORPORATION
Date: June 13, 2008
/s/ Yukinori Yoshino
Yukinori Yoshino
Chief Executive Officer
Chief Financial Officer
Chief Accounting Officer
13