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2: EX-31.1 Certification Pursuant to Rule 13A-14(A)/15D-14(A) HTML 19K
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3: EX-31.2 Certification Pursuant to Rule 13A-14(A)/15D-14(A) HTML 19K
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4: EX-32.1 Certificate Pursuant to Section 18 U.S.C. Pursuant HTML 13K
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5: EX-32.2 Certificate Pursuant to Section 18 U.S.C. Pursuant HTML 13K
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26: R1 Document and Entity Information HTML 39K
13: R2 Consolidated Balance Sheets HTML 66K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 22K
31: R4 Consolidated Statements of Comprehensive Loss HTML 70K
25: R5 Consolidated Statements of Changes in HTML 30K
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12: R6 Consolidated Statements of Cash Flows HTML 56K
17: R7 1. Basis of Presentation HTML 17K
30: R8 2. Going Concern HTML 16K
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(Registrant’s telephone number, including area
code)
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
N/A
N/A
N/A
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock $.001 par value
(Title of class)
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 past 12 months, and (2)
has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically 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 ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, smaller reporting company, or an
emerging growth company. See the definitions of
“large accelerated filer,”“accelerated
filer,”“smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities
Act. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
The
unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the
United States for interim financial information and the rules and
regulations of the Securities and Exchange Commission. Accordingly,
they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of
management, the accompanying unaudited financial statements contain
all adjustments (consisting of normal recurring accruals) necessary
to present fairly the financial position of the Company as of
September 30, 2019, the results of operations for the three and
nine months ended September 30, 2019 and 2018, and cash flows for
the nine months ended September 30, 2019 and 2018. These
results are not necessarily indicative of the results to be
expected for the full year or any other period. The December31, 2018 balance sheet included herein was derived from the audited
financial statements included in the Company’s Annual Report
on Form 10-K as of that date. Accordingly, the financial
statements included herein should be reviewed in conjunction with
the financial statements and notes thereto included in the
Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2018, as filed with the Securities and Exchange
Commission (“SEC”) on April 1, 2019.
2. 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 working capital deficiency
of $591,922 and an accumulated deficit of $5,433,925 at September30, 2019, and a record of continuing losses. These factors, among
others, 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 operations to date
have been limited to conducting various tests on its technologies
and seeking financing. The Company will continue to develop
and market its technologies, which the Company believes have great
market potential. As such, the Company continues to pursue
additional sources of financing. Currently the company is exploring various
potential investment partners in Japan, as well as China.
There can be no assurances that the Company can secure additional
financing. . The present plans,
the realization of which cannot be assured, to overcome these
difficulties also include, but are not limited to, a continuing
effort to investigate business acquisitions and joint
ventures.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In
February 2016, the FASB established Topic 842, Leases, by issuing
Accounting Standards Update (ASU) No. 2016-02, which requires
lessees to recognize leases on-balance sheet and disclose key
information about leasing arrangements. Topic 842 was subsequently
amended by ASU No. 2018-01, Land Easement Practical Expedient for
Transition to Topic 842; ASU No. 2018-10, Codification Improvements
to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements.
The new standard establishes a right-of-use model (ROU) that
requires a lessee to recognize a ROU asset and lease liability on
the balance sheet for all leases with a term longer than 12 months.
Leases will be classified as finance or operating, with
classification affecting the pattern and classification of expense
recognition in the income statement. The new standard is effective
on January 1, 2019. A modified retrospective transition approach is
required, applying the new standard to all leases existing at the
date of initial application. An entity may choose to use either (1)
its effective date or (2) the beginning of the earliest comparative
period presented in the financial statements as its date of initial
application. If an entity chooses the second option, the transition
requirements for existing leases also apply to leases entered into
between the date of initial application and the effective date. The
entity must also recast its comparative period financial statements
and provide the disclosures required by the new standard for the
comparative periods. The Company adopted the new standard on
January 1, 2019 and use the effective date as the date of initial
application. Consequently, financial information will not be
updated and the disclosures required under the new standard will
not be provided for dates and periods before January 1, 2019. The
new standard provides a number of optional practical expedients in
transition. The Company elects the ‘package of practical
expedients’, which permits the Company not to reassess under
the new standard prior conclusions about lease identification,
lease classification and initial direct costs. The Company
determined that this standard will have a material effect on the
Company’s financial statements. While the Company continues
to assess all of the effects of adoption, the Company currently
believes the most significant effects relate to the recognition of
new ROU assets and lease liabilities on the Company’s balance
sheet for the Company’s real estate operating leases. On
adoption, the Company recognized an operating lease liability of
$10,353 with corresponding ROU assets of the same amount based on
the present value of the remaining minimum rental payments under
current leasing standards for existing operating
leases.
During
the nine months ended September 30, 2019, there have been no other
material changes in the Company’s significant accounting
policies to those previously disclosed in the Annual Report. No
recently issued accounting pronouncements had or are expected to
have a material impact on the Company’s consolidated
financial statements.
The
Company receives periodic advances from its principal stockholders
and officers based upon the Company’s cash flow needs. There
is no written loan agreement between the Company and the
stockholders and officers. All advances bear interest at 4.45% and
no repayment terms have been established. As a result, the amount
is classified as a current liability. During the nine months ended
September 30, 2019, the Company borrowed $33,220 from a
stockholder. The balances due as of September 30, 2019 and December31, 2018 were $389,940 and $356,720, respectively. Interest expense
associated with these loans were $4,413 and $12,674 for the three
and nine months ended September 30, 2019 as compared to $3,935 and
$11,068 for the three and nine months ended September 30, 2018.
Accrued interest on these loans were $57,111 and $44,437 at
September 30, 2019 and December 31, 2018,
respectively.
The
Company has an arrangement with Lina Maki, a stockholder of the
Company, for her management consulting time. The agreement is not
written and no payment terms have been established. The fee is
$10,000 annually. As of September 30, 2019 and December 31, 2018
amounts due to the stockholder were $27,500 and $20,000,
respectively. For the most part, these payments are made by the
Company’s affiliate. As such, when the payments are made by
the Company’s affiliate or the lease payments are made by the
Company on behalf of the affiliate, such amounts are shown as a
reduction in or addition to the amount due from affiliate in the
accompany balance sheets.
The
Company's executive offices are located at 445 Park Avenue Center
10th Floor New York, NY10022, and Vancouver, British Columbia. The
total premises in Vancouver are 2,000 square feet and are leased
from a stockholder at a monthly rate of $2,625 under a lease
agreement which expires October 1, 2019. At September 30, 2019 and
December 31, 2018, amounts due to the stockholder were $80,058 and
$56,433, respectively. The Company shares the space with Amanasu
Techno Holdings Corp, a reporting company under the Securities
Exchange Act of 1934. Amanasu Techno Holdings Corp is responsible
for 50% of the rent. As such, when the lease payments are made by
the Company’s affiliate or the lease payments are made by the
Company on behalf of the affiliate, such amounts are shown as a
reduction in or addition to the amount due to affiliate in the
accompanying balance sheets amounts due to related parties. The
office in New York is rented at the rate of $328 each year and is
also shared with Amanasu Techno Holdings Corp. In addition, the
Company maintains an office at Suite 905, 1-6-1 Senzoku Taito-Ku
Tokyo Japan. The net balances due from Amanasu Techno Holdings at
September 30, 2019 and December 31, 2018 were $74,345 and $55,785,
respectively.
Amanasu
Corp. is the principal stockholder of the Company. The balance
due to Amanasu Corp. was $50,000 and $50,000 at September 30, 2019
and December 31, 2018, respectively. Interest expense associated
with this loan was $569 and $1,687 for the three and nine months
ended September 30, 2019 as compared to $569 and $1,687 for the
three and nine months ended September 30. 2018. No terms for
repayment have been established. As a result, the amount is
classified as a current liability. Accrued interest on this loan
were $10,649 and $8,962 at September 30, 2019 and December 31,2018, respectively.
5. 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. The Company has experienced losses since its
inception. As a result, it has incurred no Federal income
tax.
The Company can carry forward net operating losses (NOL's) to be
applied against future profits for a period of twenty years in the
U.S. and 80% of the NOL can be carried forward for nine years in
Japan.
In assessing the realization of deferred tax assets, management
considers whether it is more likely than not that some portion or
all of the deferred tax assets will be realized. The ultimate
realization of deferred tax assets us dependent upon the generation
of future taxable income during the periods in which those
temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future
taxable income and tax planning strategies in making this
assessment. Based on the assessment, management has established a
full valuation allowance against all of the deferred tax assets
relating to the NOL’s for every period because it is more
likely than not that all of the deferred tax assets will not be
realized.
On December 22, 2017, legislation commonly known as the Tax Cuts
and Jobs Act, or the Tax Act, was signed in to law. The Tax Act,
among other changes, reduces the U.S. federal corporate tax rate
from 35% to 21%, requires taxpayers to pay a one-time transition
tax on earnings of certain foreign subsidiaries that were
previously tax deferred and creates new taxes on certain foreign
sourced earnings. On December 31, 2018, we did not have any
earnings from foreign subsidiaries and the international aspects of
the Tax Act are not applicable.
The Company had NOL carryforwards of approximately $3.8 million in
the U.S. and $7,500 in Japan at September 30, 2019. Approximately
$3.65 million in the U.S. and $7,500 in Japan will expire in the
years 2019 through 2037, and $0.15 million can be carried forward
indefinitely.
The Company leases office space from its officer in one
location from October 2017 to September 2019 with a monthly payment
of $1,250.
Upon
adoption of ASC 842, Leases, on January 1, 2019the Company
recorded $10,353 of right-use assets and related operating leases
liabilities. This asset was fully amortized as of September 30,2019.
The
Company's lease does not provide an implicit rate, and therefore
the Company uses an estimated incremental borrowing rate as the
discount rate when measuring operating lease liabilities. The
incremental borrowing rate represents an estimate of the interest
rate the Company would incur at lease commencement to borrow an
amount equal to the lease payments on a collateralized basis over
the term of a lease. The Company used incremental borrowing rate of
5% as of January 1, 2019 for operating leases that commenced prior
to that date.
Total
rent expense under operating leases for the three and nine months
ended September 30, 2019 was $3,750 and $11,250, respectively, as
compared to $3,750 and $11,250 for the three and nine months ended
September 30, 2018, respectively.
7. SUBSEQUENT EVENTS
The Company evaluated subsequent events, which are events or
transactions that occurred after September 30, 2019 through the
issuance of the accompanying financial statements and determined
that no significant subsequent event need to be recognized or
disclosed.
9
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-K 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 financial statements and notes thereto included in the
Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2018, as filed with the Securities and Exchange
Commission (“SEC”) on April 1, 2019 (the “Annual
Report”).
Please note that 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 of $591,922 and an accumulated
deficit of $5,433,925 at September 30, 2019, 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.
General
Management’s discussion and analysis of results of operations
and financial condition is intended to assist the reader in the
understanding and assessment of significant changes and trends
related to the results of operations and financial position of the
Company together with its subsidiary. This discussion and analysis
should be read in conjunction with the consolidated financial
statements and accompanying financial notes, and with the Critical
Accounting Policies noted below.
Plan of Operation
The Company has three main objectives. Firstly, the Company will
continue in its goal to meet the capital objective of $30,000,000.
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.
Second the Company will continue to support Amanasu Maritek
Corporation's efforts on entering into marine technologies. The
Company will assist for another 2 years in the design, and approval
process for the product from at least two 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 Maritek
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.
Third, the Company is making plans to enter the reforestation
industry in Japan, through Amanasu Maritek Corporation. The Company
must first reach an agreement with the relevant government agencies
in Japan. The Company intends to focus on the prefectures of
Miyagi, Iwate and Niigata and begin operations within two years.
The Company cannot predict whether it will be successful with its
objective.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
General and administrative expenses decreased $830 (6.3%) to
$12,298 for the three months ended September 30, 2019, as compared
to $13,128 for the three months ended September 30, 2018, primarily
as a result of lower professional fees partially offset by higher
insurance expense. General and administrative expenses decreased
$2,229 (4.4%) to $48,011 for the nine months ended September 30,2019, as compared to $50,240 for the nine months ended September30, 2018, primarily as a result of lower professional
fees.
As a result of the above, the Company incurred losses from
operations of $12,298 and $48,011 for the three and nine months
ended September 30, 2019 as compared to losses from operations of
$13,128 and $50,240 for the three and nine months ended September30, 2018.
Interest expense for the three and nine months ended September 30,2019 was $4,982 and $14,361 as compared to $4,504 and $12,755 for
the three and nine months ended September 30, 2018. This increase
is primarily the result of the increase in advances from
stockholders and officers.
As a result of the above, the Company incurred net losses of
$17,280 and $62,372 for the three and nine months ended September
30. 2019 as compared to net losses $17,632 and $62,995 for the
three and nine months ended September 30, 2018.
LIQUIDITY AND CAPITAL RESOURCES
Total current assets at September 30, 2019 were $25,300 as compared
to $9,563 at December 31, 2018. This increase is the result of the
increase in the amount due from related parties.
Total current liabilities as of September 30, 2019 were
$617,222 as compared to
$539,022 at December 31, 2018.This increase is primarily due to
increases in loans from stockholders and accrued expenses and
accrued interest to related parties.
The Company's minimum cash requirements for the next twelve months
are estimated to be $60,000, including rent, audit and professional
fees. The Company does not have sufficient cash on hand to support
its overhead for the next twelve months and there are no material
commitments for capital at this time other than as described above.
The Company will need to acquire debt or issue and sell shares to
gain capital for operations or arrange for additional stockholder
or related party loans. There is no current commitment
for either of these fund sources.
Our working capital deficit increased $62,463 to $591,922 at
September 30, 2019 as compared to $529,459 at December 31, 2018
primarily due to increases in loans from stockholders and accrued
expenses and accrued interest to related parties offset partially
by an increase in the amount due from related parties.
During the nine months ended September 30, 2019, the Company had a
net decrease in cash of $3,084. The Company’s principal
sources and uses of funds were as follows:
Cash used in operating activities. For the nine months ended September 30, 2019, the
Company used $17,744 in cash for operations as compared to using
$53,456 in cash for the nine months ended September 30, 2018,
primarily as a result of the change in accrued expenses –
related parties.
Cash provided by financing activities. Net cash provided by financing activities for the
nine months ended September 30, 2019 was $14,660 as compared to
$53,018 for the nine months ended September 30, 2018 primarily as a
result of the decrease in loans from
stockholders.
11
OFF-BALANCE SHEET ARRANAGEMENTS
The Company has no off-balance sheet arrangements.
CRITICAL ACCOUNTING POLICIES
The
Company prepares its financial statements in accordance with
accounting principles generally accepted in the United States of
America. Preparing financial statements in accordance with
generally accepted accounting principles requires the Company to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and
liabilities as of the date of the financial statements and the
reported amounts of revenue and expenses during the reported
period.
Our critical accounting policies are described in the Notes to the
Financial Statements included in our Annual Report on Form 10-K for
the year ended December 31, 2018, as filed with the SEC on April 1,2019 (the “Annual Report”). There have been no changes
in our critical accounting policies. Our significant accounting
policies are described in our notes to the 2018 consolidated
financial statements included in our Annual Report.
RECENTLY ISSUED ACCOUNTING STANDARDS
No recently issued accounting pronouncements had or are expected to
have a material impact on the Company’s condensed
consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 4. MANAGEMENT'S REPORT ON
DISCLOSURE CONTROLS AND PROCEDURES
We
maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in the reports we file
pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) are recorded, processed, summarized and
reported within the time periods specified in the rules and forms
of the SEC, and that such information is accumulated and
communicated to our Principal Executive Officer (“PEO”)
and Principal Accounting Officer (“PAO”), to allow
timely decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well
designed and operated, can only provide a reasonable assurance of
achieving the desired control objectives, and in reaching a
reasonable level of assurance, management necessarily was required
to apply its judgment in evaluating the cost-benefit relationship
of possible controls and procedures. Management designed the
disclosure controls and procedures to provide reasonable assurance
of achieving the desired control objectives.
We
carried out an evaluation, under the supervision and with the
participation of our management, including our PEO and PAO, of the
effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by
this Quarterly Report. Based upon that evaluation, the PEO and
PAO concluded that the Company’s disclosure controls and
procedures were ineffective for the reasons discussed below. In
addition, management identified the following material weaknesses
in its assessment of the effectiveness of disclosure controls and
procedures as of September 30, 2019.
The
Company did not effectively segregate certain accounting duties due
to the small size of its accounting staff. A material weakness is a
deficiency, or a combination of control deficiencies, in internal
control over financial reporting such that there is a reasonable
possibility that a material misstatement of our annual or interim
consolidated financial statements will not be prevented or detected
on a timely basis. Notwithstanding the determination that our
internal control over financial reporting was not effective, as of
December 31, 2018, and that there was a material weakness as
identified in this Quarterly Report, we believe that our financial
statements contained in this Quarterly Report fairly present our
financial position, results of operations and cash flows for the
years covered hereby in all material respects.
We plan
on increasing the size of our accounting staff at the appropriate
time for our business and its size to ameliorate our concern that
we do not effectively segregate certain accounting duties, which we
believe would resolve the material weakness in disclosure controls
and procedures, but there can be no assurances as to the timing of
any such action or that we will be able to do so.
(b) Changes in Internal Control over Financial
Reporting
There
were no changes in our internal control over financial reporting,
as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
during our most recently completed fiscal quarter that have
materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
We are
currently not involved in any litigation that we believe could have
a material adverse effect on our financial condition or results of
operations. There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the
knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our
common stock, any of our subsidiaries or of our companies or our
subsidiaries’ officers or directors in their capacities as
such, in which an adverse decision could have a material adverse
effect.
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS
There
were no unregistered sales of the Company’s equity securities
during the quarter ended September 30, 2019 other than those
previously reported in a Current Report on Form 8-K.
There
has been no default in the payment of principal, interest, sinking
or purchase fund installment, or any other material default, with
respect to any indebtedness of the Company.
Certification
of the Principal Executive Officer of Registrant pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or
Rule 15d-14(a)).*Certification Pursuant To Section 302 Of The
Sarbanes-Oxley Act Of 2002.
Certification
of the Principal Accounting Officer of Registrant pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or
Rule 15d-14(a)).*
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.
