During the fiscal 2008 and 2007, the Company spent $-0- and $-0- respectively on research and development.
Total assets as of December 31, 2008 were $2,173, representing a decrease of $5,535 from total
assets of $9,062 as of December 31, 2007. The decrease in cash, which was used for professional services,
was the primary factor in the decrease during fiscal 2008.
Total Current Liabilities increased to $328,610 in 2008 as compared to $295,734 in 2007.
The increase is primarily due to increases in Other Current Liabilities.
The Company has no off-balance sheet arrangements.
Item 8. Financial Statements and Supplementary Data
AMANASU TECHNO HOLDINGS CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
(A Development Stage Company)
DECEMBER 31, 2008
Report of Independent Registered Public Accounting Firm
Board of Directors
Amanasu Techno Holdings Corporation
We have audited the
accompanying consolidated balance sheets of Amanasu Techno Holdings Corporation
(a development stage company) as of December 31, 2008 and 2007, and the related
consolidated statements of operations and deficit accumulated during
development stage, consolidated changes in stockholders' equity, and
consolidated cash flows for the years ended December 31, 2008 and 2007. These financial
statements are the responsibility of the Company management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted the audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate under the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the
financial statements referred to above present fairly, in all material
respects, the consolidated financial positions of Amanasu Techno Holdings
Corporation as of December 31, 2008 and 2007, and the results of its operations
and its cash flows for the years ended December 31, 2008 and 2007 in conformity
with U. S. generally accepted accounting principles.
The accompanying
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern. As shown in the accompanying financial
statements, at December 31, 2008 the Company had a working capital deficiency
of $326,437 as well as an accumulated deficit of $1,102,812. These factors,
among other things discussed in Note 2 to the financial statements, raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts or
classification of liabilities that might be necessary should the Company be
unable to continue in operation.
/s/ Robert G. Jeffrey
ROBERT G. JEFFREY
June 7, 2010
Wayne, New Jersey
10
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
December 31, 2008 and 2007
(Restated)
|
December 31, 2008
|
December 31, 2007
|
Assets
|
|
|
|
|
Current Assets
|
|
|
|
|
Cash
|
$
|
2,173
|
$
|
6,471
|
Accounts Receivable
|
|
-
|
|
754
|
Employee Advance
|
|
-
|
|
1,837
|
Total Current Assets
|
|
2,173
|
|
9.062
|
|
|
|
|
|
Total Assets
|
$
|
2,173
|
$
|
9,062
|
|
|
|
|
|
Liabilities & Stockholders' Deficit
|
|
|
|
|
Current Liabilities
|
|
|
|
|
Accrued expenses
|
$
|
14,054
|
$
|
45,979
|
Taxes payable
|
|
2,102
|
|
1,707
|
Rent payable
|
|
3,750
|
|
3,750
|
Advances from shareholders
|
|
138,700
|
|
138,400
|
Other advance
|
|
99,900
|
|
99,900
|
Advances from affiliate
|
|
24,341
|
|
5,340
|
Other current liabilities
|
|
45,763
|
|
659
|
|
|
|
|
|
Total Current Liabilities
|
|
328,610
|
|
295,735
|
|
|
|
|
|
Stockholders' Deficit
|
|
|
|
|
Common Stock: authorized 100,000,000 shares of $.001 par value; 46,706,300 issued and outstanding
|
|
46,706
|
|
46,706
|
Additional Paid In Capital
|
|
746,302
|
|
746,302
|
Deficit accumulated during development stage
|
|
(1,102,812)
|
|
(1,076,101)
|
Accumulated Other Comprehensive Income
|
|
(16,633)
|
|
(3,580)
|
Total Stockholders' Deficit
|
|
(326,437)
|
|
(286,673)
|
|
|
|
|
|
Total Liabilities and Stockholders' Deficit
|
|
2,173
|
|
9,062
|
The accompanying notes are an integral part of these financial statements.
|
11
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING DEVELOPMENT STAGE
(Restated)
|
Year 2008
|
Year 2007
|
December 1, 1997 (Date of Inception) to December 31, 2008
|
Revenue
|
$
|
-
|
$
|
32,549
|
$
|
124,461
|
Cost of Goods Sold
|
|
-
|
|
23,980
|
|
23,980
|
Gross Profit
|
|
-
|
|
8,569
|
|
100,481
|
Selling and administrative expenses
|
|
(25,449)
|
|
(92,989)
|
|
(1,032,745)
|
Write off of inventory
|
|
-
|
|
(15,564)
|
|
(68,288)
|
Impairment Charge - write down of licensing agreement
|
|
-
|
|
-
|
|
(103,528)
|
Operating Loss
|
|
(25,449)
|
|
(99,984)
|
|
(1,104,080)
|
Other Income (Expense)
|
|
|
|
|
|
|
Interest Income
|
|
1
|
|
3
|
|
4
|
Other Income
|
|
1
|
|
95
|
|
3,550
|
Interest Expense
|
|
(1,264)
|
|
(1,022)
|
|
(2,286)
|
Loss accumulated during development stage
|
$
|
(26,711)
|
$
|
(100,908)
|
$
|
(1,102,812)
|
Other Comprehensive Loss
|
$
|
(13,053)
|
$
|
(1,713)
|
$
|
(16,633)
|
Total Comprehensive Loss
|
$
|
(39,764)
|
$
|
(102,621)
|
$
|
(1,119,445)
|
Loss per share - Basic and Diluted
|
$
|
-
|
$
|
-
|
|
|
Weighted Average number of shares outstanding
|
|
46,706,300
|
|
46,706,300
|
|
|
The accompanying notes are an integral part of these financial statements.
|
12
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period Ended December 1, 1997(Date of Inception) to December 31, 2008
(Restated)
|
Common Stock
|
Additional Paid In Capital
|
Deficit Accumulated During Development Stage
|
Accumulated Other Comprehensive Income
|
Total
|
|
Shares
|
Amount
|
Balance December 1, 1997, at inception of development stage
|
3,200,000
|
$
|
3,200
|
$
|
(1,800)
|
$
|
(1,300)
|
$
|
-
|
$
|
100
|
Shares issued March 10, 2000, as partial consideration for licensing agreement
|
17,000,000
|
|
17,000
|
|
(17,000)
|
|
|
|
|
|
|
Shares issued during 2001, as fees connected with acquisition of licensing agreement
|
6,350,000
|
|
6,350
|
|
(6,350)
|
|
|
|
|
|
|
Shares issued during 2001, on exercise of option
|
20,000,000
|
|
20,000
|
|
380,000
|
|
|
|
|
|
400,000
|
Shares issued during 2001, to investors
|
36,400
|
|
36
|
|
45,964
|
|
|
|
|
|
46,000
|
Net loss of 2001
|
|
|
|
|
|
|
(39,459)
|
|
-
|
|
(39,459)
|
Shares issued during 2002, for services
|
50,000
|
|
50
|
|
4,950
|
|
|
|
|
|
5,000
|
Net loss of 2002
|
|
|
|
|
|
|
(190,138)
|
|
-
|
|
(190,138)
|
Shares issued during 2003, for services
|
150,000
|
|
150
|
|
14,850
|
|
|
|
|
|
15,000
|
Shares issued during 2003, on exercise of options
|
70,000
|
|
70
|
|
69,930
|
|
|
|
|
|
70,000
|
Shares canceled during 2003
|
(150,100)
|
|
(150)
|
|
150
|
|
|
|
|
|
-
|
Net loss 2003
|
|
|
|
|
|
|
(278,798)
|
|
-
|
|
(278,798)
|
Net loss 2004
|
|
|
|
|
|
|
(21,704)
|
|
-
|
|
(21,704)
|
Net loss 2005
|
|
|
|
|
|
|
(87,059)
|
|
-
|
|
(87,059)
|
Net loss 2006
|
|
|
|
|
255,608
|
|
(356,735)
|
|
(1,867)
|
|
(102,994)
|
Balance, December 31, 2006
|
46,706,300
|
|
46,706
|
|
746,302
|
|
(975,193)
|
|
(1,867)
|
|
(184,052)
|
Net loss 2007
|
|
|
|
|
|
|
(100,908)
|
|
(1,713)
|
|
(102,621)
|
Balance, December 31, 2007
|
46,706,300
|
|
46,706
|
|
746,302
|
|
(1,076,101)
|
|
(3,580)
|
|
(286,673)
|
Net loss 2008
|
|
|
|
|
|
|
(26,711)
|
|
(13,053)
|
|
(39,764)
|
Balance, December 31, 2008
|
46,706,300
|
$
|
46,706
|
$
|
746,302
|
$
|
(1,102,812)
|
$
|
(16,633)
|
$
|
(326,437)
|
The accompanying notes are an integral part of these financial statements.
|
13
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2008 and 2007
and For the Period December 1, 1997 to December 31, 2008 (Restated)
|
Year 2008
|
Year 2007
|
December 1, 1997 (Date of Inception) To December 31,2008
|
CASH FLOWS FROM OPERATIONS:
|
|
|
|
|
|
|
Net loss
|
$
|
(26,711)
|
$
|
(100,908)
|
$
|
(1,102,812)
|
Adjustments required to reconcile net loss to net cash consumed by operation activities:
Charges not requiring outlay of cash:
|
|
|
|
|
|
|
Depreciation and Amortization
|
|
-
|
|
144
|
|
57,972
|
Impairment of Licensing Agreement
|
|
-
|
|
-
|
|
103,528
|
Common stock issued for services
|
|
-
|
|
-
|
|
21,300
|
Write off of inventory
|
|
-
|
|
15,564
|
|
15,564
|
Changes in assets and liabilties
|
|
|
|
|
|
|
(Increase) decrease in accounts receivable
|
|
819
|
|
(719)
|
|
|
(Increase) decrease in advance to employee
|
|
1,837
|
|
(1,837)
|
|
-
|
Decrease in other receivables
|
|
-
|
|
19,093
|
|
-
|
Increase (decrease) in accrued expenses
|
|
(35,364)
|
|
39,376
|
|
13,993
|
Increase in other current liabilities
|
|
39,261
|
|
(1,070)
|
|
35,237
|
Increase in rent payable
|
|
-
|
|
-
|
|
3,750
|
Decrease (increase) in inventory
|
|
-
|
|
8,416
|
|
(15,564)
|
Increase (decrease) in taxes payable
|
|
(17)
|
|
(1,246)
|
|
1,619
|
Net Cash Consumed By Operating Activities
|
|
(20,175)
|
|
(20,695)
|
|
(865,413)
|
|
|
|
|
|
|
|
CASHFLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
Purchase of automobile
|
|
-
|
|
-
|
|
(1,500)
|
Payments of amount due for licensing agreement
|
|
-
|
|
-
|
|
(160,000)
|
Net Cash Consumed By Investing Activities
|
|
-
|
|
-
|
|
(161,500)
|
|
|
|
|
|
|
|
CASHFLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
Advance received
|
|
-
|
|
-
|
|
99,900
|
Issuances of common stock to investors
|
|
-
|
|
-
|
|
701,708
|
Shareholder deposits for common stock
|
|
-
|
|
-
|
|
70,000
|
Proceeds of shareholder advances
|
|
300
|
|
18,400
|
|
218,700
|
Repayment of shareholder advances
|
|
-
|
|
-
|
|
(80,000)
|
Advances from affiliates
|
|
15,464
|
|
5,091
|
|
218,742
|
Repayment of advances from affilates
|
|
-
|
|
-
|
|
(200,000)
|
Net Cash Provided By Financing Activities
|
|
15,764
|
|
23,491
|
|
1,029,050
|
Effect on cash of exchange rate changes
|
|
113
|
|
67
|
|
36
|
Net Change In Cash
|
|
(4,298)
|
|
2,863
|
|
2,173
|
Cash balance, beginning of period
|
|
6,471
|
|
3,608
|
|
-
|
Cash balance, end of period
|
|
2,173
|
|
6,471
|
|
2,173
|
The accompanying notes are an integral part of these financial statements.
|
14
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008
(Restated)
1. ORGANIZATION AND BUSINESS
Organization of Company
The Company was formed
December 1, 1997, as Avani Manufacturing (China), Inc. The name was changed to
Genesis Water Technologies, Inc. on August 17, 1999, to Supreme Group
International, Inc. on December 24, 2000, and to Amanasu Technologies
Corporation on May 30, 2001. The present name was adopted October 16, 2007.
On January 4, 2008, the
Company invested $1,837 for a 100% interest in a newly formed subsidiary,
Amanasu Techno Holdings Japan Corporation (Japan), which is located in Tokyo. This subsidiary is inactive and, through December 31, 2008, has had no transactions.
Business
The Company acquired
worldwide licensing rights for certain patented magnetic and power generating
technology. Until 2006, it was the intention of the Company to license these
rights for use by others. The Company continues to pursue such licensing
opportunities, but its primary efforts are now directed at other opportunities.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development Stage Accounting
The Company is a development
stage company, as defined in pronouncements of the Financial Accounting
Standards Board (FASB). Generally accepted accounting principles that apply to
established operating enterprises govern the recognition of revenue by a
development stage enterprise and the accounting for costs and expenses. From
inception to December 31, 2008, the Company has been in the development stage
and, until 2007, all its efforts had been devoted to obtaining worldwide
licensing rights to technology, which is described above, and planning for
marketing its products. Beginning in 2007 the Company has pursued other
opportunities.
Basis of Consolidation
The consolidated financial
statements include the accounts of the Company and its wholly owned subsidiary,
Japan. All significant intercompany balances and transactions have been
eliminated in consolidation.
Cash
For purposes of the
statements of cash flows, the Company considers all short term debt securities
purchased with a maturity of three months or less to be cash equivalents.
Fixed Assets
Fixed assets are recorded at
cost. Depreciation is computed using accelerated methods, with lives of seven
years for furniture and equipment and five years for computers and automobiles.
15
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
Intangible Assets
Intangible assets are
recorded at cost. Amortization is provided by straight line methods, using
lives which are based on the lives of the underlying assets.
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.
16
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008
(Restated)
Use Of Estimates
The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from those estimated.
Advertising Costs
The Company will expense
advertising costs when an advertisement occurs. There has been no spending thus
far on advertising.
Other Comprehensive Income
The Company reports as other
comprehensive income revenues, expenses, and gains and losses that are not
included in the determination of net income, principal among these has been
unrealized gains and losses from exchange rate fluxuation.
Foreign Currency Translation
Substantial Company assets
are located in Japan. These assets and related liabilities are recorded on the
books of the Company in the currency of Japan (Yen), which is the functional
currency. They are translated into US dollars as follows:
-
Assets and liabilities,
at the rates of exchange in effect at balance sheet dates;
-
Equity accounts, at the
exchange rates prevailing at the time of the transactions that established the
equity accounts; and
-
Revenues and expenses,
at the average rates of exchange of each period reported.
Segment Reporting
Management will treat the operations of the Company as one segment.
3. Restatements
On April 27, 2009, the
Company acquired 100% of the capital stock of Amanasu Water Corporation (Water)
from a company which is controlled by the principal company shareholder, who is
also Chairman of the Board of Directors of the Company. Consideration for this
acquisition was 200,000 shares of Company common stock. This acquisition has
been accounted for under the provisions of pronouncements of the FASB, as an
acquisition of an entity under common control. This accounting is similar to
the accounting for a pooling of interests. In previous filings, this
acquisition was incorrectly accounted for by applying the principles of
Purchase Accounting. All of the adjustments presented in this Restatement
footnote are the result of changing to the correct method of accounting for
this acquisition.
The acquisition of Water had
no affect on reported per share results for any of the periods for which
reports have been issued.
17
Balance Sheet December 31, 2008
|
Previously Reported
|
Adjustments
|
As Restated
|
Cash
|
$
|
1,877
|
$
|
296
|
$
|
2,173
|
Total Assets
|
$
|
1,877
|
$
|
296
|
$
|
2,173
|
Accrued Expenses
|
$
|
14,054
|
$
|
2,103
|
$
|
16,157
|
Other Current Liabilities
|
$
|
|
$
|
70,103
|
$
|
70,103
|
Total Current Liabilities
|
|
256,404
|
|
72,206
|
|
328,610
|
Common Stock
|
|
46,506
|
|
200
|
|
46,706
|
Additional Paid In Capital
|
|
490,894
|
|
255,408
|
|
746,302
|
Deficit Accumulated During Development Stage
|
|
(791,927)
|
|
(310,885)
|
|
(1,102,812)
|
Comprehensive Loss
|
|
|
|
(16,633)
|
|
(16,633)
|
Total Stockholder' Deficit
|
|
(254,527)
|
|
(71,910)
|
|
(326,437)
|
Total Liabilities and Stockholders' Deficit
|
$
|
1,877
|
$
|
296
|
$
|
2,173
|
Balance Sheet December 31, 2007
|
Previously Reported
|
Adjustments
|
As Restated
|
Cash
|
$
|
5,575
|
$
|
896
|
$
|
6,471
|
Accounts Receivable
|
$
|
|
$
|
754
|
$
|
754
|
Total Assets
|
$
|
7,412
|
$
|
1,650
|
$
|
9,062
|
Accrued Expenses
|
$
|
5,926
|
$
|
41,760
|
$
|
47,686
|
Other Current Liabilties
|
|
|
|
5,999
|
|
5,999
|
Total Current Liabilities
|
|
247,976
|
|
47,759
|
|
295,735
|
Common Stock
|
|
46,506
|
|
200
|
|
46,706
|
Additional Paid In Capital
|
|
490,894
|
|
255,408
|
|
746,302
|
Deficit Accumulated During Development Stage
|
|
(777,964)
|
|
(298,137)
|
|
(1,076,101)
|
Other Comprehensive Income
|
|
-
|
|
(3,580)
|
|
(3,580)
|
Total Stockholder' Deficit
|
$
|
(240,564)
|
$
|
(46,109)
|
$
|
(286,673)
|
Total Liabilities and Stockholders' Deficit
|
|
7,412
|
|
1,650
|
|
9,062
|
Statement of Operations and Accumulated Deficit December 31, 2008
|
Previously Reported
|
Adjustments
|
As Restated
|
Expenses
|
$
|
(12,699)
|
$
|
(12,750)
|
$
|
(25,449)
|
Operating Loss
|
|
(12,699)
|
|
(12,750)
|
|
(25,449)
|
Interest Income
|
|
|
|
1
|
|
1
|
Other Income
|
|
|
|
1
|
|
1
|
Loss Accumulated During Development Stage
|
|
(13,963)
|
|
(12,748)
|
|
(26,711)
|
Other Comprehensive Loss
|
|
|
|
(13,053)
|
|
(13,053)
|
Total Comprehensive Loss
|
|
(13,963)
|
|
(25,801)
|
|
(39,764)
|
Weighted Average Shares
|
|
46,506,300
|
|
200,000
|
|
46,706,300
|
18
Statement of Operations and Accumulated Deficit
Year Ended December 31, 2007
|
Previously Reported
|
Adjustments
|
As Restated
|
Revenue
|
$
|
-
|
$
|
32,549
|
$
|
32,549
|
Cost of Sales
|
|
-
|
|
23,980
|
|
23,980
|
Gross Profit
|
|
-
|
|
8,569
|
|
8,569
|
Expenses
|
|
(14,979)
|
|
(78,010)
|
|
(92,989)
|
Write off of inventory
|
|
-
|
|
(15,564)
|
|
(15,564)
|
Operating Loss
|
|
(14,979)
|
|
(85,005)
|
|
(99,984)
|
Interest Income
|
|
|
|
3
|
|
3
|
Other Income
|
|
|
|
95
|
|
95
|
Loss Accumuated During Development Stage
|
|
(16,001)
|
|
(84,907)
|
|
(100,908)
|
Other Comprehensive Income
|
|
|
|
(1,713)
|
|
(1,713)
|
Total Comprehensive Loss
|
$
|
(16,001)
|
$
|
(86,620)
|
$
|
(102,621)
|
Weighted Average Shares
|
|
46,506,300
|
|
200,000
|
|
46,706,300
|
Statement of Operations and Accumulated Deficit
For the Period December 1, 1997 to December 31, 2008
|
Previously Reported
|
Adjustments
|
As Restated
|
Revenue
|
$
|
91,912
|
$
|
32,549
|
$
|
124,461
|
Cost of Sales
|
|
|
|
23,980
|
|
23,980
|
Gross Profit
|
|
91,912
|
|
8,569
|
|
100,481
|
Expenses
|
|
(781,479)
|
|
(251,266)
|
|
(1,032,745)
|
Expenses
|
|
-
|
|
(68,288)
|
|
(68,288)
|
Operating Loss
|
|
(793,095)
|
|
(310,985)
|
|
(1,104,080)
|
Interest Income
|
|
3,454
|
|
(3,450)
|
|
4
|
Other Income
|
|
|
|
3,550
|
|
3,550
|
Loss Accumuated During Development Stage
|
|
(791,927)
|
|
(310,885)
|
|
(1,102,812)
|
Other Comprehensive (loss)
|
|
|
|
(16,633)
|
|
(16,633)
|
Total Comprehensive Loss
|
$
|
(791,927)
|
$
|
(327,518)
|
$
|
(1,119,445)
|
Statement Of Cash Flows
For The Year Ended December 31, 2008
|
Previously Reported
|
Adjustments
|
As Restated
|
Net Loss
|
$
|
(13,963)
|
$
|
(12,748)
|
$
|
(26,711)
|
Decrease in accounts receivables
|
|
-
|
|
819
|
|
819
|
Increase in accounts payable
|
|
-
|
|
39,977
|
|
39,977
|
Decrease in taxable payable
|
|
-
|
|
(17)
|
|
(17)
|
Increase in deposits
|
|
-
|
|
(715)
|
|
(715)
|
Increase (decrease) in accrued expenses
|
|
8,128
|
|
(43,493)
|
|
(35,365)
|
Cash (consumed) provided by operating activities
|
|
(3,998)
|
|
(16,177)
|
|
(20,175)
|
Proceeds of short term loan
|
|
-
|
|
15,464
|
|
15,464
|
Cash provided by financing activities
|
|
300
|
|
15,464
|
|
15,464
|
Effect on cash of exchange rate changes
|
|
-
|
|
113
|
|
113
|
Net change in cash
|
|
(3,698)
|
|
(600)
|
|
(4,298)
|
Cash balance, beginning of period
|
|
5,575
|
|
896
|
|
6,471
|
Cash balance, end of period
|
|
1,877
|
|
296
|
|
2,173
|
19
Statement Of Cash Flows
For The Year Ended December 31, 2007
|
Previously Reported
|
Adjustments
|
As Restated
|
Net Loss
|
$
|
(16,001)
|
$
|
(84,907)
|
$
|
(100,908)
|
Decrease in other receivables
|
|
-
|
|
19,093
|
|
19,093
|
Increase in accounts receivable
|
|
-
|
|
(719)
|
|
(719)
|
Decrease in accounts payable
|
|
-
|
|
(1,697)
|
|
(1,697)
|
Increase in taxes payable
|
|
-
|
|
1,246
|
|
1,246
|
Decrease in deposits
|
|
-
|
|
627
|
|
627
|
Increase in accrued expenses
|
|
3,512
|
|
35,864
|
|
39,376
|
Decrease in inventory
|
|
|
|
23,980
|
|
23,980
|
Cash consumed by operating activities
|
|
(14,182)
|
|
(6,513)
|
|
(20,695)
|
Proceeds of short term loan
|
|
-
|
|
5,091
|
|
5,091
|
Net cash provided by financing activities
|
|
18,400
|
|
5,091
|
|
23,491
|
Effect on cash of exchange rate changes
|
|
-
|
|
67
|
|
67
|
Net change in cash
|
|
4,218
|
|
(1,355)
|
|
2,863
|
Cash balance, beginning of period
|
|
1,357
|
|
2,251
|
|
3,608
|
Cash balance, end of period
|
|
5,575
|
|
896
|
|
6,471
|
Statement Of Cash Flows
For The Period December 1, 1997 (Date of Inception) to December 31, 2008
|
Previously Reported
|
Adjustments
|
As Restated
|
Net Loss
|
$
|
(791,927)
|
$
|
(310,885)
|
$
|
(1,102,812)
|
Increase in cccrued expenses
|
|
14,054
|
|
(61)
|
|
13,993
|
Increase in other accounts payable
|
|
-
|
|
35,237
|
|
35,237
|
Increase taxes payable
|
|
-
|
|
1,619
|
|
1,619
|
Cash consumed by operating activities
|
|
(591,323)
|
|
(274,090)
|
|
(865,413)
|
Proceeds of short term loan
|
|
-
|
|
18,742
|
|
18,742
|
Issuance of common stock to shareholders
|
|
446,100
|
|
255,608
|
|
701,708
|
Cash provided by financing activities
|
|
754,700
|
|
274,350
|
|
1,029,050
|
Effect of exchange rate on cash
|
|
-
|
|
36
|
|
36
|
Net change in cash
|
|
1,877
|
|
296
|
|
2,173
|
Cash, Beginning of period
|
|
-
|
|
-
|
|
-
|
Cash, end of period
|
|
1,877
|
|
296
|
|
2,173
|
Statement Of Changes In Equity
December 31, 2008
|
Previously Reported
|
Adjustments
|
As Restated
|
Shares Of Stock
|
$
|
46,506,300
|
$
|
200,000
|
$
|
46,706,300
|
Par Value
|
|
46,506
|
|
200
|
|
46,706
|
Additional Paid In Capital
|
|
490,894
|
|
(200)
|
|
746,302
|
|
|
|
|
255,608
|
|
|
Deficit Accumulated
|
|
(791,927)
|
|
(310,885)
|
|
(1,102,812)
|
|
|
|
|
|
|
|
Comprehensive Income
|
|
-
|
|
(16,633)
|
|
(16,633)
|
|
|
(254,527)
|
|
(71,910)
|
|
(326,437)
|
20
Statement Of Changes In Equity
December 31, 2007
|
Previously Reported
|
Adjustments
|
As Restated
|
Shares Of Stock
|
$
|
46,506,300
|
$
|
200,000
|
$
|
46,706,300
|
Par Value
|
|
46,506
|
|
200
|
|
46,706
|
Additional Paid In Capital
|
|
490,894
|
|
(200)
|
|
746,302
|
|
|
|
|
255,608
|
|
|
Deficit Accumulated
|
|
(777,964)
|
|
(298,137)
|
|
(1,076,101)
|
|
|
|
|
|
|
|
Comprehensive Income
|
|
-
|
|
(3,580)
|
|
(3,580)
|
|
|
(240,564)
|
|
(46,109)
|
|
(286,673)
|
4. GOING CONCERN
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 December 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 a continuing effort to investigate business
acquisitions and joint ventures.
5. RELATED PARTY TRANSACTIONS
During 2007, a company controlled by the principal Company shareholder, who is also chairman of the Board of Directors, advanced $5,340 to the Company. During 2008,
this company advanced an additional $17,702. These advances were due on demand and did not bear interest. The advances were repaid during 2009.
During the year 2006, the
principal Company shareholder advanced $110,000 and a company controlled by the
principal shareholder advanced $10,000. In 2007, the secretary of the Company
made advances which totaled $18,400, and in 2008 she advanced an additional
$300. The $110,000 advance does not require interest; the other advances bear
interest at 4.45%. All of these advances are due on demand.
The Company had a
contractual arrangement for administrative services with Lina Lei, secretary of
the corporation. This arrangement was terminated during 2006.
6. OTHER ADVANCES
During the year 2003, the
Company received a $99,900 subscription for its common stock. Before the stock
was issued, the subscriber cancelled the transaction, but has not demanded a
refund. The Company intends to repay the $99,900 during 2010.
7. EXPENSES
Expenses consist primarily
of professional fees ($10,188), transfer agent fees ($2,100), and filing fees
($410).
21
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008
8. INCOME TAXES
The Company has experienced
losses since its inception. As a result, it has incurred no Federal income tax.
The Internal Revenue Code allows net operating losses (NOL's) to be carried
forward and applied against future profits for a period of twenty years. The
available NOL's totaled $789,999 at December 31, 2008. The potential benefit of
these NOL's has been recognized on the books of the Company, but it has been
offset by a valuation allowance. If not used, the NOL carryforward will expire
in the years 2021 through 2028.
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
noncurrent deferred tax assets as presented below. These deferred tax assets
increased during 2008 by $4,094, the result of adding the potential benefit of
2008 losses.
Deferred Tax Assets
|
$
|
118,500
|
Valuation Allowance
|
|
118,500
|
Balance Recognized
|
$
|
-
|
There are no transactions
other than the NOL'S, mentioned above, which would create deferred tax assets
or liabilities.
9. RENTALS UNDER OPERATING LEASES
The Company shares office
space in Vancouver, New York and Tokyo with Amanasu Environment Corporation.
This arrangement is on a month to month basis. There was no rent expense
incurred in 2008 or 2007.
10. SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
There was no cash paid for
interest or income taxes during either of the periods presented. There were no
non-cash investing or financing activities during either 2008 or 2007.
11. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
The Company does not expect the
adoption of recently issued accounting pronouncements to have a significant
effect on the Company's results of operations, financial position or cash
flows.
12. CONTINGENCY
On February 10, 2006, a law
suit was commenced in which the Company, an affiliated company, and an officer
of the Company, were named as defendants. The lawsuit was settled in May 2007.
Under the terms of the settlement, the Company, its affiliate, and the officer
were obligated to pay $260,000 in monthly installments of $10,000 each. Thus far,
payments totaling $220,000 have been made against this obligation. Management
does not expect further payment to be required. The Company has not made any of
these payments, and management does not expect that any payments will be
required from the Company.
22
13. SUBSEQUENT EVENTS
On April 27, 2009, the
Company acquired 100% of the capital stock of Amanasu Water Corporation (Water)
from a company which is controlled by the principal Company shareholder, who is
also Chairman of the Board of Directors of the Company. Consideration for this
acquisition is to be 200,000 shares of Company common stock. Water is a
Japanese corporation which has been in the business of packaging and selling
bottled water in the Far East. At March 31, 2009, Water had assets of $172 and
liabilities which totaled $66,977. It had no revenue during the year 2008 and
expenses totaled $91,172. Thus, it sustained a net loss during the year 2008
of $91,172. Except as described in Note 14, Water had no revenue or expenses
during the year ended December 31, 2009.
14. Acquisition of Licensing Rights
On April 27, 2009, Water
acquired rights to a process entitled the Haruka (formerly known as
"Heartlet"), an automatic personal waste disposal unit. The acquisition
agreement initially required payments totaling $523,300. The agreement was
subsequently amended on November 2, 2009. Consideration for this amended
contract was $156,990. The $156,990 purchase price was financed by a non
interest bearing demand loan.
The Company has estimated
the useful life of this agreement to be five years. In making this estimate,
consideration was given to the competitive environment in which this system
will be used and the fact that it is technology based. The system was placed
in service November 15, 2009; amortization of the cost of the rights will begin
on that date.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
Disclosure Controls
We carried out an evaluation required by Rule 13a-15 of the Securities Exchange Act of 1934 (Exchange Act) under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures over financial reporting.
Disclosure controls and procedures are designed with the objective of ensuring that (i) information required to be disclosed in an issuer's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
The evaluation of our disclosure controls and procedures included a review of our objectives and processes and effect on the information generated for use in this Report. This type of evaluation is done quarterly so that the conclusions concerning the effectiveness of these controls can be reported in our periodic reports filed with the SEC. Our report on management's assessment of our internal control over financial reporting, as reported in our original filing on Form 10-K for the year ended December 31, 2008, was not prepared in the manner prescribed in Rule 13a-15. We have implemented the required processes and compensatory controls to minimize the risk of any recurrence and we will continue to develop processes that will be necessary as the business grows, and financial reporting becomes more complex. We intend to maintain these controls as processes that may be appropriately modified as circumstances warrant.
Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective in timely alerting them to material information which, is required to be included in our periodic reports filed with the SEC as of the filing of this Report.
23
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15. Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of the company's internal control over financial reporting pursuant to Exchange Act rule 13a - 15 and based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the criteria set forth in Internal Control - Integrated Framework, our Chief Executive Officer and Chief Financial Officer concluded that our internal controls and procedures over financial reporting were ineffective as of December 31, 2008.
However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Management necessarily applied its judgment in assessing the benefits of controls relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and may not be detected.
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we engaged our independent registered public accounting firm to perform, an audit on our internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report.
Changes in internal controls over financial reporting.
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 and Principal Financial Officer's evaluation that could significantly affect these internal
controls, including any corrective actions with regards to significant deficiencies and material weaknesses.
Item 9A (T). Controls and Procedures
None.
Item 9B. Other Information
None.
24
Part III
Item 10. Directors, Executive Officers and Corporate Governance
On of October 16, 2007 Hideyuki Shiraishi resigned as the President, Director, Secretary, and Treasurer of the Registrant. The resignation of Mr. Hiroyuki Shiraishi is owing to personal reasons and is not a result of any disagreements with the Registrant on any matter relating to the Registrant's operations, policies or practices. Yoshinori Yoshino will assume the vacant positions of President, and be appointed a Director of the Company effective October 16, 2007.
The directors and executive officers of the Company, their ages, and the positions they hold are set forth below.
The directors of the Company hold office until the next annual meeting of stockholders of the Company and until their
successors in office are elected and qualified. All officers serve at the discretion of the Board of Directors.
Name
|
Age
|
Position
|
Atsushi Maki
|
62
|
Chairman, Chief Executive OfficerDirector
|
Lina Lei
|
49
|
Secretary, Treasurer
|
Atsushi Maki has been the a Director of the Company since June 1, 2001. Mr. Maki was appointed Chairman October 16th, 2007.
During the past ten years, Mr. Maki has been an independent businessman involved mainly in real estate development projects in Japan.
In 1995, he served as a Director of the Japan-Korea Cooperation Committee along with the former Prime Minister of Japan who
acted as the Chairman of the committee. In 1999, he was responsible for establishing the Japan-China Association,
a foundation for fostering better relations between the two nations. He served as a director of the association,
along with the Chairman of Sony Corporation and the Honorary Chairman of Toyota Motor Corporation. Mr. Maki also is a director of Amanasu Environment Corporation,
a reported company under the federal securities laws.
Lina Lei has been the Secretary of the Company since 2001. Ms. Lei was appointed a director in November 1999 and resigned
from the board on August 21, 2002. From May 1990 to November 1999, Ms. Lei was employed by Thunder Company Ltd, Tokyo, Japan,
in various capacities including as its managing director. Ms. Lei completed her university studies in Shanghai, China in 1982,
and obtained a master's degree from Hitotsubashi University in Tokyo in 1990. During the past seven years, Ms. Lei's work
involvement has been limited to activities of the Company and that of Amanasu Techno Holdings Corporation.
Item 11. Executive Compensation
The officers of the Company are not full time employees. Presently, the Company does not have a formal
conflicts of interest policy governing its officers and directors. In addition, the Company does not have
written employment agreements with its officers. Its officers intend to devote sufficient business time
and attention to the affairs of the Company to develop the Company's business in a prudent and
business-like manner. However, the principal officer is engaged in other businesses related and unrelated
to the business of the Company, and in the future, will engage in other business ventures.
25
Item 12. Security Ownership of Certain benficial Owners and Management and Related Stockholder Matters
The following table will identify, as of March 31, 2009, the number and percentage of outstanding shares of common
stock of the Company owned by (i) each person known to the Company who owns more than five percent of the outstanding
common stock, (ii) each officer and director, and (iii) and officers and directors of the Company as a group.
The following information is based upon 46,506,300 shares of common stock of the Company which are issued and
outstanding as of March 31, 2009. The address for each individual below is 115 East 57th Street New York, NY 10022
the address of the Company.
Title of Security
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Ownership (1)
|
Percent of Class
|
Common Stock
|
Amanasu Corporation(2)
#902 Ark Towers, 1-3-40,
Roppongi, Minatoku, Tokyo, Japan
|
35,000,000
|
75.3%
|
Common Stock
|
Atsushi Maki(3)
|
40,373,700
|
86.8%
|
Common Stock
|
Lina Lei(4)
|
40,373,700
|
86.8%
|
Common Stock
|
Officers and Directors, as a group (3 persons)
|
40,373,700
|
86.8%
|
-
(1) "Beneficial ownership"means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or
to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of the
common stock of an issuer. The definition of beneficial ownership includes shares underlying options or warrants to purchase common
stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable
or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.
-
(2) Mr. Atsushi Maki, a director of the Company, is the sole shareholder of Amanasu Corporation and is deemed the beneficial
owner of such shares.
-
(3) Includes 4,873,700 shares of common stock held individually by Mr. Maki, 35,000,000 shares of common stock held by
Amanasu Corporation, and 500,000 shares of common stock held by Lina Lei. Mr. Maki disclaims beneficial
ownership of the shares held by Lina Lei.
-
(4) Includes 500,000 shares of common stock held individually by Ms. Lei, and 39,873,700 shares of common stock beneficially
owned by Atsushi Maki. Ms. Lei disclaims beneficial ownership of the shares held by Atsushi Maki.
Item 13. Certain Relationships and Related Transactions, and Director Independence
We enter into indemnification agreements with each of the members of our Board of Directors at the time they
join the Board to indemnify them to the extent permitted by law against any and all liabilities, costs, expenses,
amounts paid in settlement and damages incurred by the directors as a result of any lawsuit, or any judicial,
administrative or investigative proceeding in which the directors are sued or charged as a result of their service
as members of our Board of Directors.
Effective February 10, 2000, Amanasu Corporation, formerly Family Corporation, the Company's largest shareholder,
obtained the exclusive, worldwide rights to the technologies pursuant to a licensing agreement with its inventors.Thereafter,
on March 10, 2000, Amanasu Corporation licensed to the Company the exclusive, worldwide rights to the technologies,
subject to the terms of the underlying license agreement.
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As of September 6th, 2001, the Company made the payment of $160,000 (20,000,000 Yen) for the exclusive, worldwide rights
to the inventors. The sum of $160,000 was lent temporarily by Mr. Atsushi Maki as an individual. Mr.Maki is a director
and a majority shareholder of the Company and the sole shareholder of Amanasu Corporation. As of March 21st, 2002, the
Company reimbursed $100,000 to Mr. Maki through.
When the Company was established, the common stock of 17,000,000 shares were issued to Amanasu Corporation,
and the Company also issued an option to Amanasu Corporation to acquire 20,000,000 shares of the common stock at
$0.02 per share, which was exercised by Amanasu Corporation in October 2001. This acquisition of the common stock
of the Company by Amanasu Corporation has no relation to the event of the transfer of the right to the license
agreement for the high efficiency electrical motor and a high-powered magnet made between Amanasu Corporation and the Company.
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As of August 6th, 2001, Amanasu Corporation paid $250,000 out of the sum of $400,000 to the Company for the common stock
of 20,000,000 shares.
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As of October 12th, 2001, Amanasu Corporation paid the balance of $150,000 to the Company.
An additional 6,350,000 shares of its common stock, valued at $6,350, were issued to third parties.
These shares consisted of: 2,700,000 shares to Mr. Atsushi Maki, 3,000,000 shares to three persons to perform
marketing services for the Company, and 650,000 shares to three technical consultants of a company owned by the principal inventor.
During 2006, Lina Lei, an officer of the Company, received $10,500 in exchange for performing consulting services for the Company.
The Company shares office space in Vancouver, New York and Tokyo offices with Amanasu Environment Corporation, a reporting
company under the Securities Exchange Act of 1934, and a company controlled by Atsushi Maki, a director of the he Company
(See "Part I - Item 2 Properties").
Item 14. Principal Accounting Fees and Services
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Audit Fees during 2008 and 2007 were $6790.00 and $6775.00 respectively.
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Audit Related Fees during 2008 and 2007 were $3,750.00 and $3,255.00 respectively.
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Caption Tax Fees during 2008 and 2007 were $690.00 and $675.00 respectively.
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All Other Fees during 2008 and 2007 were $0.00 and $0.00 respectively.
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N/A
(i) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X. (ii) Disclose the percentage of services described in each of Items 9(e)(2) through 9(e)(4) of Schedule 14A that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
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Not greater than 50% for 2008 and 2007.
If greater than 50 percent, disclose the percentage of hours expended
on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year
that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.
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Part IV
Item 15. Exhibits Financial Statement Schedules
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Financial Statements and Schedules
The financial statements are set forth under Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
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Exhibit Listing
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3(i)(a) Articles of Incorporation of the Company. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
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3(i)(b) Certificate of Amendment to Articles of Incorporation. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
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3(i)(c) Certificate of Amendment to Articles of Incorporation. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
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3(i)(d) Certificate of Amendment to Articles of Incorporation. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
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3(ii)(a) Amended and Restated By - Laws of the Company. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
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10(i) License agreement between the Company and Yasunori Takahashi, Yoshiaki Takahashi and Y.T. Magnet Corporation, dated February 10, 2000. (Incorporated by reference to the Company's Form 10-SB/A file on June 21, 2002).
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10(ii) Agreement between Family Corporation and the Company dated March 10, 2000. (Incorporated by reference to the Company's Form 10-SB/A filed on June 21, 2002).
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Consultation Agreement between Lina Lei and the Company made on May 12, 2002. (Form 10KSB filed on March 31, 2003)
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Consultation Agreement between Lina Lei and the Company made on May 12, 2002. (Form 10KSB/A filed on July 21, 2003)
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Exhibit 31 - Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002.
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Exhibit 32 - Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002.
Signatures
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized
Amanasu Techno Holdings Corporation
Date: July 8, 2010
/s/ Atsushi Maki
Atsushi Maki
Chief Executive Officer
Chief Financial Officer
Chief Accounting Officer
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