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EX-31 - EXHIBIT 31 - AMANASU TECHNO HOLDINGS CORPatex31qa.htm
EX-32 - EXHIBIT 32 - AMANASU TECHNO HOLDINGS CORPatex32qa.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended June 30, 2009

[     ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ________________

Commission File Number: 001-31261

AMANASU TECHNO HOLDINGS CORPRATION

(Exact name of registrant as specified in its charter)

Nevada   98-0351508
(State of other jurisdiction of incorporation or organization)   (I.R.S. Eployer Identification No.)

115 East 57th Street, 11th Floor New York, NY 10022

(Address of principal executive offices)

646-274-1274

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X   No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting copany" in Rule 12b-2 of the Exchange Act.

Large accelerated filer     Accelerated filer  
Non-accelerated filer   (Do not check if a smaller reporting company) Smaller reporting company X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes     No X

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all docments and reports required to be filed by sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes     No  

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practiable date: 44,000,816 as of November 5, 2009.


AMANASU TECHNO HOLDINGS CORPORATION
ANNUAL REPORT ON FORM 10-Q
FOR THE PERIOD ENDED June 30, 2009
TABLE OF CONTENTS

Reference Section Name Page
PART I
Item 1. Financial Statements 1
Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
Item 4. Controls and Procedures 10
Item 4T. Controls and Procedures 11
PART II
Item 1. Legal Proceedings 11
Item 1A. Risk Factors 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3. Default Upon Senior Securities 11
Item 4. Submission Of Matters To A Vote Of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits 11
Signatures Signatures 12

Part I

Item 1. Financial Statements

The Company's unaudited consolidated financial statements for the three month period ended June 30, 2009 are included with this Form 10-Q. The unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three month period ended June 30, 2009 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2009.

1


AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS

  June 30, 2009 (Unaudited) December 31, 2008 (Audited)
Assets        
Current Assets
Cash $ 1,918 $ 2,173
Total Current Assets 1,918 2,173
Other Assets        
License agreement, net of accumulated amortization of $8,722 156,990 -
Total Other Assets   156,990   -
Total Assets $ 158,908 $ 2,173
 
Liabilities And Stockholders' Deficit
Current Liabilities    
Accrued Expenses $ 19,703 $ 16,156
Rent Payable 3,750 3,750
Advances From Shareholders 141,944 138,700
Other Advances   99,900   99,000
Other Current Liabilities 224,403 70,103
Non controlling Interest   439   -
Total Current Liabilities   489,701   328,609
Stockholders' Deficit    
Common Stock: authorized 100,000,000 shares of $0.001 par value; 46,506,300 issued and outstanding 48,506 46,506
Additional Paid In Capital 744,502 746,502
Deficit accumulated during development stage   (1,121,121))   (1,112,875)
Other Comprehensive Income (2,680) (6,569)
Total Stockholders' Deficit   (330,793)   (326,436)
 
 
Total Liabilities and Stockholders' Deficit $ 158,908 $ 2,173
These statements should be read in conjunction with the year-end financial statements.

2


AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING DEVELOPMENT STAGE
For The Six Month Periods Ended June 30
(Unaudited)

  Six Month Periods Ended June 30, December 1, 1997 (Date of Inception)
  2009 2008 To June 30, 2009
Revenue $ - $ - $ 124,474
Cost of goods sold   -   -   (23,980)
Gross Profit   -   -   100,494
Expenses   (6,585)   (26,951)   (1,119,031)
Impairment charge - write down of licensing agreement   -   -   (103,528)
Operating Loss   (6,585)   (26,951)   (1,122,065)
Interest income   -   1   3,530
Other income           96
Interest expense   (1,660)   -   (2,682)
Loss accumulated during developing stage   (8,245)   (26,950)   (1,121,121)
Other comprehensive income (loss) $ 3,893 $ 1,646   (2,677)
Total comprehensive income (loss) $ (4,356) $ (25,304)   (1,132,595)
Loss per share - basic and diluted $ - $ -    
Weighted average number of shares outstanding   46,506,300   46,506,300    
These statements should be read in conjunction with the year-end financial statements.

3


AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING DEVELOPMENT STAGE
For The Three Month Periods Ended June 30
(Unaudited)

  Three Month Periods Ended June 30, December 1, 1997 (Date of Inception)
  2009 2008 To June 30, 2009
Revenue $ - $ - $ 124,474
Cost of goods sold   -   -   (23,980)
Gross Profit           100,494
Expense   (6,585)   4,068   (1,119,031)
Impairment charge - write down of licensing agreement   -   -   (103,528)
Operating loss   (6,585)   4,068   (1,122,065)
Interest Income   -   -   3,530
Other Income           96
Interest Income   (1,660)   -   (2,682)
Loss accumulated during developing stage   (8,245)   4,068   (1,121,121)
Other comprehensive income   3,889   (1,318)   (2,676)
Total comprehensive income $ (4,356) $ 2,750   (1,132,595)
Loss per share - Basic and Diluted $ - $ -    
Weighted average number of shares outstanding   46,506,300   46,506,300    
These statements should be read in conjunction with the year-end financial statements.

4


AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Sixth Month Periods Ended June 30
(Unaudited)

  Six Month Periods Ended June 30, December 1, 1997 (Date of Inception)
  2009 2008 To June 30, 2009
CASH FLOWS FROM OPERATIONS            
Net Loss $ (8,245) $ (26,950) $ (1,121,121)
Adjustments to reconcile net loss to net cash consumed by operating activities:            
Charges not requiring an outlay of cash            
Depreciation and amortization   -   -   57,969
Impairment of licensing agreement   -   -   103,528
Common stock issued for services   -   -   21,300
Changes in assets and liabilities            
Increase in accrued expenses   3,548   14,706   19,703
Decrease in other current liabilities   (2,690)   (4,839)   67,413
Increase in accounts receivables   -   (1,739)    
Increase in accounts payable   -   18,838    
Increase in rent payable   -   -   3,750
Net Cash Consumed By Operating Activities   (7,387)   16   (847,458)
             
CASH FLOWS FROM INVESTING ACTIVITIES            
Purchase of automobile   -   -   (1,500)
Payments of amount due for licensing agreement   (156,990)   -   (316,990)
Net Cash Consumed By Investing Activities   (156,990)   -   (318,490)
             
CASH FLOWS FROM FINANCING ACTIVITIES            
Advance received   -   -   99,900
Issuances of common stock to investors   -   -   701,708
Shareholder deposits for common stock   -   -   70,000
Shareholder advances   3,244   -   221,944
Repayment of shareholder advances   -   -   (80,000)
Advances from affiliate   -   -   200,000
Repayment of advances from affiliate   -   -   (200,000)
Borrowing to finance acquisition of licensing agreement   156,990   -   156,990
Net Cash Provided By Financing Activities   160,234   -   1,170,542
Effect on cash of exchange rate changes   (4,143)   (2,587)   (2,676)
Net Change In Cash   3,888   (2,571)   1,918
Cash balance, beginning of period   2,173   6,471   -
Cash balance, end of period $ 1,918 $ 3,900 $ 1,918
These statements should be read in conjunction with the year-end financial statements.

5


AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2009
(Unaudited)

1. BASIS OF PRESENTATION

The unaudited interim consolidated financial statements of Amanasu Techno Holdings Corporation ("the Company") as of June 30, 2009 and 2008 and for the six month periods ended June 30, 2009 and 2008, have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of such periods. The results of operations for the six month period ended June 30, 2009 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2009.

Certain information and disclosures normally included in the notes to financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2008.

2. RESTATEMENTS

On September 10, 2009, the Company determined that a restatement of its financial statements for the quarter ended June 30, 2009 was necessary to properly report the acquisition on April 27, 2009 of Amanasu Water Corporation. This acquisition was not previously reported as an acquisition from a corporation under common control with the Company. Such an acquisition is reported differently, under the provisions of Statement No. 141R of the Financial Accounting Standards Board, "Business Combinations", than an acquisition from an unrelated corporation.

The effects of these restatements on the financial statements previously issued are presented below. An acquisition under common control is accounted for in a manner similar to a pooling of interests, wherein the asset, liability, equity and operating accounts of the acquired company are combined with those of the acquiring company as though they had always been one company. In contrast, the original filing reported this acquisition as though it was from an unrelated company. An acquisition from an unrelated company is accounted for as a purchase, in which the assets and liabilities are valued at fair market values at the date of the acquisition and the statements of operations and cash flows are combined only after the date of acquisition.

RESTATEMENT FOOTNOTE
AMANASU TECHNO HOLDINGS
JUNE 30, 2009

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 $ 2,102 $ 16,156
Other current liabilities       70,103   70,103
Current liabilities   256,404   72,205   328,609
Additional paid in capital   490,894   255,608   746,502
deficit accumulated during development stage   (791,927)   (320,948)   (1,112,875)
Comprehensive loss       (6,569)   (6,569)
Total stockholder' deficit   (254,527)   (71,909)   (326,436)
Total Liabilities and Stockholders' Deficit $ 1,877 $ 296 $ 2,173

Statement Of Operations
Six Months Ended June 30, 2009

  Previously Reported Adjustments As Restated
Impairment charge $ (70,024) $ 70,024(A) $ -
Operating loss   (85,334)   70,024   (15,310)
Loss accumulated during development stage   (86,994)   70,024   (16,970)
Other comprehensive income (loss)   7   3,886   3,893
Total comprehensive loss $ (86,987) $ 73,910 $ 13,077

Statement of Operations
Three Months Ended June 30, 2009

  Previously Reported Adjustments As Restated
Expenses $ (13,864) $ (1,341) $ (15,205)
Impairment charge   (70,024)   70,024 (A)   -
Operating loss   (83,888)   68,683   (15,205)
Interest expense   (1,660)   1,341   (319)
Loss accumulated during development stage   (85,548)   70,024   (15,524)
Other comprehensive income (loss)   7   (1,216)   (1,209)
Total comprehensive loss $ (85,541) $ 68,808 $ (16,733)

RESTATEMENT FOOTNOTE
AMANASU TECHNO HOLDINGS
JUNE 30, 2009

Statement of Operations
December 1, 1997 (Date of Inception) to June 30, 2009

  Previously Reported Adjustments As Restated
Revenue $ 91,912 $ 32,562 $ 124,474
Cost of goods sold   -   (23,980)   (23,980)
Gross profit   91,912   8,582   100,494
Expenses   (796,789)   (330,967)   (1,127,756)
Impairment charge - write-down of investment   (70,024)   70,024   -
Operating loss   (878,429)   (252,361)   (1,130,790)
Interest income   3,454   4   3,458
Other income       96   96
Interest expense   (3,946)   1,264   (2,682)
Loss accumulated during development stage   (878,921)   (250,997)   (1,129,918)
Comprehensive income   7   (2,684)   (2,677)
Total comprehensive loss $ (878,914) $ (253,681) $ (1,132,595)

Statement of Cash Flows
Six Months Ended June 30, 2009

  Previously Reported Adjustments As Restated
Net loss $ (86,994) $ (70,024) $ (16,970)
Impairment of investment   70,024   (70,024) (A)   -
Increase in accrued expenses   3,764   (217)   3,547
Increase (decrease) in other current liabilities   1,099   (3,790)   (2,691)
Cash Consumed by Operating Activites   (3,385)   (4,007)   (7,392)
Cash acquired in acquisition   182   (182)   -
Cash Consumed By Investing Activities   (156,808)   (182)   (156,990)
Effect on cash of exchange rate changes       3,893   3,893
Net Change in Cash   41   (296)   (255)
Cash balance, beginning of period   1,877   296   2,173
Cash balance, end of period   1,918   -   1,918

RESTATEMENT FOOTNOTE
AMANASU TECHNO HOLDINGS


Statement of Cash Flows
Six Months Ended June 30, 2008

  Previously Reported Adjustments As Restated
Net loss $ (18,323) $ (8,627) $ (26,950)
Impairment of investment            
Increase in accrued expenses   16,223   (1,517)   14,706
Increase (decrease) in other current liabilities       (4,839)   (4,839)
Increase in accounts receivable       (1,739)   (1,739)
Increase in accounts payable       18,838   18,838
Cash Provided (Consumed) by Operating Activities   (2,100)   2,116   16
Effect on cash of exchange rate changes       (2,587)   (2,587)
Net Change in Cash   (2,100)   (471)   (2,571)
Cash balance, beginning of period   5,575   896   6,471
Cash balance, end of period $ 3,475 $ 425 $ 3,900

Statement of Cash Flows
December 1, 1997 (Date of Inception) to June 30, 2009

  Previously Reported Adjustments As Restated
Net loss $ (878,921) $ (250,925) $ (1,129,846)
Impairment of investment   70,024   (70,024)   -
Increase in accrued expenses   17,818   1,885   19,703
Increase in other current liabilities   1,099   66,314   67,413
Increase in accounts payable            
Cash Consumed By Operating Activities   (594,708)   (252,750)   (847,458)
Cash acquired in acquisition   182   (182)    
Cash Consumed in Investing Activities   (318,308)   (182   (318,490)
Issuance of Stock To Investors   446,100   255,608   701,708
Cash Provided by Financing Activities   914,934   255,608   1,170,542
Effect on cash of exchange rate changes       (2,676)   (2,676)
Net Change in Cash $ 1,918 $ - $ 1,918

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 June 30, 2009, 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. ACQUISITION

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. The stock was valued at its current trading price. Water is a Japanese corporation. It had, until 2008, been in the business of packaging and selling bottled water in the Far East. This acquisition has been accounted for under the provisions of FAS 141R, Business Combinations, as an acquisition of an entity under common control. This accounting is similar to the accounting for a pooling of interests.

The acquisition of Water has had no effect on reported per share results for any of the periods on which reports have been issued.

Simultaneously with the acquisition of Water, its name was changed to Amanasu Support Corporation.

5. ACQUISITION OF LICENSING RIGHTS

On April 27, 2009, the Company entered into a contract to acquire rights to a process entitled the Haruka (formerly known as "Heartlet"), an automatic personal waste disposal unit. The agreement initially required payment totaling $523,300. It 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.

6


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This Form 10Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, and other risks identified in a companies' annual report on Form 10-KSB and other filings made by such company with the United States Securities and Exchange Commission. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements.

The following discussion should be read in conjunction with the Company's Financial Statements, including the Notes thereto, appearing elsewhere in this Quarterly Report and in the Annual Report for the year ended December 31, 2008.

COMPANY OVERVIEW

The Company is a development stage company and significant risks exist with respect to its business (see "Cautionary Statements" below). The Company received the exclusive, worldwide rights to a high efficiency electrical motor and a high-powered magnet both of which are used in connection with an electrical motor scooter. The technologies were initially acquired under a license agreement with Amanasu Corporation, formerly Family Corporation. Amanasu Corporation, a Japanese company and the Company's largest shareholder, acquired the rights to the technologies under a licensing agreement with the inventors. Amanasu Corporation subsequently transferred the right to Amanasu Technologies Corporation (the name of the company at the time), and the Company succeeded to the exclusive, worldwide rights. Atsushi Maki, a director of the Company, is the sole shareholder of Amanasu Corporation. At this time, the Company is not engaged in the commercial sale of any of its licensed technologies. Its operations to date have been limited to acquiring the technologies, constructing four proto-type motor scooters and various testing of the technologies and the motor scooter.

As of April 27, 2009, the Company acquired Amanasu Water Corporation from its brother company Amanasu Environment Corporation. Amanasu Water Corporation was then renamed to Amanasu Support Corporation. Amanasu Support Corporation plans to sell and manufacture the "Heartlet" automatic human waste disposal unit. Amanasu Support is in the final negotiations for global manufacturing and sales rights.

7


PRODUCTS

Electric Motor Scooter (Amanasu Techno Holdings)

The Company's principal product will be a lightweight motor scooter that features the Company's proprietary electric motor. The one passenger scooter also will feature a stepless transmission, an electromotive brake, and is expected to weigh 107 kg. The Company will use an otherwise standard leaded battery. Due to the unique features of the licensed technologies, the scooter is expected to deliver improved operational efficiencies over competitive products. On December 26, 2001, Sanwa Electronics Co., Inc. performed two independent tests on one of the Company's scooters. The test results indicated that the motor scooter can travel 65 to 85 km on a full battery charge, at an average running speed of 30 km/hour. The battery charge time to travel these distances approximated 2 hours. Sanwa Electronics conducted the tests on a relatively flat road grade with limited traffic density. These results contrast with Honda's electric scooter (Year 2001-Model #A-AF36). According to product literature published by Honda, the scooter travels approximately 60 km at 30 km/hour, and a full recharge requires approximately 8 hours. Conditions, such as road grade and travel density, regarding its scooter were not contained in the Honda information.

Gas powered scooters while generally an inexpensive mode of transportation, typically are powered by two-stroke engines fueled by an oil and gasoline mixture. These engines are small with compressed power, and therefore ideally suited for scooter use. However, clouds of oily smoke trailing out of the engine, which evidences its major disadvantages, commonly identify two-stroke engines. Two-stroke engines use fuel inefficiently and, more importantly, have high pollution emissions. They generate pollution from two sources; the combustion of oil in the fuel, and the leaking of fuel through the exhaust port during engine use. In promoting its product to its targeted markets, the Company will seek to capitalize on its strong operational efficiencies of the technology compared with other electric scooters, while championing its product's environmental advantages to gas powered versions.

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

PLAN OF OPERATION

The Company is a development stage corporation. It has not commenced its planned operations of manufacturing and marketing a lightweight electrical motor scooter. Its operations to date have been limited to conducting various tests on its technologies.

As of the the fiscal year ending December 31, 2008, Amanasu Techno Holdings Corporation (herein after the "Company"), planned to acquire Amanasu Water Corporation from its brother company Amanasu Environment Corporation. The Company will assist Amanasu Water Corporation under a new name to manufacture and market 2 technologies of which the Company believes has great market potential. Amanasu Water Corporation was renamed to Amanasu Support Corporation.

The first technology is a fast microbe detection system for processed and unprocessed foods, called Biomonitec Glaze by NMG Inc, a Japanese corporation. Traditional microbe level detection systems take at least 24 hours to process; however, this mobile system can process the same information in 15 minutes.Amanasu Support Corporation entered into an agreement during the fiscal quarter ending June 30, 2009, and has obtained a global sales and manufacturing license for the Biomonitec Glaze, and being marketing of the Biomonitec Glaze within the Japanese market.

The second technology is a automated human waste collection and cleaning system "Heartlet", developed by Nanomax Corporation in Japan. The Heartlet is a machine used in retirement homes, hospitals, and even in private residences. The Heartlet allows the patient maximum comfort. The Heartlet lowers the burden on the caretaker with an automated cleaning system. This machine is the only machine in its class to have a 90% govenment rebate, which the company believes makes the technology, extremely competative even in the current global economic crisis. Amanasu Support Corporation entered into an agreement with BeMax Corporation of Japan for an exclusive license to the "Heartlet". The Company will be assisting Amanasu Support Corporation sales and manufacturing of the Heartlet in North America, while Amanasu Support will be concentrating its efforts on the Japanese market.

The Company will also be putting effort towards capital raising to enter into the NASDAQ Global Market. The Company satisfies all entry requirements, except for investment capital. The Company's target in the next two years is to raise $30,000,000.

8


FINANCIAL RESULTS

The Company did not generate any revenues for the three months ended June 30, 2009 or for the same period in 2008 and interest earned on bank deposits in 2008 period was nil. No inerest earned on bank deposits for 2009.

Total Assets for the three months period ended June 30, 2009 was $158,908, compared to 2,173 for the same period of 2008. The increase is due to a license agreement made by Amanasu Support Corporation with BeMax Corporation of Japan for the "Haruka" automatic human waste disposal system on April 27, 2009 (which was then renegotiated on November 2, 2009).

Total expenses for the three months period ended June 30, 2009 was $(6,585) compared to $4,068 for the same period of 2008. The decrease is primarily due to the removal of a $8,725 amortization charge of the licensing agreement with Bemax Corp for the "Haruka" technology, as a result of a renegotiation of the agreement to the price originally paid as an initial payment of $156,990 (please see NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5).

LIQUIDITY AND CAPITAL RESOURCES

Other than the provision of alternating business planning costs discussed above under Plan of operation, the Company estimates that its operating overhead, which includes general and administrative charges, will be approximately $1,120,000 for the next 12 months. This amount is comprised of the following estimated costs; $375,000 in annual salaries for office personnel and consultants, $375,000 for rent, $150,000 for professional fees and $220,000 for miscellaneous expenses. The Company believes that the amount of liquidity and capital resources will be sufficient for the operation of the Company for the next 12 months. The Company has sufficient cash on hand to support its overhead for the next 12 months but no material commitments for capital at this time other than as described above. The Company and/or Amanasu Holdings will need to issue and sell shares to gain capital for operations.

OFF-BALANCE SHEET ARRANAGEMENTS

The Company has no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4. Controls and Procedures

The Company carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined by Rule 13a-15(e) under the Securities Exchange Act of 1934) under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer as of a date within 90 days of the filings date of Form 10Q. 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 ineffectively so as to provide information necessary whether:

(i) this quarterly report on Form 10 Q contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report on Form 10 Q, and (ii) the financial statements, and other financial information included in this quarterly report on Form 10 Q, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report on Form 10 Q.

Item 4T. Controls and Procedures

CHANGES IN INTERNAL CONTROLS

There have been no significant changes in the Company's internal controls or in other factors since the date of the Chief Executive Officer's, Chief Financial Officer's and Chief Accounting Officer's evaluation that could significantly affect these internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses.

9


Part II

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

Furnish the Exhibits required by Item 601 of Regulation S-K (229.407 of this chapter).
Exhibit 31 - Certification Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002.
Exhibit 32 - Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused his report to be signed on its behalf by the undersigned thereunto duly authorized.

Amanasu Techno Holdings Corporation

Date: November 23, 2009

By: /s/ Atsushi Maki
Atsushi Maki
Chairman and Chief Executive Officer

By: /s/ Lina Lei
Lina Lei
Chief Financial Officer

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