ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This
quarterly report on Form 10-Q and other reports filed by Amanasu
Techno Holdings Corporation and its wholly owned subsidiaries,
collectively the “Company”, “we”,
“our”, and “us”) from time to time with the
U.S. Securities and Exchange Commission (the “SEC”)
contain or may contain forward-looking statements and information
that are based upon beliefs of, and information currently available
to, the Company’s management as well as estimates and
assumptions made by Company’s management. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which are only predictions and speak only as of the
date hereof. When used in the filings, the words
“anticipate,” “believe,”
“estimate,” “expect,” “future,”
“intend,” “plan,” or the negative of these
terms and similar expressions as they relate to the Company or the
Company’s management identify forward-looking
statements. Such statements reflect the current view of
the Company with respect to future events and are subject to risks,
uncertainties, assumptions, and other factors, including the risks
contained in the “Risk Factors” section of the
Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, as filed with the Securities and Exchange
Commission (“SEC”) on March 30, 2021 (the “Annual
Report”), relating to the Company’s industry, the
Company’s operations and results of operations, and any
businesses that the Company may acquire. Should one or
more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated,
expected, intended, or planned.
Although
the Company believes that the expectations reflected in the
forward-looking statements are reasonable, the Company cannot
guarantee future results, levels of activity, performance, or
achievements. Except as required by applicable law,
including the securities laws of the United States, the Company
does not intend to update any of the forward-looking statements to
conform these statements to actual results.
Our
unaudited condensed consolidated financial statements are prepared
in accordance with accounting principles generally accepted in the
United States (“GAAP”). These accounting principles
require us to make certain estimates, judgments and assumptions. We
believe that the estimates, judgments and assumptions upon which we
rely are reasonable based upon information available to us at the
time that these estimates, judgments and assumptions are
made. These estimates, judgments and assumptions can
affect the reported amounts of assets and liabilities as of the
date of the consolidated financial statements as well as the
reported amounts of revenues and expenses during the periods
presented. Our consolidated financial statements would be affected
to the extent there are material differences between these
estimates and actual results. In many cases, the accounting
treatment of a particular transaction is specifically dictated by
GAAP and does not require management’s judgment in its
application. There are also areas in which management’s
judgment in selecting any available alternative would not produce a
materially different result. The following discussion should
be read in conjunction with our consolidated financial statements
and notes thereto appearing elsewhere in this report.
The
accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As
shown in the consolidated financial statements, the Company had a
working capital deficiency of $761,390 and an accumulated deficit
of $2,353,845 at March 31, 2021, 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
consolidated 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. The Company will also continue to
investigate and develop technologies, which the Company believes
have great market potential. As such, the Company may need to
pursue additional sources of financing. There can be no assurances
that the Company can secure additional financing.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Company Overview
The
Company was incorporated in the State of Nevada on December 1,
1997. Its operations to date have been limited to obtaining the
license to various environmental and other technologies, conducting
preliminary marketing efforts and seeking financing. The Company's principal offices are at 224 Fifth
Avenue, 2nd Floor, New York, NY 10022 Telephone: 604-790-8799. The
Tokyo branch is located at Suite 905, 1-6-1 Senzoku Taito-Ku Tokyo
Japan. Telephone: 03-5808-3663.
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 Operations
The
Company's present plans, the realization of which cannot be
assured, to overcome its difficulties include, but are not limited
to, a continuing effort to investigate business acquisitions and
joint ventures. The Company will also continue to investigate and
develop technologies, which the Company believes have great market
potential. As such, the Company may need to pursue additional
sources of financing. There can be no assurances that the Company
can secure additional financing.
The Company is in its development stage. It has not commenced its
planned operations of manufacturing and marketing. Its
operations to date have been limited to conducting various tests on
its technologies and seeking financing.
The Company will continue to investigate and develop technologies,
which the Company believes have great market potential. The first
technology is an 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% government rebate, which
the company believes makes the technology, extremely competitive
even in the current global economic crisis. The company obtained
sales and manufacturing rights to the Haruka brand and is now
seeking, manufacturing partners.
The second technology is Thoughts Routine Mechanism
(“RUNE”) developed by the Company. We plan to develop
this operating software to be used on electronic devices, such as
smart phones, PC’s and gaming machines. We have secured
technology and human resources that extend this technology to other
applications outside the gaming sector. The Company has developed
an alliance with Valhalla Game Studios (“VGS”) to
jointly conduct game development and application development on
“fate diagnosis based statistical theory, and “fate
diagnosis” game service on mobile phones, smart phones, and
tablets. We believe the collaboration between the Company and VGS
may contribute to the future growth of the Company. Currently, Mr.
Maki offers a wide range of advice as a special advisor, and this
business continues to be evaluated and developed. In addition,
cartoons, movies and games play a large role and influence world
views and we believe that this technology be a very effective tool
in this area.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Plan of Operations (continued)
The Company will also be concentrating its efforts on capital
raising efforts to fund the development and marketing of these
technologies.
As stated above, the Company cannot 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 $150,000, it may not be
able to complete its plan of expanding operations as discussed
above. The company is expecting to gain the capital from issuing
and selling the shares of the Company. The Company has been able to
fund its existing operations from the proceeds of loans from a
stockholder.
The Company’s operations may be affected by the recent and
ongoing outbreak of the coronavirus disease 2020 (COVID-19) which
in March 2020, was declared a pandemic by the World Health
Organization. The ultimate disruption which may be caused by the
outbreak is uncertain; however, it may result in a material adverse
impact on the Company’s financial position, operations and
cash flows. Possible areas that may be affected include, but are
not limited to, disruption to the Company’s ability to obtain
funding and performing further research on certain
projects.
Results of Operations
There were no revenues for the three months ended March 31, 2021
and 2020.
General and administrative expenses decreased $397 (1.9%) to
$20,628 for the three months ended March 31, 2021, as compared to
$21,025 for the three months ended March 31, 2020 as a result of
lower travel and automobile expenses offset by higher professional
fees and state registration expenses.
As a result of the above, the Company incurred a loss from
operations of $20,628 for the three months ended March 31, 2021 as
compared to a loss from operations of $21,025 for the three months
ended March 31, 2020.
For the three months ended March 31, 2021, interest expense
increased $670 to $4,897 as compared to $4,227 for the three months
ended March 31, 2020, as a result of the increased interest
associated with additional loans from stockholders.
As a result of the above, the Company incurred a net loss of
$25,525 for the three months ended March 31, 2021 as compared to
$25,252 the three months ended March 31, 2020..
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
LIQUIDITY AND CAPITAL RESOURCES
The Company's minimum cash requirements for the next twelve months
are estimated to be $80,000, including rent, audit fees, office
expenses, interest 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 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 $21,898 to $761,390
at March 31, 2021 as compared to
$739,492 at December 31, 2020 primarily due to an increase in loans
from stockholders and officers and accrued expenses-related parties
and other.
On March 31, 2021, the Company had a cash balance of $1,409. The
Company’s principal sources and uses of funds were as
follows:
Cash used in operating activities. There was no significant
change in cash uses in operating activities for the three months
ended March 31, 2021 as compared to the three months ended March
31, 2020. For the three months ended
March 31, 2021, the Company used $15,600 in cash for operations as
compared to using $19,552 in cash for operations for the three
months ended March 31, 2020.
Cash provided by financing activities. Net cash provided by in financing activities for
the three months ended March 31, 2021 was $16,150 as compared to
$11,420 for the three months ended March 31, 2020 primarily as a
result of the increase in proceeds from a
stockholder.
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, 2020, as filed with the SEC on March
30, 2021 (the “Annual Report”). There have been no
changes in our critical accounting policies. Our significant
accounting policies are described in our notes to the 2020
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 consolidated
financial statements.