Competition
Although management believes its products, if developed, will have significant
competitive advantages to other products in their respective industries, with
respect to such products, the Company will be competing in industries, such
as the industrial waste industry, 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 eliminates 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 7. Financial Statements.
The Financial Statements that constitute Item 7 of this Annual Report on Form 10-KSB are included immediately following Item 14 below.
Item 8. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure.
None.
Item 8A . Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed: (i) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) are ineffective (details are listed under Management's Annual Report on Internal Control over Financial Reporting).
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management's Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining effective internal controls over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act, as amended.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Company's financial statements.
Management, with the participation of the Company's principal executive and principal financial officers, assessed the effectiveness of the Company's internal control over financial reporting as of 90 days prior to this report. This assessment was performed using the criteria established under the Internal Control-Integrated Framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on the assessment performed using the criteria established by COSO, management has concluded that the Company maintained ineffective internal control over financial reporting in the following areas:
Amanasu Holdings invested $84,228 (10,000,000 Yen) on December 16th, 2005 into Amanasu Shinwa Corporation. During the fiscal year ended December 31, 2007, The Company's management identified material weaknesses in Amanasu Shinwa's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)). On site cash stores used for smaller cash transactions ($50) not well documented. This material weakness is present within the Amanasu Shinwa due to lack of office staff.
As of September 21st , 2006 Amanasu Holdings invested 50,000,000 Yen ($500,000) establishing Amanasu Water Corporation. During the fiscal year ended December 31, 2007, The Company's management identified material weaknesses in Amanasu Water's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)). Approvals and authorization procedures for cash transactions lack distribution of responsibilities. This material weakness is due to the lack of office staff.
As of December 16th, 2005, the Company established, Amanasu Holdings Corporation ("Amanasu Holdings").
During the fiscal year ended December 31, 2007, The Company's management identified material weaknesses in Amanasu Holdings's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)). Approvals and authorization procedures for cash transactions lack distribution of responsibilities. This material weakness is due to the lack of office staff.
Management of the Company will take steps during the fiscal year ending December 31, 2008 to correct this material weakness.