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.
The Company's plan of operations for the next 12 months will be largely directed towards establishing its partnership with Seems Inc, formerly known and mentioned
as Pixen Inc (www.seems-inc.com). Seems Inc conducts its business in the biomimetics industry, and is a pioneer of the Bio-scent technology industry,
which utilizes fragrances, and/or odor data, in order to accomplish daily tasks, and/or replace current systems, such as fire alarms, credit card security,
and air purification and anti-bacterialization. Seems current business model covers two basic areas: Support service to conceive innovative fragrances, and Alternative medicine support service.
The Company plans to finalize a manufacturing and sales rights agreement during the first fiscal quarter ending
March 31, 2007 to all Seems Inc products for North America. These products include, but are not limited to the following: Credit Card Forgery Prevention Systems,
Smell Marking Systems, Disaster Victims Positioning Systems, Security Systems using an Encoded Substance Detection Sensor, Fire Alarm Systems using Functional Alarm Smells,
Anti-Drunk Driving Systems using One-to-One Reaction Sensor, Cancer Odor Sensor, Health Checker Systems, and All Fragrance generation Systems (ie. DAA, and Silvair models).
In addition to a Sales and Manufacturing agreement, The Company also plans to become a major shareholder of Seems during the 2007 fiscal year. The above
discussion is solely dependent on The Company's fund raising efforts during the first two fiscal quarters ending June 30, 2007.
Other than the provision of alternating business planning costs discussed above, the Company's cash requirements for the next 12 months are estimated to be $165,000.
This amount is comprised of the following estimate expenditures; $100,000 in annual salaries for office personnel, office expenses and travel, $30,000 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 12 months.
If the Company is unsuccessful in raising at least $300,000, it may not be able to complete its plan of operations as discussed above.
The company is expecting to gain the capital from issuing and selling the shares of the Company.
During the fiscal 2006 and 2005, the Company spent $-0- and $-0- respectively on research and development.
Liquidity
And Capital Resources
In October 2001, the Company received $46,000 from four investors and $400,000 resulting from the exercise of stock options for
20,000,000 shares of common stock by the Company's principal shareholder. During the 2003 period, the Company raised $99,900
and should be considered a liability. 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 parts inventory, as discussed below.
Total assets as of December 31, 2006 were $1,501,
representing a decrease of $111,439 from total assets of $112,940 as of December 31, 2005. This decrease is due to the Company writing
off the patented battery charger technology for the electric scooter.
Forward
Looking Statements. Certain
of the statements contained in this Annual Report on Form 10-KSB include forward
looking statements. All statements other than statements of historical facts
included in this Form 10-KSB regarding the Company's financial position,
business strategy, and plans and objectives of management for future operations
and capital expenditures, and other matters, are forward looking statements.
These forward looking statements are based upon management's expectations of
future events. Although the Company believes the expectations reflected in such
forward looking statements are reasonable, there can be no assurances that such
expectations will prove to be correct. Additional statements concerning
important factors that could cause actual results to differ materially from the
Company's expectations ("Cautionary Statements") are disclosed below in the
Cautionary Statements section and elsewhere in this Form 10-KSB. All written and
oral forward looking statements attributable to the Company or persons acting on
behalf of the Company subsequent to the date of this Form 10-KSB are expressly
qualified in their entirety by the Cautionary Statements.
Cautionary
Statements. Certain
risks and uncertainties are inherent in the Company's business. In addition to
other information contained in this Form 10-KSB, the following Cautionary
Statements should be considered when evaluating the forward looking statements
contained in this Form 10-KSB:
Developmental
Stage Company. The
Company was incorporated on February 22, 1999, and is a development stage
company. Presently, it has acquired certain technologies relating to an
electrical motor scooter, however, the Company scooter is not available for
commercial sale. As a development stage enterprise, the Company may be subject
to the many pitfalls commonly associated with development stage enterprises,
such as testing and proving technologies. These risks are in addition to normal
business risks. The Company's ability to emerge from the development stage with
respect to its planned principal business activity is dependent upon a number of
factors, including product development of existing technologies and successfully
raising additional financing to meet its working capital needs.
Need
For Additional Capital. The
Company will require additional capital to meet its ongoing
operating requirements. Seems Inc's technologies require FDA approval, and even though
the initial market approval is not capital intensive, additional pre-market approvals are.
The Company intends to raise the capital through a
private or public financing of debt or equity. Presently, the Company has no
commitment for any such funding. The Company can not predict whether it will be
successful in obtaining such financing on terms acceptable to the Company or on
any terms. The inability to obtain such financing will have a material adverse
affect on the Company and its ability to develop and commercial sell the
products.
Ability
To Develop Commercial Product
.
The majority of the Company's partners reside in Japan, and with that, the Company must pass through different government regulatory
departments. The Company's upcoming partnership with Seems Inc, and introduction
of their product line to the United States will require FDA Pre-market approval in order to maximize
the Company's ability to market. FDA approval is required due to the nature of the Seems Inc's products, which for the majority are considered
medical devices in the United States. The principle statements that will be used to market Seems Inc's technologies such as,
"Hypo-allergenic", and "Anti-bacterial" will require FDA approval. Since, the Company has no previous
Pre-market approval applications with the FDA, the initial application and process fee is waived. The only
factor in concern is the time required to approve the use of the statements previously mentioned. Sales operations will
commence; however, the previously mentioned statements will be omitted until FDA approval is obtained.
Rapid
Technological Changes. The
industry in which the Company intends to compete is subject to rapid
technological changes. No assurances can be given that the any technological
advantages which may be enjoyed by the Company in respect of its technologies
can not or will not be overcome by technological advances by competitors
rendering the Company's technologies obsolete or non-competitive.
Lack
Of Established Distribution Channels. The
Company does not have an established channel of distribution for any of its
products at present. The Company is currently researching and contacting possible
channels of distribution. The main focus is on chain organizations: restaurant,
hotel, and hospital chains. The Company will also focus on
establishing a network of designated dealers in targeted markets in Japan and
South East Asia. The Company can not predict whether it
will be successful in establishing its intended dealer network in
Japan.
Management. The
ability of the Company to successfully conduct its business affairs will be
dependent upon the capabilities and business acumen of current management
including Mr. Hideyuki Shiraishi, the Company's President. Accordingly,
shareholders must be willing to entrust all aspects of the business affairs of
the Company to its current management. Further, the loss of any one of the
Company's management team could have a material adverse impact on its continued
operation.
Control
Exercised By Management. As of
March 15, 2005, the existing officers and directors, and affiliates will control
approximately 87% of the shareholder votes. Consequently, management will
control the vote on all matters brought before shareholders, and holders of
common stock may have no power in corporate decisions usually brought before
shareholders.
Conflicts
of Interest. 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. As a result, the principal
officer and other officer of the Company may have a conflict of interest in
allocating their respective time, services, and future resources, and in
exercising independent business judgment with respect to their other businesses
and that of the Company.
Reliance
upon Third Parties. The
Company does not intend on maintaining a significant technical staff nor does it
intend on manufacturing its products. Rather it will rely heavily on
consultants, contractors and manufacturers to design, develop and manufacture
its products. Accordingly, there is no assurance that such third parties will be
available when needed at affordable prices.
Competition. Although
management believes its product has significant competitive advantages to other
products in the industry. However, the Company will be competing in industries
where enormous competition exists. Competitors in these industries have greater
financial, engineering and other resources than the Company. No assurances can
be given that any advances or developments made by such companies will not
supersede the competitive advantages of the Company's products.
Protection
Of Intellectual Property. The
success of the Company will be dependent, in part, upon the protection of its
proprietary of its various technologies from competitive use. Certain of its
technologies are the subject of various patents in varying jurisdictions (See
"Description of Business - Proprietary Rights"). In addition to the patent
applications, the Company relies on a combination of trade secrets,
nondisclosure agreements and other contractual provisions to protect its
intellectual property rights. Nevertheless, these measures may be inadequate to
safeguard the Company's underlying technologies. If these measures do not
protect the intellectual property rights, third parties could use the Company's
technologies, and its ability to compete in the market would be reduced
significantly. In addition, if the sale of the Company's product extends to
foreign countries, the Company may not be able to effectively protect its
intellectual property rights in such foreign countries.
In the
future, the Company may be required to protect or enforce its patents and patent
rights through patent litigation against third parties, such as infringement
suits or interference proceedings. These lawsuits could be expensive, take
significant time, and could divert management's attention from other business
concerns. These actions could put the Company's patents at risk of being
invalidated or interpreted narrowly, and any patent applications at risk of not
issuing. In defense of any such action, these third parties may assert claims
against the Company. The Company cannot provide any assurance that it will have
sufficient funds to vigorously prosecute any patent litigation, that it will
prevail in any of these suits, or that the damages or other remedies awarded, if
any, will be commercially valuable. During the course of these suits, there may
be public announcements of the results of hearings, motions and other interim
proceedings or developments in the litigation which could result in the negative
perception by investors, which could cause the price of the Company's common
stock to decline dramatically.
Indemnification
of Officers and Directors for Securities Liabilities. The
Company's By-Laws eliminates personal liability in accordance with the Nevada
Revised Statutes (NRS). Section 78.7502 of the NRS provides that a corporation
may eliminate personal liability of an officer or director to the corporation or
its stockholders for breach of fiduciary duty as an officer or director provided
that such indemnification is limited if such party acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interest
of the corporation. In so far as indemnification for liability arising from the
Securities Act of 1933 ("Act")may be permitted to Directors, Officers or persons
controlling the Company, it has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.
Penny
Stock Regulation. The
Company's common stock may be deemed a "penny stock" under federal securities
laws. The Securities and Exchange Commission has adopted regulations that define
a "penny stock" generally to be any equity security that has a market price of
less than $5.00 per share, subject to certain exceptions. These regulations
impose additional sales practice requirements on any broker/dealer who sell such
securities to other than established investors and accredited investors. For
transactions covered by this rule, the broker/dealer must make certain
suitability determinations and must receive the purchaser's written consent
prior to purchase. Additionally, any transaction may require the delivery prior
to sale of a disclosure schedule prescribed by the Commission. Disclosure also
is required to be made of commissions payable to the broker/dealer and the
registered representative, as well as current quotations for the securities.
Finally, monthly statements are required to be sent disclosing recent price
information for the penny stock held in the account of the customers and
information on the limited market in penny stocks. These requirements generally
are considered restrictive to the purchase of such stocks, and may limit the
market liquidity for such securities.
Item
7. Financial
Statements.
The
Financial Statements that constitute Item 7 of this Annual Report on Form 10-KSB
are included immediately following Item 14 below.
Item
8. Changes
In And Disagreements With Accountants On Accounting And Financial
Disclosure.
None.
Item
8A. Controls
and Procedures.
Within
the 90-day period prior to the filing of this annual report on Form 10-KSB, the
Company carried out an evaluation of the effectiveness of the Company's
disclosure controls and procedures (as defined by Rule 13a-14(c) 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. 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 those officers the information
necessary whether:
(i) this
annual report on Form 10-KSB 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 annual report on Form 10-KSB, and(ii) the
financial statements, and other financial information included in this annual
report on Form 10-KSB, 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 annual report on Form 10-KSB.
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.
PART
III
Item
9. Directors,
Executive Officers, Promoters And Control Persons.
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 |
59 |
Director |
Lina
Lei |
46 |
Secretary |
Hideyuki
Shiraishi |
48 |
Chairman,
President, and Chief Financial
Officer |
Atsushi
Maki has been
the a Director of the Company since June 1, 2001. 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 is the husband of Lina Lei, the Secretary of the
Company. 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 five years, Ms.
Lei's work involvement has been limited to activities of the Company and that of
Amanasu Technologies Corporation. Ms. Lei is the wife of Atsushi Maki, the
Chairman and President of the Company.
Hideyuki
Shiraishi has been
Chairman, President, and Chief Financial Officer since November 12, 2004 after
the resignation of Masafumi Hata, the previous Chairman, President, and Chief
Financial Officer of the Company. From 1997 throughout 1999, Mr. Shiraishi
held the post of Trustee of the Japan Council of Shopping Centers (the
"Council").
The Council is a member of the International Council of Shopping Centers
and is the global trade association of the shopping center industry. From
March 1999 through June 2000, Mr. Shiraishi became the Representative Director
of Sephora AAP Japan and launched 6 stores in Ginza, Shinsaibashi, Shibuya,
Shinjuku, Ikebukuro, and Laraport. From July 2000 through May 2003, Mr.
Shiraishi became the Director of Real Estate and Property Development at LVMH
Moet Hennessy Louis Vuitton Japan, a parent company of Sephora, where he
launched several stores in Japan for companies such as Chaumet and Christian
Dior. From June 2003 to present, Mr. Shiraishi has held the position Chief
Project Leader for the Institute for Eco and Economic Systems (the "Institute").
The Institute's main objective is to develop environmentally friendly
products for used in all areas of commerce. As Chief Project Leader, Mr.
Shiraishi is responsible in heading the department of New Product Development.
Item
10. Executive
Compensation.
Ms. Lina
Lei, an officer of the Company, received $10,500 in exchange for consulting
services rendered to the Company. No other form of compensation or remuneration
was paid to any officer or director during fiscal 2006. Future
services to be rendered by Ms. Lei will be subject to the approval of the Board
of Directors. Other than as indicated above, the Company did not have any other
form of compensation payable to its officers or directors, including any stock
option plans, stock appreciation rights, or long term incentive plan awards for
the periods during the above fiscal years.
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.
Item
11. Security Ownership Of Certain Beneficial Owners And
Management.
The following table will identify,
as of March 15, 2006, 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 15, 2006. The address for each individual below is 701 Fifth Avenue, 42nd Floor,
Seattle, Washington 98104 the address of the Company.
Title
of
Security |
Name
and Address of Beneficial Owner |
Amount
and nature 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 |
Hideyuki
Shiraishi |
70,000 |
|
<1% |
|
|
|
|
|
|
Officers
and Directors, as a group (3 persons) |
40,443,700 |
|
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 Mr. Maki's wife, Lina Lei. Mr. Maki disclaims
beneficial ownership of the shares held by his wife.
(4).
Includes 500,000 shares of common stock held individually by Ms. Lei, and
39,873,700 shares of common stock beneficially owned by Ms. Lei's husband,
Atsushi Maki. Ms. Lei disclaims beneficial ownership of the shares held by her
husband.
ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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.
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.
- |
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. |
- |
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 Description of
Property").
Item
13. Exhibits and Reports on Form 8-K.
Exhibit Description
3(i)(a) Articles
of Incorporation of the Company. (Incorporated by reference to the Company's
Form 10-SB/A filed on June 21, 2002).
3(i)(b) Certificate
of Amendment to Articles of Incorporation. (Incorporated by reference to the
Company's Form 10-SB/A filed on June 21, 2002).
3(i)(c) Certificate
of Amendment to Articles of Incorporation. (Incorporated by reference to the
Company's Form 10-SB/A filed on June 21, 2002).
3(i)(d) Certificate
of Amendment to Articles of Incorporation. (Incorporated by reference to the
Company's Form 10-SB/A filed on June 21, 2002).
3(ii)(a) Amended
and Restated By - Laws of the Company. (Incorporated by reference to the
Company's Form 10-SB/A filed on June 21, 2002).
10(i) License
agreement between the Company and Yasunori Takahashi, Yoshiaki Takahashi and
Y.T. Magnet Corporation, dated February 10, 2000. (Incorporated by reference to
the Company's Form 10-SB/A file on June 21, 2002).
10(ii)
Agreement
between Family Corporation and the Company dated March 10, 2000. (Incorporated
by reference to the Company's Form 10-SB/A filed on June 21, 2002).
Consultation
Agreement between Lina Lei and the Company made on May 12, 2002. (Form 10KSB
filed on March 31, 2003)
Consultation
Agreement between Lina Lei and the Company made on May 12, 2002. (Form 10KSB/A
filed on July 21, 2003)
31
Certification
under Section 906 of the Sarbanes-Oxley Act.
32
Certification
under Section 906 of the Sarbanes-Oxley Act.
(b).
Reports on Form 8-K.
None
Item
14. Principal Accountant Fees and Services.
(1).
Audit fees during 2006 were $9,975 and for 2005 were $9,845.
(2) Audit
Related Fees during 2006 and 2005 were $0.
(3) Caption Tax
Fees for 2006 during $625 and 2005 were $0.
(4) All
Other Fees during $0.
(5)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.
(6) Not greater than 50% for 2006 and 2005.
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.
7
AMANASU
TECHNOLOGIES CORPORATION
(A
Development Stage Company)
FINANCIAL
STATEMENTS
DECEMBER
31, 2006
|
Page |
Accountant's
Audit Report |
1 |
|
|
Balance
Sheet |
2 |
|
|
Statements
of Operations and Deficit Accumulated During Development
Stage |
3 |
|
|
Statements
of Changes in Stockholder's Equity |
4 |
|
|
Statements
of Cash Flows |
5 |
|
|
Notes
to Financial Statements |
6 |
CERTIFIED
PUBLIC ACCOUNTANT
61
BERDAN AVENUE
WAYNE,
NEW JERSEY 07470
LICENSED
TO PRACTICE |
|
TEL:
973-628-0022 |
IN
NEW YORK AND NEW JERSEY |
|
FAX:
973-696-9002 |
MEMBER
OF AICPA |
|
E-MAIL:
rgjcpa@optonline.net |
PRIVATE
COMPANIES PRACTICE SECTION
MEMBER
CENTER FOR PUBLIC COMPANY AUDIT FIRMS
REGISTERED
PUBLIC ACCOUNTING FIRM WITH
PUBLIC
COMPANY ACCOUNTING OVERSIGHT BOARD
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors
Amanasu
Technologies Corporation
I have audited the accompanying balance sheet of Amanasu Technologies Corporation
(a development stage company) as of December 31, 2006, and the related statements
of operations and deficit accumulated during development stage, changes in stockholders'
equity, and cash flows for the years ended December 31, 2006 and 2005. These financial
statements are the responsibility of the Company management. My responsibility is
to express an opinion on these financial statements based on my audit.
I conducted the audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to have,
nor was I engaged to perform, an audit of its internal control over financial reporting.
My audit 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, I 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. I believe that my audit provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Amanasu Technologies Corporation as
of December 31, 2006, and the results of its operations and its cash flows for the
years ended December 31, 2006 and 2005 in conformity with U. S. generally accepted
accounting principles.
The accompanying 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, 2006, the Company had a working capital deficiency of $224,564 as well
as an accumulated deficit of $761,964. 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
March 16,
2007
Wayne,
New Jersey
AMANASU TECHNOLOGIES CORPORATION
(A
Development Stage Company)
December
31, 2006
ASSETS |
|
|
|
|
|
|
|
Current
Assets: |
|
|
|
|
Cash
|
|
$ |
1,357 |
|
Total
current assets |
|
|
1,357 |
|
|
|
|
|
|
Fixed
Assets: |
|
|
|
|
Automobile |
|
|
1,500 |
|
Less,
accumulated depreciation |
|
|
1,356 |
|
Net fixed assets
|
|
|
144
|
|
Total
Assets |
|
$ |
1,501 |
|
LIABILITIES
AND STOCKHOLDERS' EQUITY |
|
|
|
|
Current
Liabilities: |
|
|
|
|
Accrued expenses |
|
$ |
2,415 |
|
Rent Payable |
|
|
3750 |
|
Advances from shareholders |
|
|
120,000 |
|
Other Advance |
|
|
99,900 |
|
Total
current liabilities |
|
|
226,065 |
|
|
|
|
|
|
Stockholders'
Deficit: |
|
|
|
|
Common
stock: authorized 100,000,000 shares of $.001 par value; 46,506,300 issued
and outstanding |
|
|
46,506 |
|
Additional
paid in capital |
|
|
490,894 |
|
Deficit
accumulated during development stage |
|
|
(761,964) |
|
|
|
|
|
|
Total
stockholders' deficit |
|
|
(224,564) |
|
|
|
|
|
|
Total
Liabilities and Stockholders' Deficit |
|
$ |
1,501 |
|
The
accompanying notes are an integral part of these financial
statements.
AMANASU TECHNOLOGIES
CORPORATION
(A
Development State Company)
ACCUMULATED
DURING DEVELOPMENT STAGE
|
|
Year Ended December 31,
2006 |
|
Year Ended December 31,
2005 |
|
December
1, 1997
(Date
of Inception) To December 31, 2006 |
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
- |
|
$ |
- |
|
$ |
91,912 |
|
Expenses |
|
|
40,009 |
|
|
87,059 |
|
|
753,802 |
|
Impairment Charge - write down of licensing agreement |
|
|
(103,528) |
|
|
- |
|
|
(103,528) |
|
Operating Loss |
|
|
(143,537) |
|
|
(87,059) |
|
|
(765,418) |
|
Other
Income-expenses |
|
|
32 |
|
|
- |
|
|
3,454
|
|
Loss
accumulated during development stage |
|
$ |
(143,505) |
|
$ |
(87,059) |
|
$ |
(761,964) |
|
Loss per share - Basic and Diluted |
|
$ |
- |
|
$ |
- |
|
|
|
|
Average number of shares outstanding
|
|
|
46,506,300
|
|
|
46,506,300 |
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
AMANASU TECHNOLOGIES
CORPORATION
(A
Development Stage Company)
STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR
THE PERIOD DECEMBER 1, 1997 (DATE OF INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER
31, 2006
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
Additional |
|
During |
|
|
|
|
|
Common
Stock |
|
Paid-in |
|
Development
|
|
|
|
|
|
Shares |
|
Amount |
|
Capital |
|
Stage |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
December 1, 1997, at inception of development stage |
|
|
3,000,000 |
|
$ |
3,000 |
|
$ |
(1,600 |
) |
$ |
(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 |
|
|
|
|
|
|
|
|
|
|
|
(190,139 |
) |
|
(190,139 |
) |
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 |
|
|
|
|
|
70,000 |
|
Net
loss 2003 |
|
|
|
|
|
|
|
|
|
|
|
(278,798 |
) |
|
(278,798 |
) |
Net
loss 2004 |
|
|
|
|
|
|
|
|
|
|
|
(21,704) |
|
|
(21,704) |
|
Balance,
December 31, 2004 |
|
|
46,506,300
|
|
$ |
46,506 |
|
$ |
490,894 |
|
$ |
(531,400) |
|
$ |
6,000 |
|
Net
loss 2005 |
|
|
|
|
|
|
|
|
|
|
|
(87,059) |
|
|
(87,059) |
|
Balance,
December 31, 2005 |
|
|
46,506,300 |
|
$ |
46,506 |
|
$ |
490,894 |
|
$ |
(618,459) |
|
$ |
(81,059) |
|
Net
loss 2006 |
|
|
|
|
|
|
|
|
|
|
|
(143,505) |
|
|
(143,505) |
|
Balance,
December 31, 2006 |
|
|
46,506,300 |
|
$ |
46,506 |
|
$ |
490,894 |
|
$ |
(761,964) |
|
$ |
(224,564) |
|
The
accompanying notes are an integral part of these financial
statements.
AMANASU TECHNOLOGIES CORPORATION
(A
Development State Company)
|
|
Year Ended December 31,
2006 |
|
Year Ended December 31,
2005 |
|
December
1, 1997 (Date of Inception)
To
December 31,2006 |
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATIONS: |
|
|
|
|
|
|
|
Net
loss |
|
$ |
(143,505 |
) |
$ |
(87,059 |
) |
$ |
(761,964 |
) |
Charges
not requiring the outlay of cash: |
|
|
|
|
|
|
|
|
|
|
Depreciation
and Amortization |
|
|
9,576 |
|
|
9,617 |
|
|
57,828 |
|
Impairment of Licensing Agreement
|
|
|
103,528
|
|
|
- |
|
|
103,528 |
|
Common stock issued for services
|
|
|
-
|
|
|
- |
|
|
21,300 |
|
Changes
in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
Increase in accrued expenses
|
|
|
315 |
|
|
575 |
|
|
2,415 |
|
Increase in Rent Payables |
|
|
3,750 |
|
|
- |
|
|
3,750 |
|
Net
Cash Consumed By Operating Activities |
|
|
(26,336) |
|
|
(76,867 |
) |
|
(573,143) |
|
CASH
FLOWS 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 |
) |
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING |
|
|
|
|
|
|
|
|
|
|
ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Advance Received |
|
|
|
|
|
|
|
|
99,900 |
|
Issuances
of common stock to investors |
|
|
- |
|
|
- |
|
|
446,100 |
|
Shareholder
deposits for common stock |
|
|
- |
|
|
|
|
|
70,000 |
|
Shareholder advance |
|
|
120,000 |
|
|
20,000
|
|
|
200,000 |
|
Repayment of Shareholder advances |
|
|
- |
|
|
(80,000)
|
|
|
(80,000) |
|
Advance from affiliate |
|
|
- |
|
|
100,000 |
|
|
200,000 |
|
Repayment of advances from affiliate
|
|
|
(100,000) |
|
|
- |
|
|
(200,000) |
|
Net
Cash Provided By Financing Activities |
|
|
20,000 |
|
|
40,000 |
|
|
736,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
Change In Cash |
|
|
(6,336 |
) |
|
(36,867 |
) |
|
1,357 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash
balance, beginning of period |
|
|
7,693 |
|
|
44,560 |
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
balance, end of period |
|
$
|
1,357 |
|
$ |
7,693 |
|
$ |
1,357 |
|
The
accompanying notes are an integral part of these financial
statements.
AMANASU
TECHNOLOGIES CORPORATION
(A
Development Stage Company)
December
31, 2006
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,
and to Supreme Group International, Inc. on December 24, 2000.
The present name was adopted May 30, 2001.
Business
The Company has 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
(CONT'D) |
Development Stage Accounting
The Company is a development stage company, as defined in Financial Accounting Standards
(FAS) Statement No. 7. 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, 2006, the Company
has been in the development stage and all its efforts have been devoted to obtaining
worldwide licensing rights to the technology, which is described above, and planning
for marketing its products.
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.
AMANASU
TECHNOLOGIES CORPORATION
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
December
31, 2006
2. |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONT'D) |
Intangible Assets
Intangible assets are recorded at cost. Amortization is provided by straight line methods, using a life of 17
years for the sub-licensing agreement, which is based on the life of the underlying patent.
Licensing Agreement
During the year 2000, the Company acquired the world-wide licensing rights for certain patented magnetic and
power generating technology from a corporation which is the majority owner of Company stock, at a cost of $160,000.
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.
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.
Segment Reporting
Management will treat the operations of the Company as one segment.
AMANASU
TECHNOLOGIES CORPORATION
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
December
31, 2006
3. 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 December 31, 2006, 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.
4. RELATED PARTY TRANSACTIONS
During the year 2003, the majority shareholder made a $60,000 advance to the Company by paying a Company obligation.
An additional $20,000 was advanced by this shareholder during 2005. Later in 2005, the entire $80,000 so advanced
was repaid. In 2006, 2 major shareholders made advances to the Company which totaled $120,000.
An affiliated corporation advanced $100,000 to the Company during 2005. An additional $100,000 was advanced by
that corporation in January 2006. These advances were originally intended for the purchase of common stock.
Both of these advances were repaid in March 2006.
As noted above, shareholder advances of $120,000 were received during 2006. In March 2006, the principle
company shareholder advanced $110,000. In August 2006, another $10,000 was received from the wife of this
shareholder, who is also a shareholder. The $110,000 advance does not require interest; the $10,000
advance bears interest at 4.45%. Both advances are due on demand.
The Company had a contractual arrangement for administrative services with the wife of the principle shareholder
of the corporation. This arrangement was terminated during 2006. Compensation for these services was $3,500 per month.
In 2006, the Company paid $10,500 for these services.
5. EXPENSES
Expenses consist primarily of administrative services ($12,650), professional fees ($7,855), filing fees ($2,933),
amortization of the sub-licensing agreement ($9,412), and impairment loss of the licensing agreement ($103,528).
6. 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 NOL's total was $ 760,037. 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 2026.
Under Statement of Financial Accounting Standards No. 109, 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 2006 by $21,237, the result of adding the
potential benefit of 2006 losses.
Deferred
Tax Assets |
|
$ |
114,006 |
|
Valuation
Allowance |
|
|
114,006 |
|
Balance
Recognized |
|
$ |
- |
|
AMANASU
TECHNOLOGIES CORPORATION
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
December
31, 2006
7. IMPAIRMENT
The Company has an investment totaling $160,000 in licensing rights for certain patented magnetic
and power generating technology (see Note 1). During 2006, the value of these rights was reviewed
and impairment was found to have occurred. As a result, the remaining unamortized cost of these
rights was reduced to $-0- through a $103,528 loss provision.
8. RENTALS UNDER OPERATING LEASES
The Company shares office space in Vancouver, New York and Tokyo with Amanasu Corporation Environment.
Its arrangement is made on a month to month basis. Rent totaled $3,750 was incurred in 2006. In 2005, rent totaled $12,446.
9. 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 2006. There also were no
noncash investing or financing activities during 2005.
10. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
The Company does not anticipate the adoption of recently issued accounting pronouncements
to have a significant effect on the Company's results of operations, financial position or cash flows.
11. SUBSEQUENT EVENTS
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 subsequently settled on March 27, 2007 .
Under the terms of the settlement, the Company, its affiliate,
and the officer are obligated to pay $260,000 in monthly installments of $10,000 each.
The Company does not expect to incur any expense as a result of this settlement, because
the officer involved in the suit has agreed to take personal responsibility for the settlement.
-9-
SIGNATURES
In accordance with 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 Technologies Corporation
/s/ Hideyuki Shiraishi
|
|
|
|
|
|
Hideyuki Shiraishi
|
|
April 13, 2007
|
|
|
|
President
|
|
|
And Principal Accounting Officer
|
|
|
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Atsushi Maki
|
|
|
|
|
April 13, 2007
|
Atsushi Maki
|
|
|
Director
|
|
|
|
|
|
|
|
|
/s/ Hideyuki Shiraishi
|
|
|
|
|
April 13, 2007
|
Hideyuki Shiraishi
|
|
|
Director
|
|
|
-10-