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EX-32 - AMANASU ENVIRONMENT CORPexhibit32.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-Q


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


For the period ended June 30, 2011


[     ] 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: 000-32905


AMANASU ENVIROMENT CORPRATION

(Exact name of registrant as specified in its charter)


Nevada

 

98-0347883

(State of other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)


445 Park Avenue Center 10th Floor New York, NY 10022

(Address of principal executive offices)


212-836-4727

(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 company" 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 documents 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 practical date: 44,000,816 as of  August 23, 2010.



AMANASU ENVIRONMENT CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2011
TABLE OF CONTENTS



Reference

Section Number

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


9

      Item 4.

Controls and Procedures

9

      Item 4T.

Controls and Procedures

10

PART II

 

 

      Item 1.

Legal Proceedings

10

      Item 1A.

Risk Factors

10

      Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds


10

      Item 3.

Default Upon Senior Securities

10

      Item 4.

Submission Of Matters To A Vote Of Security Holders

10

      Item 5.

Other Information

10

      Item 6.

Exhibits

10

      Signatures

Signatures

11





PART I

ITEM 1. FINANCIAL STATEMENTS

The Company's unaudited consolidated financial statements for the three month and six month periods ended June 30, 2011 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 six month period ended June 30, 2011 are not necessarily indicative of the results that can be expected for the year ended December 31, 2011  










































1



AMANASU ENVIRONMENT CORPORATION and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


 

 

June 30, 2011 (Unaudited)

 

 

December 31, 2010 (Audited)

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

     Cash

$

624

 

$

11,876

     Certificate of deposit

 

122,000

 

 

267,000

          Total current assets

 

122,6124

 

 

278,876

 

 

 

 

 

 

Fixed Assets:

 

 

 

 

 

     Machinery and equiment

 

25,859

 

 

25,859

          Less, accumulated depreciation

 

24,223

 

 

23,335

               Net fixed assets

 

1,636

 

 

2,524

 

 

 

 

 

 

Other Assets:

 

 

 

 

 

     Advances to employees

 

5,000

 

 

5,000

     Advances to affiliates

 

96,475

 

 

42,917

          Total other assets

 

101,475

 

 

47,917

 

 

 

 

 

 

Total Assets

$

225,735

 

$

329,317

  

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

Current Liabilities

 

 

 

 

 

     Accounts payable

$

28,756

 

$

-

     Accrued expenses

 

4,461

 

 

33,013

     Taxes payable

 

19,237

 

 

19,104

     Shareholder advance 

 

2,346

 

 

2,330

     Deposits

 

776

 

 

771

          Total current liabilities

 

55,576

 

 

55,218

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

     Common stock: authorized 100,000,000 shares of .001     

 

 

 

 

 

         par value; 44,000,816 shares issued and outstanding

 

44,001

 

 

44,001

     Additional paid in capital

 

4,693,652

 

 

4,693,652

     Accumulated deficit

 

(4,571,701)

 

 

(4,467,656)

     Accumulated other comprehensive income

 

1,638

 

 

1,543

 

 

 

 

 

 

     Equity attributable to Amanasu Environment

          Corporation

 

167,590

 

 

271,540

     Noncontrolling interest

 

2,569

 

 

2,559

          Total stockholders’ equity

 

170,159

 

 

274,099

Total Liabilities and Stockholders’ Equity

$

225,735

 

$

329,317

These statements should be read in conjunction with the year-end financial statements.

2



AMANASU ENVIRONMENT CORPORATION and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six Month Periods Ended June 30, 2011 and 2010

(Unaudited)


 

 

2011

 

 

2011

Revenue

$

 

 

$

 

Expenses

 

(104,379)

 

 

(102,679)

Operating Loss

 

(104,379)

 

 

(102,679)

 

 

 

 

 

 

Other Income:

 

 

 

 

 

Interest income

 

333

 

 

1,890

 

 

 

 

 

 

Net Loss

 

(104,046)

 

 

(100,789)

 

 

 

 

 

 

Net Loss Attributable to Noncontrolling Interest

 

1

 

 

-

 

 

 

 

 

 

Net Loss Attributable to Amanasu Environment Corporation

 

(104,045)

 

 

(100,789)

Other Comprehensive Loss:

 

 

 

 

 

     Gain (loss) on foreign currency conversion

 

95

 

 

811

 

 

 

 

 

 

Total Comprehensive Loss

$

(103,950)

 

$

(99,978)

 

 

 

 

 

 

Net Loss Per Share – basic and diluted

$

-

 

$

-

Weighted average number of shares outstanding

 

44,000,816

 

 

44,000,816













These statements should be read in conjunction with the year-end financial statements.


3



AMANASU ENVIRONMENT CORPORATION and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Month Periods Ended June 30, 2011 and 2010

(Unaudited)




 

 

2011

 

 

2011

Revenue

$

 

 

$

 

Expenses

 

(65,660)

 

 

(31,985)

Operating Loss

 

(65,660)

 

 

(31,985)

 

 

 

 

 

 

Other Income:

 

 

 

 

 

Interest income

 

122

 

 

374

 

 

 

 

 

 

Net Loss

 

(65,538)

 

 

(31,611)

 

 

 

 

 

 

Net Loss Attributable to Noncontrolling Interest

 

1

 

 

-

 

 

 

 

 

 

Net Loss Attributable to Amanasu Environment Corporation

 

(65,537)

 

 

(31,611)

Other Comprehensive Loss:

 

 

 

 

 

     Gain on foreign currency conversion

 

1,879

 

 

813

 

 

 

 

 

 

Total Comprehensive Loss

$

(63,658)

 

$

(30,798)

 

 

 

 

 

 

Net Loss Per Share – basic and diluted

$

-

 

$

-

Weighted average number of shares outstanding

 

44,000,816

 

 

44,000,816

















These statements should be read in conjunction with the year-end financial statements.

4




AMANASU ENVIRONMENT CORPORATION and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Month Periods Ended June 30, 2011 and 2010

(Unaudited)


 

 

2011

 

 

2011

CASH FLOWS FROM OPERATIONS:

 

 

 

 

 

Net loss

$

(104,045)

 

$

(100,789)

Adjustments to reconcile net loss to net cash consumed by

      operating activities:

 

 

 

 

 

Charges not requiring the outlay of cash:

 

 

 

 

 

     Depreciation

 

888

 

 

887

     Non controlling interest in subsidiary loss

 

1

 

 

-

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

     Increase (decrease) in accrued expenses

 

(28,552)

 

 

7,294

     Increase in accounts payable

 

28,756

 

 

-

     Decrease in prepaid expenses

 

-

 

 

2,100

Net Cash Consumed By Operating Activities

 

(102,952)

 

 

(90,508)

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Redemptions of certificates of deposit

 

145,000

 

 

134,000

Advance to employee

 

-

 

 

(5,000)

Advances to affiliates

 

(53,558)

 

 

-

Net Cash Provided By Investing Activities

 

91,442

 

 

129,000

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

-

 

 

-

 

 

 

 

 

 

Effect on Cash Exchange Rate Changes

 

258

 

 

2

 

 

 

 

 

 

Net Change in Cash Balances

 

(11,252)

 

 

38,494

Cash balance, beginning of period

 

11,876

 

 

8,467

Cash balance, end of period

$

624

 

$

46,961






The accompanying notes are an integral part of these financial statements.


5



AMANASU ENVIRONMENT CORPORATION and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

1.  BASIS OF PRESENTATION

The unaudited interim consolidated financial statements of Amanasu Environment Corporation and Subsidiaries ("the Company") as of June 30, 2011 and 2010 and for the three and six month periods ended June 30, 2011 and 2010, 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 of the six month period ended June 30, 2011 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2011.

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 included in the annual report on Form 10-K for the year ended December 31, 2010.

2.  SUPPLEMENTAL CASH FLOWS INFORMATION

There were no cash payments for interest or income taxes during either of the periods presented.  In addition, there were no non-cash investing or financing activities during these periods.

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, 2011, 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.

4.  EXPENSES

Major items included in expense are presented below.

 

 

 

 

Six Month Periods

 

 

Three Month Periods

 

2011

 

2010

 

2011

 

2010

Consulting Fees

$32,600

 

$26,300

 

$26,300

 

$6,300

Travel

24,951

 

22,103

 

12,657

 

4,811

Rent

36,481

 

38,698

 

19,800

 

18,600







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, 2009.

COMPANY OVERVIEW

History

Amanasu Environment Corporation ("Company") was incorporated in the State of Nevada on February 22, 1999 under the name of Forte International Inc. On March 27, 2001, the Company's name was changed to Amanasu Energy Corporation, and on November 13, 2002, its name was changed to Amanasu Environment Corporation.

It has acquired the exclusive, worldwide license rights to a high temperature furnace, a hot water boiler, and ring-tube desalination methodology. 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, conducting limited product marketing, and testing the technologies for commercial sale. For each such technology, proto-type or demonstrational units have been constructed by each licensor or inventor of the technology. The Company has conducted various internal tests on these units to determine the commercial viability of the underlying technologies. As a result of such testing, the Company believes that the products are not commercially ready for sale, and that product refinements are necessary with respect to each of the technologies. In addition, the Company may seek joint venture or other affiliations with companies competitive in each respective product market whereby the Company can capitalize on the existing infrastructure of such other companies, such as product design and engineering, marketing and sales, and warranty and post-warranty service and repair. The Company believes that its marketing efforts to sell any of its products will be limited until such time as it can complete the refinements of its technologies. The Company can not predict whether it will be successful in developing commercial products, or establishing affiliations with any operating company.

On June 8, 2000, the Company obtained the exclusive, worldwide license to a technology that disposes of toxic and hazardous wastes through a proprietary, high temperature combustion system, known as the Amanasu Furnace. The rights were obtained pursuant to a license agreement with Masaichi Kikuchi, the inventor of the technology, for a period of 30 years. The Company issued 1,000,000 share of common stock to the inventor and 200,000 shares of common stock to a director of the inventor's company. Under the licensing agreement; the Company is required to pay the licensor a royalty of two percent of the gross receipts from the sale of products using the technology. If the Company fails to comply with any provision of the agreement after a 90-day notice period, the licensor may terminate the agreement.

Effective September 30, 2002, the Company obtained the exclusive, worldwide license to a hot water boiler technology that incinerates waste tires in a safe and non-polluting manner and extracts heat energy from the incineration process. The rights were obtained pursuant to a license agreement with Sanyo Kogyo Kabushiki Gaisha and Ever Green Planet

7



Corporation, both Japanese companies, for a period of 30 years. As consideration for this acquisition, the Company paid the licensors $250,000, of which the Company's President paid $95,000, issued to them 600,000 shares of common stock, and issued to an affiliate of the licensors 50,000 shares of common stock. The licensors are entitled to receive a two percent royalty on the gross receipts from the sale of the products related to the technology. If the Company fails to comply with any provision of the agreement after a 90-day notice period, the licensor may terminate the agreement.

On June 30, 2003, the Company acquired the exclusive worldwide rights to produce and market a patented technology that purifies seawater, and removes hazardous pollutants from wastewater. The rights were obtained pursuant to a license agreement with Etsuro Sakagami, the inventor, for a period of 30 years. As consideration for obtaining the license, the Company issued 1,000,000 shares to the inventor, and 50,000 shares to a finder. The licensor is entitled to receive a two percent royalty on the gross receipts from the sale of the products related to the technology. If the Company fails to comply with any provision of the agreement after a 90-day notice period, the licensor may terminate the agreement.

Current

During the fiscal year ended December 31, 2008, Chairman & Chief Executive Officer Atsushi Maki, set a 2 year capital raising goal of $30,000,000 to increase the Company's potential by entering into the NASDAQ global market. The Company's main objective has not changed for the year ending December 31, 2010.

Aside from capital raising efforts, the company continues to support Amanasu Maritech Corporation, in development and required regulatory approval for a Commercial Cargo Ship Ballast Water Purification System. The Company and Amanasu Maritech Corporation are currently working through the approval process of this type of product with  Japanese regulatory bodies. Also required documentation and translations are being prepared for additional approval by the main global governing body for marine technologies, IMO the International Marine Organization. The Company also continues to look for partners and interested parties to further develop existing business' and technologies acquired by Amanasu Maritech Corporation, the Company's subsidiary.

The Company's principal offices were relocated on April 1, 2010 from 115 East 57th Street 11th Floor New York, NY 10022, to 445 Park Avenue Center 10th floor New York, NY 10022 Telephone: 212-836-4727 begin_of_the_skype_highlighting 212-836-4727 end_of_the_skype_highlighting. The Tokyo branch has relocated from 1-3-38 Roppongi, Minatoku, Tokyo, 106-0032, Japan to 1-7-10 Motoakasaka Building 9th Floor Motoakasaka Minato-Ku Tokyo Telephone: 03-5413-7322.

The Company is concentrating its efforts on the activities of Amanasu Maritech Corporation, and as a result will not currently put further resources into other activities.

PRODUCTS

Currently the Company is supporting Amanasu Maritech Corporation in development and required regulatory approval for a Commercial Cargo Ship Ballast Water Purification System. No licensing agreements with partners have been made at this time, as the Company is also in the process of raising capital for this project. Currently the company is negotiating with its partners for a world wide manufacturing and sales agreement. The Company cannot guarantee if the negotiations will succeed.

PLAN OF OPERATION

The Company has 2 main objective's during the fiscal year ending December 31, 2010. The Company will continue in its goal to meet the capital objective of $30,000,000 by the end of 2010. Currently the company is exploring various potential investment partners in Japan, as well as China. The Company cannot predict whether it will be successful with its objective.


8



In addition to being an air purifying system, Seems' DAA effectively removes up to 91% of air pollutants such as ammonia, and by products of cigarette smoke. It also provides odor neutralization , and air-borne anti-bacterial effects. Seems has also developed a scent-particle sensor, which is programmable to detect certain scent particles. This sensor is 1000 times more sensitive than even a dogs sense of smell. This scent detection system can be applied in fields such cancer detection. All diseases carry a scent profile that is undetectable by the human senses. Seems's sensor is able to detect these scent profiles and display the digitized scent data.

With uncertainty in the amount of time taken to obtain approval from the FDA for various technologies by Seems Inc, the Company decided to begin a new project in the Food/Beverage industry, specifically Franchise management under the new leadership of Yukinori Yoshino, who was appointed President of the Company as of October 16th, 2007; however, due to personal reasons unrelated to the Company, Mr. Yoshino stepped down as President as of May 11, 2009, with the Chairman Mr. Atsushi Maki assuming the position of Chief Executive Officer.

Secondly the company will support Amanasu Maritech Corporation's efforts on entering into marine technologies. The Company will assist an approximately 24 month design, and approval process for the product from at least 2 regulatory bodies: the Japanese Government, and the IMO (International Marine Organization). This approval process requires capital for additional product testing, documentation, and documentation translations. The Company believes that Amanasu Maritech Corporation's most significant hurdle will be in capital raising. The Company has already initiated documentation and application processes, and is now looking for capital to fund the project. The Company cannot predict whether it will be successful with its capital raising efforts.

LIQUIDITY AND CAPITAL RESOURCES

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. The Company does not have sufficient cash on hand to support its overhead for the next 12 monthsand has no material commitments for capital at this time other than the possibility of shareholder loans. The Company and/or Amanasu Maritek 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 effectively 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.

9

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.

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.








10

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: August 22, 2011

/s/ Atsushi Maki

Atsushi Maki
Chief Executive Officer
Chief Financial Officer
Chief Accounting Officer

















11