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UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
 
FORM 10-K
 
 
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the fiscal year ended December 31, 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: 001-31261
 
 
AMANASU TECHNO HOLDINGS CORPRATION
(A DEVELOPMENT STAGE COMPANY)
 
(Exact name of registrant as specified in its charter)
 
Nevada
 
98-0351508
(State of other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
4503 Bellevue Drive, Vancouver, BC V6R 1E4
 
(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:
Title of each class
 
Name of each exchange on which registered
COMMON STOCK
 
OTC-BB
 

 
 
 

 
 
Securities registered pursuant to section 12(g) of the Act:
 
Common Stock, $0.01 par value
 
(Title of class)
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
Yes
   
No
ü
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 
Yes
   
No
ü
 
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
  ü  
No
 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
 
Yes
  ü  
No
 
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(229.405 of this chapter)  not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
 
ü
 
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
ü
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes
   
No
ü

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2011, the last day of the registrant’s most recently completed second quarter, was $63,326.00.

As of April 10, 2012 the registrant had 46,706,300 shares of Common Stock, par value $0.01 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  None.

 
 

 
 
AMANASU TECHNO HOLDINGS CORPORATION
 
ANNUAL REPORT ON FORM 10-K
 
FOR FISCAL YEAR ENDED DECEMBER 31, 2011
 
TABLE OF CONTENTS
 
 
Reference
Section Name
 
Page
PART I
   
Item 1.
Business
  2
     
Item 1A.
Risk Factors
  4
     
Item 1B.
Unresolved Staff Comments
  5
     
Item 2.
Properties
  6
     
Item 3.
Legal Proceedings
  6
     
Item 4.
Submission of Matters to a Vote of Security Holders
  6
     
PART II
   
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
  6
     
Item 6.
Selected Financial Data
  7
     
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
  7
     
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
  9
     
Item 8.
Financial Statements and Supplementary Data
  10
     
 
Accountant's Audit Report
  10
     
 
Consolidated Balance Sheets
  11
     
 
Consolidated Statements of Operations
  12
     
 
Consolidated Statements of Changes in Stockholder's Equity
  13
     
 
Consolidated Statements of Cash Flows
  14
     
 
Notes to Consolidated Financial Statements
  15
     
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  20
     
Item 9A.
Controls and Procedures
  20
     
Item 9B.
Other Information
  21
     
PART III
   
Item 10.
Directors, Executive Officers and Corporate Governance
  21
     
Item 11.
Executive Compensation
  22
     
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  22
     
Item 13.
Certain Relationships and Related Transactions, and Director Independence
  23
     
Item 14.
Principal Accounting Fees and Services
  24
     
PART IV
   
Item 15.
Exhibits and Financial Statement Schedules
  25
     
 
Signatures
  26
 
Forward Looking Statements. Certain of the statements contained in this Annual Report on Form 10-K include forward looking statements. All statements other than statements of historical facts included in this Form 10-K 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 ("Item 1A. Risk Factors") are disclosed below in the Item 1A. Risk Factors section and elsewhere in this Form 10-K. 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-K are expressly qualified in their entirety by the Cautionary Statements.
 

 
1

 
 
PART I
 
ITEM 1. BUSINESS
 
Amanasu Techno Holdings Corporation ("Company") was incorporated in the State of Nevada on December 1, 1997 under the name of Avani Manufacturing (China) Inc. The Company changed its name to Genesis Water Technology on August 17, 1999, and to Supreme Group International, Inc. on December 24, 2000. On June 7, 2001, it changed its name to Amanasu Technologies Corporation. It changed its name again on December 21, 2007 to Amanasu Techno Holdings Corporation.The Company is a development stage company, and has not conducted any operations and generated any revenues since its inception.
 
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. 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.
 
Current
 
As of the the fiscal year ending April 27th, 2009, Amanasu Techno Holdings Corporation (herein after the "Company"), acquired Amanasu Water Corporation from its brother company Amanasu Environment Corporation. The Company was to assist Amanasu Water Corporation under a new name, Amanasu Support Corporation, to manufacture and market technologies.  Subsequent to the balance sheet date, the Company interest in Amanasu Support Corporation was sold to an entity controlled by the Company president.
 
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. The Company is currently searching for investment partners to fund initial sales and marketing efforts.
 
The second technology is a automated personal waste collection and cleaning machine Haruka (formerly "Heartlet"), developed by Nanomax Corporation in Japan. The Haruka is a machine used in retirement homes, hospitals, and even in private residences. The Haruka allows the patient maximum comfort. The Haruka 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. The company obtained sales and manufacturing rights to the Haruka brand and is now seeking, manufacturing partners.

 
 
2

 
 
Overview and History
 
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, 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.
 
The market place for electric scooters has become intensely competitive, thus offering rapid battery recharge time and more economical sale prices are prerequisites to compete successfully. To meet the economical sale price requirement the Company planned to conducted their manufacturing in China to reduce cost, and hoped it would meet the Company's expectations; however, significant difficulty with protecting the Company's proprietary technology unwillingly emerged. In addition to proprietary issues, there were major concerns in secure customer service follow-ups (i.e. product warranty, maintenance, etc). The Company realized that with minimal control of the manufacturing standards in China, the result of safety related incidents, if not managed appropriately, would prove to be an overwhelming liability for the Company. To solve the two major issues, the Company decided to initiate a cooperative with a company that already produces completed electric scooters in a successful marketing condition. Evader Motersports, Inc. ("Evader"), an electric motorcycle producer, entered into an International Distributor Agreement, whereby the Company is appointed as an exclusive distributor of Evader products. Evader, in turn, would manage customer-service concerns. The Company was granted the exclusive rights for the motorcycle retail industry in Japan, with the right to include other marketing channels provided that it was agreed upon by both parties. The Company also considered Evader as a prospective company to share its technology with to create improved and more advanced electric scooters. The Company believed that with a combined effort using both companies' resources and technology, the resulting product would make a stronger impact on the market.
 
Further marketing research was carried out comparing current electric scooters on the market and Evader's scooters. The research concluded that further refinement in several areas were required. First the retail price of the Evader scooters was too high to be competitive in the Japanese market. The research also found that a new company recently began importing electric scooters from China to Japan directly. The quality of their product is unclear; however, the retail price of the new company's product effectively competes in the Japanese market. The refinements needed to make the Evader scooters competitive economically would take too much time, thus the Company has decided to discontinue business relations with Evader, and abandon the electric scooter project; however, the Company still holds the related patents.
 
In place of the electric scooter, other projects including a cooperative with Seems Inc., formerly introduced as Pixen Inc and their breakthrough "Bio-scent technology" are in development. Seems Inc. is a Pioneer in the newly developed bio-scent technology industry. Bio-scent technology involves the application of "scent data transmission", a digitized form of scents, in various industries such as biotechnology, medical care, environment, security, etc in addition to common aroma therapy. Due to its revolutionary technologies, Seems has been able to become a multi-million dollar company in less than 6 years and is expected to become public by early 2007. Its DAA (Defensive Aromatic Air) is its current flagship product. 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 dog’s 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.
 
The Company’s goal for the next 2 years is to enter into the NASDAQ global market.
 
Employees.
 
As of December 31, 2011, the Company has no full time employees.
 

 
3

 
 
ITEM 1A. RISK FACTORS
 
Developmental Stage Company. The Company was incorporated on February 22, 1999, and is a development stage company. Presently, the Company is in the initial stages of licensing the necessary patents/technologies in order obtain exclusive sales and manufacturing rights to the Haruka, automatic personal waste disposal system. The company is also in negotiations for a licensing agreement for the Biomonitec Glaze (a food microbe testing apparatus that shortens testing times from days to minutes)from NMG Inc. 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. Once the Haruka technology has been established in eastern Asia, the company plans to market the product in North America which will require FDA, and Health Canada approval. 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, however, is negotiating with potential partners to acquire 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 Haruka product 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 Haruka product, which are considered medical devices in the United States. Certain principal marketing statements may also require FDA approval; however, will not be used in the initial sale stages.
 
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. Atsushi Maki, the Company's Chairman and Chief Executive Officer. 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 (and still remains so as of December 31, 2011), 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.
 

 
4

 
 
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 eliminate 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 1B. UNRESOLVED STAFF COMMENTS
 
None.
 

 
5

 
ITEM 2. PROPERTIES
 
The Company's executive offices are located at 445 Park Avenue Center 10th Floor New York, NY 10022 and Vancouver, British Columbia. The total premises are 2,000 square feet and are subleased at a monthly rate of $2,500 under a lease agreement which expires September 30, 2013. The Company shares the space with Amanasu Technologies Corporation, a reporting company under the Securities Exchange Act of 1934.In addition, the Company maintains an office at 1-7-10 Motoakasaka Building 9th Floor Motoakasaka Minato-Ku Tokyo Japan. Amanasu Environment Corporation occupies the same premises and co-pays the rental amount.
 
ITEM 3. LEGAL PROCEEDINGS
 
None.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None.
 
PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
There is a limited public market for our Common Stock which currently trades on the OTC Bulletin Board under the symbol "ANSU" where it has been traded since September 9, 2005. The Common Stock has traded between $0.01 and $2.00 per share since that date. As of March 31, 2012 there were 51 registered holders of record of our common stock.
 
The following table sets forth the high and low prices for our Common Stock as reported on the Bulletin Board for the quarters presented. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not reflect actual transactions.

 
Quarter Ended
 
Mar. 31
   
Jun. 30
   
Sep. 30
   
Dec. 31
   
Year
 
Fiscal Year 2011
                             
Common stock price per share:
                             
High
  $ 0.01     $ 0.01     $ 0.01     $ 0.01     $ 0.01  
Low
  $ 0.01     $ 0.01     $ 0.01     $ 0.01     $ 0.01  
Fiscal Year 2010
                                       
Common stock price per share
                                       
High
  $ 0.01     $ 0.02     $ 0.02     $ 0.02     $ 0.02  
Low
  $ 0.01     $ 0.01     $ 0.01     $ 0.01     $ 0.01  
 
Information provided by The Over The Counter Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission and may not represent actual transactions.)
 
Dividend Policy
 
To date we have not paid any dividends on our Common Stock and do not expect to declare or pay any dividends on our Common Stock in the foreseeable future. Payment of any dividends will be dependent upon future earnings, if any, our financial condition, and other factors as deemed relevant by our Board of Directors.
 
Although there are no restrictions on the Company's ability to declare or pay dividends, the Company has not declared or paid any dividends since its inception' and does not anticipate paying dividends in the future.
 

 
6

 
 
Equity Compensation Plan Information
 
Equity Compensation Plan Information
 
 
 
 
 
 
 
Plan category
 
 
 
Number of securities
 to be issued upon
exercise of outstanding
 options, warrants and rights
(a)
 
 
 
Weighted-average
 exercise price of
 outstanding options,
 warrants and rights
(b)
Number of securities
 remaining available
for future issuance
 under equity compensation
 plans (excluding
securities reflected in
 column (a))
(c)
Equity compensation plans approved by security holders (1)
-0-
-0-
-0-
Equity compensation plans not approved by security holders (2)
-0-
-0-
-0-
Total
-0-
-0-
-0-
 
Recent Sales Of Unregistered Securities
 
None
 
ITEM 6. SELECTED FINANCIAL DATA
 
N/A
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion should be read in conjunction with the Company's Financial Statements, including the Notes thereto, appearing elsewhere in this Annual Report.
 
Please note the consolidated financial statements for the fiscal year ending December 31, 2011 of Amanasu Techno Holdings Corporation have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements the Company had a working capital deficiency of $844,645 as well as an accumulated deficit of $1,669.163. 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.
 
Company Overview
 
The Company was organized on December 1, 1997. Its operations to date have been limited to obtaining the license to various environmental and other technologies, and conducting preliminary marketing efforts.
 
 

 
7

 

 
Plan Of Operations
 
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.
 
On April 27th, 2009,  the Company acquired Amanasu Water Corporation from its brother company Amanasu Environment Corporation. The Company was to assist Amanasu Water Corporation under a new name, Amanasu Support Corporation, to manufacture and market technologies which the Company believes have great market potential.  Subsequent to December 31, 2011, the Company sold its interest in Amanasu Support Corporation and will pursue development opportunities on its own.
 
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. The Company is currently searching for investment partners to fund initial sales and marketing efforts.
 
The second technology is a automated personal waste collection and cleaning machine Haruka (formerly "Heartlet"), developed by Nanomax Corporation in Japan. The Haruka is a machine used in retirement homes, hospitals, and even in private residences. The Haruka allows the patient maximum comfort. The Haruka 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. The company obtained sales and manufacturing rights to the Haruka brand and is now currently seeking, manufacturing partners.
 
The Company will also be concentrating its efforts on capital raising efforts 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.
 
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.
 
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 that is 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.
 

 
8

 
 
Results of Operations
 
During the fiscal 2011 and 2010, the Company spent $-0- and $-0- respectively on research and development.

Total Assets as of December 31, 2011 were $2,192, compared to $678 at the end of 2010. The increase in Assets is due primarily to the acquisition of Amanasu Water Corporation.
 
Total Current Liabilities at December 31, 2011 were $846,837 compared to $708,969 at the end of 2010. The increase is primarily due to advances from shareholders and officers. Selling and administrative expenses during 2011 were $(90,190) compared to (150,605) during 2010. The decrease is due primarily to a reduction in operations.
 
OFF-BALANCE SHEET ARRANAGEMENTS
 
The Company has no off-balance sheet arrangements.
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
N/A
 

 
9

 
 
AMANASU TECHNO HOLDINGS CORPORATION
 
CONSOLIDATED FINANCIAL STATEMENTS
 
(A Development Stage Company)
 
DECEMBER 31, 2011
 
 
Report of Independent Registered Public Accounting Firm
 
Board of Directors
 
Amanasu Techno Holdings Corporation
 
We have audited the accompanying consolidated balance sheets of Amanasu Techno Holdings Corporation (a development stage company) as of December 31, 2011 and 2010, and the related consolidated statements of operations and deficit accumulated during development stage, consolidated changes in stockholders' equity, and consolidated cash flows for the years ended December 31, 2011 and 2010. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted the audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial positions of Amanasu Techno Holdings Corporation as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years ended December 31, 2011 and 2010 in conformity with U.S. generally accepted accounting principles.
 
The accompanying consolidated financials statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements at December 31, 2011 the Company had a working capital deficiency of $844,645 as well as an accumulated deficit of $1,669,163. 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 or liabilities that might be necessary should the Company be unable to continue in operation.
 
Jeffrey & Company, Certified Public Accountants
 
 
April 16, 2012
 
 
Wayne, New Jersey
 

 
10

 
 
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
December 31, 2011 and 2010
 
 
   
December 31,
 2011
   
December 31,
2010
 
ASSETS
           
Current Assets:
           
    Cash
  $ 1,948     $ 213  
    Prepaid expense
    -       238  
Total current assets
    1,948       451  
 
               
Other Assets:
               
    Security deposit
    244       227  
Total other assets
    244       227  
 
               
Total Assets
  $ 2,192     $ 678  
                 
LIABILITIES & STOCKHOLDERS' DEFICIT
               
Current Liabilities:
               
    Short term note payable
  $ 258,398     $ 239,693  
    Accrued expenses
    262,300       204,783  
    Taxes payable
    6,977       4,314  
    Advances from shareholders and officers
    216,036       157,287  
    Other advance
    99,900       99,900  
    Other current liabilities
    3,226       2,992  
Total current liabilities
    846,837       708,969  
                 
Stockholders' Deficit:
               
                 
Common Stock: authorized 100,000,000 shares of $.001 par value;46,706,300 shares issued and outstanding
    46,706       46,706  
Additional paid in capital
    844,687       844,687  
Paid in capital options
    10,000       10,000  
Deficit accumulated during development stage
    (1,669,193 )     (1,566,911 )
Accumulated other comprehensive loss
    (69,484 )     (36,893 )
Total stockholders' deficit
    (837,284 )     (702,411 )
Non Controlling Interest
    (7,361 )     (5,880 )
                 
Total Liabilities and Stockholders' Deficit
  $ 2,192     $ 678  
 
The accompanying notes are an integral part of these financial statements.
 
 

 
11

 
 
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING DEVELOPMENT STAGE
 
 
   
 
Year 2011
   
 
Year 2010
   
December 1, 1997
(Date of Inception) to
December 31, 2009
Revenue
  $ -     $ -     $ 124,461  
Cost of Goods Sold
    -       -       23,980  
Gross Profit
    -       -       100,481  
Selling and administrative expenses
    (90,190 )     (150,605 )     (1,413,248 )
Write off of inventory
    -       -       (68,288 )
Impairment charge write - down of licensing agreement
    -       (166,534 )     (270,062 )
Operating Loss
    (90,190 )     (317,139 )     (1,651,117 )
Other Income (Expense):
                       
Interest Income
    -       -       4  
Other Income
    -       -       3,550  
Interest Expense
    (13,573 )     (13,132 )     (28,991 )
Loss accumulated during development stage
    (103,763 )     (330,271 )     (1,676,554 )
Loss attributable to non-controlling interest
    1,481       4,271       7,361  
Loss attributable to Amanasu Techno Holdings Corporation
    (102,282 )     (326,000 )     (1,669,193 )
Other comprehensive loss:
                       
    Foreign currency adjustments
    (32,591 )     (23,405 )     (69,484 )
    Total Comprehensive Loss
  $ (134,873 )   $ (349,405 )   $ (1,738,677 )
                         
Loss per share - Basic and Diluted
  $ -     $ -          
    Weighted average number of shares outstanding
                       
 
The accompanying notes are an integral part of these financial statements.
 
 

 
12

 
 
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period From December 1, 1997
(Date of Inception) to December 31, 2011
 
 
   
Common Stock
Shares                                                Amount
   
Additional
Paid In
Capital
   
Deficit
Accumulated
During
Development
Stage
   
Accumulated
Other
Comprehensive
Income
   
Total
 
                                     
Balance, December 1, 1997, at inception of development stage
    3,200,000     $ 3,200     $ (1,800 )   $ (1,300 )   $ -     $ 100  
Shares issued March 10, 2000, as partial consideration for licensing agreement
    17,000,000       17,000       (17,000 )                        
Shares issued during 2001, as fees connected with acquisition of licensing agreement
    6,350,000       6,350       (6,350 )                        
Shares issued during 2001, on exercise of option
    20,000,000       20,000       380,000                       400,000  
Shares issued during 2001, to investors
    36,400       36       45,964                       46,000  
Net loss of 2001
                            (39,459 )     -       (39,459 )
Shares issued during 2002, for services
    50,000       50       4,950                       5,000  
Net loss of 2002
                            (190,138 )     -       (190,138 )
Shares issued during 2003, for services
    150,000       150       14,850                       15,000  
Shares issued during 2003, on exercise of options
    70,000       70       69,930                       70,000  
Shares canceled during 2003
    (150,100       (150 )     150                       -  
Net loss 2003
                            (278,798 )     -       (278,798 )
Net loss 2004
                            (21,704 )     -       (21,704 )
Net loss 2005
                            (87,059 )     -       (87,059 )
Net loss 2006
                    255,608       (356,735 )     (1,867 )     (102,994 )
Balance, December 31, 2006
    46,706,300       46,706       746,302       (975,193 )     (1,867 )     (184,052 )
Net loss 2007
                            (100,908 )     (1,713 )     (102,621 )
Balance, December 31, 2007
    46,706,300       46,706       746,302       (1,076,101 )     (3,580 )     (286,673 )
Net loss 2008
                            (26,711 )     (13,053 )     (39,764 )
Balance, December 31, 2008
    46,706,300       46,706       746,302       (1,102,812 )     (16,633 )     (326,437 )
Non Controlling interest in subsidiary sold for cash
                    105,582                       105,582  
Balances allocated to non-controlling interest
                    (7,197 )     (750 )     273       (7,674 )
Net loss of 2009
                            (138,958 )     2,872       (136,086 )
Allocation of loss to non controlling interest
                            1,495               1,495  
Balance, December 31, 2009
    46,706,300       46,706       844,687     $ (1,241,025 )     (13,488 )     (363,120 )
Net loss of 2010
                            (330,271 )             (330,271 )
Allocation of loss to non-
                                               
 Controlling interest
                            4,385               4,385  
 Other comprehensive income
                                    (23,405 )     (23,405 )
Balance, December 31, 2010
    46,706,300       46,706       844,687     $ (1,566,911 )     (36,893 )     (712,411 )
Net loss of 2011
                            (103,763 )             (103,763 )
Allocation of loss to non-controlling interest
                            1,481               1,481  
Other comprehensive income
                                    (32,591 )     (32,591 )
Balance, December 31, 2011
    46,706,300     $ 46,706     $ 844,687     $ (1,669,193 )   $ (69,484 )   $ (847,284 )
                                                 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
13

 
 
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2011 and 2010 and
For the Period December 1, 1997 to December 31, 2011
 
 
 
   
 
 
Year 2011
   
 
 
Year 2010
   
December 1, 1997
(Date of Inception)
To
December 31, 2011
 
CASH FLOWS FROM OPERATIONS
                 
Net loss
  $ (102,282 )   $ (326,000 )   $ (1,669,193 )
Adjustments to reconcile net loss to net cash consumed by operating activities:
                       
Charges not requiring outlay of cash:
                       
Depreciation
    -       -       1,500  
Impairment of licensing agreement
    -       166,515       262,796  
Common stock issued for services
    -       -       21,300  
Noncontrolling interest share of losses
    (1,481 )     (4,271 )     (7,361 )
Changes in assets and liabilities:
                       
Increase (decrease) in accounts receivable
    -       -          
(Increase) decreases in other receivables
    -       -       (244 )
Increase (decrease) in accrued expenses
    25,623       129,359       234,829  
Increase (decrease) in other accounts payable
    -       -          
Increase in rent payable
    -       -          
Decrease in prepaid expenses
    249       17,991       -  
Increase (decrease) in taxes payable
    2,258       2,049       6,977  
Increase in accrued interest payable
    19,745       6,618       27,471  
Increase (decrease) in deposits
    -       (215 )     -  
    Net Cash Consumed By Operating Activities
    (55,888 )     (7,954 )     (1,121,925 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Purchase of automobile
    -       -       (1,500 )
Payments of amount due for licensing agreement
    -       -       (329,113 )
    Net Cash Consumed By Investing Activities
    -       -       (330,613 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds of short term loan
    -       -       258,398  
Advance received
    -       -       99,900  
Issuances of common stock to investors
    -       -       810,093  
Shareholder deposits for common stock
    -       -       70,000  
Proceeds of shareholder advances
    2,070       3,530          
Repayment of shareholder advances
    -       -       (80,000 )
Advances from affiliates
    -       -       200,000  
Repayment of advances from affiliates
    -       -       (200,000 )
Proceeds of officer loan
    55,546       4,150       296,036  
    Net Cash Provided By Financing Activities
    57,616       7,680       1,454,427  
                         
Effect on cash of exchange rate changes
    7       16       59  
Net Change In Cash
    1,735       (258 )     1,948  
Cash balance, beginning of period
    213       471       -  
Cash balance, end of period
  $ 1,948     $ 213     $ 1,948  
                         
The accompanying notes are an integral part of these financial statements.
 

 
 
14

 

AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2011
 
 
 
 
 
1. ORGANIZATION AND BUSINESS
 
Organization of Company
 
The Company was formed December 1, 1997, as Avani Manufacturing (China), Inc. The name was changed to Genesis Water Technologies, Inc. on August 17, 1999, to Supreme Group International, Inc. on December 24, 2000, to Amanasu Technologies Corporation on May 30, 2001. The present name was adopted October 16, 2007.
 
On January 4, 2008, the Company invested $1,837 for a 100% interest in a newly formed subsidiary, Amanasu Techno Holdings Japan Corporation (Japan), which is located in Tokyo. This subsidiary is inactive and, through December 31, 2008, has had no transactions.
 
On April 27, 2009 the Company acquired 100% of the outstanding stock of Amanasu Water Corporation (Water).  This company has changed its name to Amanasu Support Corporation.
 
 Business
 
The Company acquired worldwide licensing rights for certain patented magnetic and power generating technology. Until 2006, it was the intention of the Company to license these rights for use by others. The Company continues to pursue such licensing opportunities, but its primary efforts are now directed at other opportunities.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Development Stage Accounting
 
The Company is a development stage company, as defined in pronouncements of the Financial Accounting Standards Board (FASB). Generally accepted accounting principles that apply to established operating enterprises govern the recognition of revenue by a development stage enterprise and the accounting for costs and expenses. From inception to December 31, 2011, the Company has been in the development stage and, all its efforts have been devoted to obtaining worldwide licensing rights to technology, which is described above, and in Note, and planning for marketing related products.
 
Basis of Consolidation
 
The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
 
Cash
 
For purposes of the statements of cash flows, the Company considers all short term debt securities purchased with a maturity of three months or less to be cash equivalents.
 

 
15

 
 
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2011
 
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
 
Fixed Assets
 
Fixed assets re 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.
 
Intangible Assets
 
Intangible assets are recorded at cost. Amortization is provided by straight line methods, using lives which are based on the lives of the underlying assets.
 
Income Taxes
 
Deferred income taxes are recorded to reflect the tax consequences or benefits to future years of any temporary differences between the tax basis of assets and liabilities, and of net operating loss carryforwards.
 
Use Of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimated.
 
Advertising Costs
 
The Company will expense advertising costs when an advertisement occurs. There has been no spending thus far on advertising.
 
Other Comprehensive Income
 
The Company reports as other comprehensive income revenues, expenses, and gains and losses that are not included in the determination of net income; principal among these has been unrealized gains and losses from foreign exchange rate fluxuation.
 
Foreign Currency Translation
 
Substantial Company assets are located in Japan. These assets and related liabilities are recorded on the books of the Company in the currency of Japan (Yen), which is the functional currency. They are translated into US dollars as follows:
 
a. Assets and liabilities, at the rates of exchange in effect at balance sheet dates;
 
b. Equity accounts, at the exchange rates prevailing at the time of the transactions that established the equity accounts; and
 
c. Revenues and expenses, at the average rates of exchange of each period reported.
 

 
16

 
 
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2011
 
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
 
Segment Reporting
 
Management will treat the operations of the Company as one segment.
 
3. GOING CONCERN
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company had a material working capital deficiency and an accumulated deficit at December 31, 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.
 
The Company's present plans, the realization of which cannot be assured, to overcome these difficulties include but are not limited to a continuing effort to investigate business acquisitions and joint ventures.
 
4. RELATED PARTY TRANSACTIONS
 
The Company President advanced $110,000 during 2006.  He also made advances of $10,804 in 2009, $4,005 in 2010, and $55,392 in 2011 for a total of $180,201.  The Company secretary advanced $18,400 in 2007, $300 in 2008, $700 in 2009, and $4,150 in 2010 for a total of $23,550.
 
The parent corporation (shareholder) advanced $10,000 in 2007 and $2,285 in 2011, a total of $12,285.  All advances bear interest at 4.45% except for a short term advance of $53,260 made by the company president during 2011.
 
5. OTHER ADVANCES
 
During the year 2003, the Company received a $99,900 subscription for its common stock. Before the stock was issued, the subscriber cancelled the transaction, but has not demanded a refund. The Company intends to repay this obligation.
 
6. EXPENSES
 
Expenses consist primarily of professional fees:
 
   
2011
   
2010
 
Salaries
  $ 75,282     $ 68,322  
Interest
    13,573       13,132  
 
 

 
17

 
 
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2011
 
 
7. INCOME TAXES
 
The Company has experienced losses since its inception. As a result, it has incurred no Federal income tax. The Internal Revenue Code allows net operating losses (NOL's) to be carried forward and applied against future profits for a period of twenty years. The available NOL's totaled $1,365,225 at December 31, 2011. 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 2016 through 2031.

Under pronouncements of the FASB, recognition of deferred tax assets is permitted unless it is more likely than not that the assets will not be realized. The Company has recorded noncurrent deferred tax assets as presented below. These deferred tax assets increased during 2011 by $26,779, the result of adding the potential benefit of 2011 losses.
 

   
US
   
JAPAN
       
Deferred Tax Assets
  $ 301,233     $ 119,811     $ 421,044  
Valuation Allowance
    301,233       119,811       421,044  
Balance Recognized
  $ -     $ -     $ -  
 
Following is a table expiration dates of NOL's:
 
US
 
Expiring in
 
Japan
 
Expiring in
 
555
 
2020
         
20,944
 
2021
         
100,922
 
2022
         
147,981
 
2023
         
11,520
 
2024
         
79,170
    5025          
356,735
    2026          
53,560
    2027          
26,711
    2028          
17,856
    2029     121,102     2016  
56,595
    2030     269,291     2017  
13,430
    2031     88,852     2018  
885,980
          479,245        
  
There are no transactions other than the NOL'S, mentioned above, which would create deferred tax assets or liabilities.
 
The years 2009, 2010, and 2011 are subject to audit by the Internal Revenue Service.
 
8. RENTALS UNDER OPERATING LEASE
 
The Company shares office space in Vancouver, New York and Tokyo with Amanasu Environment Corporation. This arrangement is on a month to month basis. There was no rent expense incurred in 2011 or 2010.
 
9. SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
 
There was no cash paid for interest during either of the periods presented. Cash was paid for income taxes during 2011 in the amount of $2,258. There were no non-cash investing or financing activities during either 2011 or 2010.
 
10.STOCK OPTIONS

On May 9, 2009, the Board of Directors approved the issuance of 1,000,000 options to purchase Company common stock.  These options vested upon issuance and are exercisable for a period of ten years, expiring May 9, 2019.  The fair value of these options was $10,000, determined by a Black Sholes valuation model.
 
11. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
 
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant effect on the Company's results of operations, financial position or cash flows.
 
12. CONTINGENCY
 
On February 10, 2006, a law suit was commenced in which the Company, an affiliated company, and an officer of the Company, were named as defendants. The lawsuit was settled in May 2007. Under the terms of the settlement, the Company, its affiliate, and the officer were obligated to pay $260,000 in monthly installments of $10,000 each. Thus far, payments totaling $220,000 have been made against this obligation. Management does not expect further payment to be required. The Company has not made any of these payments, and management does not expect that any payments will be required from the Company.
 

 
18

 
 
AMANASU TECHNO HOLDINGS CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2011
 
 
13. ACQUISITION OF WATER
 
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 to be 200,000 shares of Company common stock. Simultaneous with this acquisition, the name of Water was changed to Amanasu Support Corporation. Water is a Japanese corporation which has been in the business of packaging and selling bottled water in the Far East.
 
This acquisition has been accounted for as an acquisition of an entity under common control. This accounting is similar to the accounting for a pooling of interests. In all historical financial statements Water is treated as though it had been continuously owned by the Company.  On April 27, 2009, Water acquired licensing rights, which are described in Note.
 
The acquisition of Water had no effect on reported per share amounts for any of the periods for which reports have been issued.
 
14. ACQUISITION OF LICENSING RIGHTS
 
On April 27, 2009, Water acquired rights to a process entitled the Haruka (formerly known as "Heartlet"), an automatic personal waste disposal unit. The acquisition agreement initially required payments totaling $523,300. The agreement was subsequently amended on November 2, 2009. Consideration for this amended contract was $156,990. The $156,990 purchase price was financed by a non interest bearing demand loan.
 
Due to impairment this asset was written off over 2009 and 2010.
 
15.SUBSEQUENT EVENTS
 
On February 7, 2012 the Company sold its entire interest in Amanasu Support Corporation, formerly named Amanasu Water Corporation (Water) to its principal shareholder, which is a company owned by its president, for the amount of $10,000.

 
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
 
ITEM 9A. CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures.
 
Disclosure Controls
 
We carried out an evaluation required by Rule 13a-15 of the Securities Exchange Act of 1934 (Exchange Act) under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures over financial reporting.
 
Disclosure controls and procedures are designed with the objective of ensuring that (i) information required to be disclosed in an issuer's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
 
The evaluation of our disclosure controls and procedures included a review of our objectives and processes and effect on the information generated for use in this Report. This type of evaluation is done quarterly so that the conclusions concerning the effectiveness of these controls can be reported in our periodic reports filed with the SEC. Our report on management's assessment of our internal control over financial reporting, as reported in our original filing on Form 10-K for the year ended December 31, 2009, was not prepared in the manner prescribed in Rule 13a-15. We have implemented the required processes and compensatory controls to minimize the risk of any recurrence and we will continue to develop processes that will be necessary as the business grows, and financial reporting becomes more complex. We intend to maintain these controls as processes that may be appropriately modified as circumstances warrant.
 
Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective in timely alerting them to material information which, is required to be included in our periodic reports filed with the SEC as of the filing of this Report.
 
Management's Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15. Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of the company's internal control over financial reporting pursuant to Exchange Act rule 13a - 15 and based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the criteria set forth in Internal Control - Integrated Framework, our Chief Executive Officer and Chief Financial Officer concluded that our internal controls and procedures over financial reporting were ineffective as of December 31, 2011.
 
However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Management necessarily applied its judgment in assessing the benefits of controls relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and may not be detected.
 
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we engaged our independent registered public accounting firm to perform, an audit on our internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report.
 

 
20

 
 
Changes in internal controls over financial reporting.
 
There have been no significant changes in the Company's internal controls or in other factors since the date of the Chief Executive Officer's and Principal Financial Officer's evaluation that could significantly affect these internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses.
 
ITEM 9A (T). CONTROLS AND PROCEDURES
 
None.
 
ITEM 9B. OTHER INFORMATION
 
None.
 
PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
On May 11, 2009 Yukinori Yoshino resigned as the President of the Registrant. The resignation of Mr. Yukinori Yoshino is owing to personal reasons and is not a result of any disagreements with the Registrant on any matter relating to the Registrant's operations, policies or practices. Current Chairman Atsushi Maki will assume the vacant positions of Chief Executive Officer effective May 11, 2009.
 
The directors and executive officers of the Company, their ages, and the positions they hold are set forth below. The directors of the Company hold office until the next annual meeting of stockholders of the Company and until their successors in office are elected and qualified. All officers serve at the discretion of the Board of Directors.
 
Name
Age
Position
Atsushi Maki
62
Chairman, Chief Executive Officer Director
Lina Lei
49
Secretary, Treasurer
 
Atsushi Maki has been a Director of the Company since June 1, 2001. Mr. Maki was appointed Chairman October 16th, 2007. During the past ten years, Mr. Maki has been an independent businessman involved mainly in real estate development projects in Japan. In 1995, he served as a Director of the Japan-Korea Cooperation Committee along with the former Prime Minister of Japan who acted as the Chairman of the committee. In 1999, he was responsible for establishing the Japan-China Association, a foundation for fostering better relations between the two nations. He served as a director of the association, along with the Chairman of Sony Corporation and the Honorary Chairman of Toyota Motor Corporation. Mr. Maki also is a director of Amanasu Environment Corporation, a reported company under the federal securities laws.
 
Lina Lei has been the Secretary of the Company since 2001. Ms. Lei was appointed a director in November 1999 and resigned from the board on August 21, 2002. From May 1990 to November 1999, Ms. Lei was employed by Thunder Company Ltd, Tokyo, Japan, in various capacities including as its managing director. Ms. Lei obtained a master's degree from Hitotsubashi University in Tokyo in 1990. During the past seven years, Ms. Lei's work involvement has been limited to activities of the Company and that of Amanasu Techno Holdings Corporation.
 

 
21

 
 
ITEM 11. EXECUTIVE COMPENSATION
 
The officers of the Company are not full time employees. Presently, the Company does not have a formal conflicts of interest policy governing its officers and directors. In addition, the Company does not have written employment agreements with its officers. Its officers intend to devote sufficient business time and attention to the affairs of the Company to develop the Company's business in a prudent and business-like manner. However, the principal officer is engaged in other businesses related and unrelated to the business of the Company, and in the future, will engage in other business ventures.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The following table will identify, as of March 31, 2012, 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 46,706,300 shares of common stock of the Company which are issued and outstanding as of March 31, 2012. The address for each individual below is 445 Park Avenue Center 10th floor New York, NY 10022 the address of the Company.
 
Title of Security
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Ownership (1)
Percent of Class
Common Stock
Amanasu Corporation(2)
#902 Ark Towers, 1-3-40,
Roppongi, Minatoku, Tokyo, Japan
35,000,000
75.3%
Common Stock
Atsushi Maki(3)
40,373,700
86.8%
Common Stock
Lina Lei(4)
40,373,700
86.8%
Common Stock
Officers and Directors, as a group (3 persons)
40,373,700
86.8%
 
 
1.
(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.
(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.
(3) Includes 4,873,700 shares of common stock held individually by Mr. Maki, 35,000,000 shares of common stock held by Amanasu Corporation, and 500,000 shares of common stock held by Lina Lei. Mr. Maki disclaims beneficial ownership of the shares held by Lina Lei.
 
 
4.
(4) Includes 500,000 shares of common stock held individually by Ms. Lei, and 39,873,700 shares of common stock beneficially owned by Atsushi Maki. Ms. Lei disclaims beneficial ownership of the shares held by Atsushi Maki.
 

 
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
We enter into indemnification agreements with each of the members of our Board of Directors at the time they join the Board to indemnify them to the extent permitted by law against any and all liabilities, costs, expenses, amounts paid in settlement and damages incurred by the directors as a result of any lawsuit, or any judicial, administrative or investigative proceeding in which the directors are sued or charged as a result of their service as members of our Board of Directors.
 
Effective February 10, 2000, Amanasu Corporation, formerly Family Corporation, the Company's largest shareholder, obtained the exclusive, worldwide rights to the technologies pursuant to a licensing agreement with its inventors. Thereafter, on March 10, 2000, Amanasu Corporation licensed to the Company the exclusive, worldwide rights to the technologies, subject to the terms of the underlying license agreement.
 
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 Properties").
 

 
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 
 
1.
Audit Fees during 2011 and 2010 were $25,000 and $8,675 respectively.
 
 
2.
Audit Related Fees during 2011 and 2010 were $     and $     respectively.
 
 
3.
Caption Tax Fees during 2011 and 2010 were $690.00 and $690.00 respectively.
 
 
4.
All Other Fees during 2011 and 2010 were $0.00 and $0.00 respectively.
 
 
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 2011 and 2010.
 
 
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.
 

 
24

 
PART IV
 
ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES
 
 
a.
Financial Statements and Schedules
 
 
The financial statements are set forth under Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
 
 
b.
Exhibit Listing
 
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)
   
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.
 
101 INS
XBRL Instance Document*
   
101 SCH
XBRL Schema Document*
   
101 CAL
XBRL Calculation Linkbase Document*
   
101 LAB
XBRL Labels Linkbase Document*
   
101 PRE
XBRL Presentation Linkbase Document*
   
101 DEF
XBRL Definition Linkbase Document*

*           The XBRL related information in Exhibit 101 of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

 
25

 
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 Techno Holdings Corporation
 
/s/ Atsushi Maki
April 13, 2012
 
Chairman & Chief Executive Officer
Chief Financial 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, 2012
 
Director
 
 

26