UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Wa shin gton, 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, 2012
 
 
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from ______________ to ________________
 
 
Commission File Number: 000-32905
 
AMANASU ENVIRONMENT CORPORATION
(Exact name of registrant as specified in its charter)
 
Nevada
 
98-0347883
(State of other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
445 Park Avenue Center 10th Floor New York, NY 10022
(Address of principal executive offices)
 
 
604-790-8799
 (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, $0.02 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
✔
 
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
✔
 
   
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
✔
 
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
✔
 
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.
 
 
✔
 
 
 

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
✔
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
 
Yes
   
No
✔
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2012, the last day of the registrant’s most recently completed second quarter, was $(1,549.50) 162,846.32.

As of April 10, 2013 the registrant had 44,000,816 shares of Common Stock, par value $0.02 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  None.
 
 
 
 
 
AMANASU ENVIRONMENT CORPORATION
 
ANNUAL REPORT ON FORM 10-K
 
FOR FISCAL YEAR ENDED DECEMBER 31, 2012
 
TABLE OF CONTENTS
 
 
Reference
Section Name
Page
PART I
 
1
Item 1.
Business
1
Item 1A.
Risk Factors
4
Item 1B.
Unresolved Staff Comments
6
Item 2.
Properties
6
Item 3.
Legal Proceedings
6
Item 4.
Mine Safety Disclosures
6
     
PART II
 
6
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
8
Item 8.
Financial Statements and Supplementary Data
9
 
Report of Independent Registered Public Accounting Firm
9
 
Consolidated Balance Sheets
10
 
Consolidated Statements of Operations
11
 
Consolidated Statements of Changes in Stockholders’ Equity
12
 
Consolidated Statements of Cash Flows
13
 
Notes to Consolidated Financial Statements
14
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
21
Item 9A.
Controls and Procedures
21
Item 9B.
Other Information
21
     
PART III
   
Item 10.
Directors, Executive Officers and Corporate Governance
22
Item 11.
Executive Compensation
22
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
23
Item 13.
Certain Relationships and Related Transactions, and Director Independence
24
Item 14.
Principal Accounting Fees and Services
25
     
PART IV
   
Item 15.
Exhibits and Financial Statement Schedules
26
 
Signatures
27
 
 
 
 
 
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 a nd 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.
 
Part I
 
Item 1. Business
 
General
 
Amanasu Environment Corporation (herein after the "Company") principle business is in complete development of Environmental Technologies to improve the quality of life for the future of the planet. The Company is involved in all aspects of environmental technology development: research & development, marketing, sales. It also produces and acquires environmental technology and related patents. Environmental technologies that the Company has been a part of range from water filtration systems, industrial/medical waste incinerators, solar panels, to name a few. The Company chose to have its headquarters in the United States in order to bridge environmental technology development internationally, with particular attention to leading innovations in Japan. The Company's parent company Amanasu Corporation, is a Japanese Corporation. The Company hopes to utilize existing associations and partnerships in order to bring environmental technologies from the United States and market them in Japan and other surrounding countries.
 
Current
 
During the recent years, the Company has embarked on a mission to achieve a capital-raising goal of $30,000,000 to increase the Company’s potential by entering into the NASDAQ global market. The Company’s main objective has not changed for the coming fiscal year ending December 31, 2013.
 
Aside from capital raising efforts, the Company has been supporting Amanasu Maritek Corporation, in development and required regulatory approval for the Commercial Cargo Ship Ballast Water Purification System. The Company and Amanasu Maritek Corporation have been working through the approval process of this type of product with the Japanese regulatory bodies. Also, required documentation, and translations have been prepared for additional approval by the main global governing body for marine technologies, IMO the International Marine Organization. So far, the Company has been unable to obtain approval for the Commercial Cargo Ship Ballast Water Purification System. In adhering to the guidelines set by the IMO and the Japanese Ministry of Land, Infrastructure, Transport and Tourism, the Company needs to collaborate with a shipbuilding company to conduct experiments and tests, requiring 2-3 years and a minimum budget of $10,000,000. Due to a lack of resources, the Company is currently seeking partners who are interested in developing such businesses and technologies acquired by Amanasu Maritek Corporation, the Company's subsidiary.
 
 
1
 
 
Furthermore, the Company is making plans to enter the reforestation industry in Japan, through Amanasu Maritek Corporation. Following the Great East Japan Earthquake, approximately 1 million houses need to be rebuilt, causing wood to be in high demand. Also, the Japanese Government currently subsidizes new firms entering the reforestation industry, giving the Company an opportunity to enter an industry that is reflective of its vision.
 
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: 604-790-8799. The Tokyo branch has relocated from 1-7-10 Motoakasaka Minato-Ku Tokyo Japan to 3-7-11 Azabujuubann Minato-Ku Tokyo Japan. Telephone: 03-3451-8870. .
 
As of April 27th, 2009 Amanasu Maritek Corporation (formerly Amanasu Holdings Corporation) transferred its shares of Amanasu Water Corporation to its affiliate,  Amanasu Techno Holdings Corporation. Amanasu Techno Holdings plans to utilize the Amanasu Water Corporation's existing resources to enter into the Health, and Medical Devices industry. In exchange Amanasu Maritek200,000 shares of Amanasu Techno Holdings.
 
 
2
 
 
History
 
Amanasu Environment Corporation ("Company") was incorporated in the State of Nevada on February 22, 1999 under the name of Forte International Inc. On March 27, 2001, the Company's name was changed to Amanasu Energy Corporation, and on November 13, 2002, its name was changed to Amanasu Environment Corporation.
 
It has acquired the exclusive, worldwide license rights to a high temperature furnace, a hot water boiler, and ring-tube desalination methodology. At this time, the Company is not engaged in the commercial sale of any of its licensed technologies. Its operations to date have been limited to acquiring the technologies, conducting limited product marketing, and testing the technologies for commercial sale. For each such technology, proto-type or demonstrational units have been constructed by each licensor or inventor of the technology. The Company has conducted various internal tests on these units to determine the commercial viability of the underlying technologies. As a result of such testing, the Company believes that the products are not commercially ready for sale, and that product refinements are necessary with respect to each of the technologies. In addition, the Company may seek joint venture or other affiliations with companies competitive in each respective product market whereby the Company can capitalize on the existing infrastructure of such other companies, such as product design and engineering, marketing and sales, and warranty and post-warranty service and repair. The Company believes that its marketing efforts to sell any of its products will be limited until such time as it can complete the refinements of its technologies. The Company can not predict whether it will be successful in developing commercial products, or establishing affiliations with any operating company.
 
On June 8, 2000, the Company obtained the exclusive, worldwide license to a technology that disposes of toxic and hazardous wastes through a proprietary, high temperature combustion system, known as the Amanasu Furnace. The rights were obtained pursuant to a license agreement with Masaichi Kikuchi, the inventor of the technology, for a period of 30 years. The Company issued 1,000,000 share of common stock to the inventor and 200,000 shares of common stock to a director of the inventor's company. Under the licensing agreement; the Company is required to pay the licensor a royalty of two percent of the gross receipts from the sale of products using the technology. If the Company fails to comply with any provision of the agreement after a 90-day notice period, the licensor may terminate the agreement.
 
Effective September 30, 2002, the Company obtained the exclusive, worldwide license to a hot water boiler technology that incinerates waste tires in a safe and non-polluting manner and extracts heat energy from the incineration process. The rights were obtained pursuant to a license agreement with Sanyo Kogyo Kabushiki Gaisha and Ever Green Planet Corporation, both Japanese companies, for a period of 30 years. As consideration for this acquisition, the Company paid the licensors $250,000, of which the Company's President paid $95,000, issued to them 600,000 shares of common stock, and issued to an affiliate of the licensors 50,000 shares of common stock. The licensors are entitled to receive a two percent royalty on the gross receipts from the sale of the products related to the technology. If the Company fails to comply with any provision of the agreement after a 90-day notice period, the licensor may terminate the agreement.
 
On June 30, 2003, the Company acquired the exclusive worldwide rights to produce and market a patented technology that purifies seawater, and removes hazardous pollutants from wastewater. The rights were obtained pursuant to a license agreement with Etsuro Sakagami, the inventor, for a period of 30 years. As consideration for obtaining the license, the Company issued 1,000,000 shares to the inventor, and 50,000 shares to a finder. The licensor is entitled to receive a two percent royalty on the gross receipts from the sale of the products related to the technology. If the Company fails to comply with any provision of the agreement after a 90-day notice period, the licensor may terminate the agreement.
 
 
3
 
 
Item 1A. Risk Factors
 
Ability To Develop Commercial Product
 
The Company presently maintains rights to three different technologies. At this time, proto-type versions of products for each of the three technologies have been developed, however, none of the products are commercially ready for sale. In order to reach a stage of commercial sales for the products, the Company prefers to put emphasis on joint venturing and funding a company who has advanced technological knowledge and progressed sales history of the same field for the purpose of cooperation. The Company can not predict that it will be successful in developing commercially ready products for any of the technologies in the near future or at any time.
 
Rapid Technological Changes
 
The industries in which the Company intends to compete with are subject to rapid technological changes. No assurances can be given that the technological advantages which may be enjoyed by the Company in respect of their technologies can not or will not be overcome by technological advances in the respective industries rendering the Company's technologies obsolete or non-competitive.
 
Lack of Indications of Product Acceptability
 
The success of the Company will be dependent upon its ability to develop commercially acceptable products and to sell such products in quantities sufficient to yield profitable results. To date, the Company has received no indications of the commercial acceptability of any of its proposed products. Accordingly, the Company can not predict whether its products can be marketed and sold in a commercial manner.
 
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 President. 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
 
 The existing officers and directors,  control approximately 78.80% 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.
 
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.
 
 
4
 
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.
 
 
5
 
 
Item 1B. Unresolved Staff Comments
 
None.
 
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 April 1, 2015. 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.
 
Item 3. Legal Proceedings
 
None.
 
Item 4. Mine Safety Disclosures
 
N/A
 
Part II
 
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
The Company's common stock has traded on the NASDAQ OTC Bulletin Board since October 2002 under the symbol "AMSU".
 
The table below sets forth the high and low bid prices of the Common stock of the Company as reported by NASDAQ. The quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions. There is an absence of an established trading market for the Company's common stock, as the market is limited, sporadic and highly volatile. The absence of an active market may have an effect upon the high and low priced as reported.
 
Quarter Ended
 
Mar. 31
   
Jun. 30
   
Sep. 30
   
Dec. 31
   
Year
 
Fiscal Year 2012
                             
Common stock price per share:
                             
High
  $ 0.03     $ 0.03     $ 0.03     $ 0.03     $ 0.03  
Low
  $ 0.03     $ 0.03     $ 0.03     $ 0.03     $ 0.03  
Fiscal Year 2011
                                       
Common stock price per share
                                       
High
  $ 0.02     $ 0.02     $ 0.02     $ 0.02     $ 0.02  
Low
  $ 0.02     $ 0.02     $ 0.02     $ 0.02     $ 0.02  
 
 
6
 
 
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-  
 
Private Placement
 
Item 6. Selected Financial Data
 
Not Applicable.
 
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
Plan Of Operations
 
Amanasu Environment Corporation
 
The Company has 3 main objectives during the fiscal year ending December 31, 2013. 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.
 
 
7
 
 
Secondly 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 2 regulatory bodies: the Japanese Government, and the IMO (International Marine Organization). This approval process requires capital for additional product testing, documentation, and documentation translations. The Company believes that Amanasu 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.
 
Thirdly, 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 2 years. The Company cannot predict whether it will be successful with its objective.
 
Results of Operations
 
Total Current Assets for the fiscal year ended December 31, 2012 was $7,600 compared to $41,193 at December 31, 2011. The decrease is due primarily to use of current assets for operational expenses.
 
Total current liabilities as of December 31, 2012 was $164,760 compared to $57,585 at December 31, 2011. The increase is due to delays in payments of current obligations.
 
Sales for the fiscal year ended December 31, 2012 were $ 0 compared to $ 0 for the same period of 2011.
 
Expense for the year ended December 31, 2012 was $ 16,670compared to $188,964 for the same period of 2011.
 
Liquidity and Capital Resources
 
Cash requirements for the next 12 months are estimated to be $165,000. This amount is comprised of the following estimate expenditures; $100,000 in annual salaries for office personnel, office expenses and travel, $30,000 for rent, $20,000 for professional fees, and $15,000 for miscellaneous expenses. The Company has no material commitments for capital at this time other than as described above. The Company and/or Amanasu Maritek will need to issue and sell shares to gain capital for operations.
 
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 
Not Applicable.
 
 
8
 
 
Item 8. Financial Statements and Supplementary Data
 
Report of Independent Registered Public Accounting Firm
 
 

 
Board of Directors
Amanasu Environment Corporation
 
We have audited the accompanying consolidated balance sheets of Amanasu Environment Corporation (A Development Stage Company) as of December 31, 2012 and 2011 and the related consolidated statements of operations, changes in Stockholders' equity, and cash flows for the years ended December 31, 2012 and 2011 and for the period from Ianuary 1,1999 ( date of inception of development stage) to December 31,2012.. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted the audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Amanasu Environment Corporation and Subsidiaries (A Development Stage Company) as of December 31, 2012 and 2011 and the results of its operations and its cash flows for the years ended December 31, 2012 and 2011 and the periods then ended  in conformity with U.S. generally accepted accounting principles.
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements at December 31, 2012 the Company had a working capital deficiency of $97,160 as well as an accumulated deficit of $4,797,017.  These factors, among other things discussed in Note 7 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.


/s/ Robert G. Jeffrey
Jeffrey & Company, Certified Public Accountants

Wayne, New Jersey
May 17, 2013
 
 
9
 
 
AMANASU ENVIRONMENT CORPORATION (A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
December 31, 2012 and 2011
 
   
2012
   
2011
 
ASSETS
           
Current Assets:
           
 Cash
  $ 3,600     $ 9,193  
Certificates of deposit
    4,000       32,000  
     Total current assets
    7,600       41,193  
                 
Fixed Assets:
               
 Automotive equipment
    25,859       25,859  
Less, accumulated depreciation
    25,859       25,110  
     Net fixed assets
    -       749  
                 
Other Assets:
               
Employee advance
    -       2,900  
Due from shareholder
    40,744       43,799  
Due from officer
    -       54,681  
     Total other assets
    40,744       101,380  
                 
Total Assets
  $ 48,344     $ 143,322  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
Current Liabilities:
               
Advance
  $ -     $ 14,212  
Accounts payable
    46,018       6,297  
Accrued expenses
    16,973       9,131  
Payroll and other taxes payable
    32,223       27,945  
Loans from shareholder
    9,546       -  
     Total current liabilities
    104,760       57,585  
                 
 Stockholders’ Equity:
               
Common stock: authorized 100,000,000 shares of .001 par  value; 44,000,816 issued and outstanding
    44,001       44,001  
Additional paid in capital
    4,693,652       4,693,652  
Deficit accumulated during development stage
    (917,895 )     (775,154 )
Deficit accumulated prior to development stage
    (3,879,122 )     (3,879,122 )
Accumulated other comprehensive income
    2,638       1,930  
 
               
Total Amanasu Environment Corporation stockholders' equity
    (56,726 )     85,307  
  Non controlling interest 
    310       430  
       Total stockholders' equity
    (56,416 )     85,737  
Total Liabilities and Stockholders' Equity
  $ 48,344     $ 143,322  
 
The accompanying notes are an integral part of these financial statements.
 
 
10
 
 
AMANASU ENVIRONMENT CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2012 and 2011 and the
Period January 1, 2009 (Date of Commencement of Development Stage) to December 31, 2012
 

   
 
 
2012
   
 
 
2011
   
January 1,
2009
(Date of
C ommencement
 of Development
 Stage) To
December 31,
2012
 
                         
Expenses
  $ 156,670     $ 188,964     $ 956,367  
    Operating loss
    (156,670 )     (188,964 )      (956,637 ) 
 
                       
Other Income:
                       
    Interest income
    28       427       13,107  
    Debt forgiveness
    13,781               13,781  
    Net loss
    (142,861 )     (188,537 )     (929,479 )
     Net loss attributable to  noncontrolling interest
    120       1,982       11,584  
    Net loss attributable to
                       
    Amanasu Environment Corporation
    (142,741 )      (186,555 )      (917,895 )
Other Comprehensive Income -
                       
  Gain on foreign exchange  conversion
    708       175       9,218  
Total comprehensive loss
  $ (142,033 )   $ (186,380 )   $ (908,677 )
Net loss per share – basic and diluted
  $ -     $ -          
Average number of shares  outstanding
    44,000,816       44,000,816          
 
The accompanying notes are an integral part of these financial statements.
 
 
11
 

AMANASU ENVIRONMENT CORPORATION
 
(A Development Stage Company)
 
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
 
For the period from January 1,2009( Date of inception of development stage) to December 31, 2012
 
 
                           
Deficit
                   
                           
Accumulated
   
Accumulated
             
               
Additional
         
Prior To
   
Other
             
   
Common Stock
   
Paid In
   
Accumulated
   
Development
   
Comprehensive
   
Noncontrolling
       
   
Shares
   
Amount
   
Capital
   
Deficit
   
Stage
   
Income
   
Interest
   
Total
 
                                                 
Balance December 31,2008
    44.000,816     $ 44,001     $ 4,634,223           $ ( 3,879,122 )   $ 1,130     $ 5,328     $ 805,560  
                                                               
Net loss for year
                          $ (261,533 )                     ( 8,856 )     ( 270,389 )
Transfer on sale of subsidiary
                    59,429                       6,232       623       66,284  
Other comprehensive income
                                            ( 7,710 )     5,943       ( 1,767 )
Balance December 31,2009
    44,000,816     $ 44,001     $ 4,693,652       ( 261,533 )     (3,879,122 )                        
Net loss for year
                                                               
                                                                 
 Balance, December 31,2009
    44,000,816     $ 44,001     $ 4,693,652     $ (261,533 )   $ (3,879,122 )   $ (348 )   $ 3,038     $ 599,688  
                                                                 
Net loss for year
                            (327,066 )                     ( 626 )     (327,692 )
Other comprehensive income
                                            2,103               2,103  
                                                                 
Balance, December 31, 2010
    44,000,816       44,001       4,693,652       (588,599 )     (3,879,122 )     1,755       2,412       85,737  
                                                                 
 Net loss for year
                            (186,555 )                     ( 1,982 )     (188,537 )
Other comprehensive income
                                            175               175  
                                                                 
Balance December 31, 2011
    44,000,816       44,001       4,693,652       ( 775,154 )     ( 3,879,122 )     1,930       430       85,737  
                                                                 
Net loss for year
                            (142,741 )                     (120 )     (142,861 )
Other comprehensive income
                                            708               708  
                                                                 
Balance of December 31, 2012
    44,000,816     $ 44,001     $ 4,693,652     $ (917,895 )   $ (3,879,122 )   $ 2,638     $ 310     $ (56,416 )
 
The accompanying notes are an integral part of these financial statements.

 
12
 

AMANASU ENVIRONMENT CORPORATION (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2012 and 2011
 
 
   
 
2012
   
 
2011
   
January 1,
2009
(Date of
 Commencement
of Development
 Stage) To
December 31,
2012
 
CASH FLOWS FROM OPERATIONS
                 
Net loss
  $ (142,861 )    $ (186,537 )    $ (929,479 )
Adjustments to reconcile net loss to net cash consumed by operating activities:
                       
Charges and credits not involving use of cash:
                       
    Depreciation and amortization
    749       1,775       6,074  
    Cancellation of debts
    (13,781 )      -       (13,781 )
    Bad debt expense
    2,900       -       138,931  
Changes in current assets and liabilities:
                       
     Increase in accrued liabilities
    3,571       (18,404 )     5,903  
     Increase in accounts payable
    44,614       48       50,208  
     Increase in taxes payable
    7,579       8,841       27,269  
     Decrease in employee loans
    -       2,100       (2,900 )
                         
Net Cash Consumed By Operating Activities
    (97,130 )      (194,177 )      (717,775 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Proceeds from redemptions of certificates of deposit
    28,000       235,000       692,000  
Repayment of advances to CEO
    53,260               53,260  
Shareholder repayments
    2,380               17,189  
Cash transferred on sale of subsidiary
    -       -       (270 )
Officer loans
    -       -       (68,635 )
Advances to shareholder
    -       -       (882 )
                         
Net Cash Provided By Investing Activities
    83,640       235,000       692,662  
 
                       
CASH FLOWS FROM FINANCING ACTIVITIES
                       
  Repayment from shareholder loans
    7,893               7,893  
  Repayment of shareholder advances
                    (2,330 )
Short term loans
            14,212       14,212  
Advances from affiliate
    -       -       1,175  
                         
Net Cash Consumed By Financing Activities
    7,893       (43,681 )      20,950  
                         
Effect on Cash of Exchange Rate Changes
     4       175       180  
Net Change in Cash Balances
    (5,597 )     (2,683 )     (3,983 )
Balance, beginning of period
    9,193       11,876       7,583  
                         
Balance, end of period
  $ 3,600     $ 9,193     $ 3,600  
 
The accompanying notes are an integral part of these financial statements.
 
 
13
 
 
AMANASU ENVIRONMENT CORPORATION =
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
 

 
 
1. ORGANIZATION AND BUSINESS
 
Organization of Company
 
The Company is a Nevada Corporation, formed February 22, 1999, as Forte International, Inc. The name was changed to Amanasu Energy Corporation on March 27, 2001, and to Amanasu Environment Corporation on October 18, 2002.
 
Business
 
On October 19, 2004, the Company invested $100,000 for a 100% interest in a newly formed subsidiary, Amanasu Shinwa Corporation (Shinwa), which is located in Gunma, Japan. On December 16, 2005, a second 100% owned subsidiary was formed, Amanasu Holdings, Inc. (Holdings), which is located in Tokyo, Japan. Holdings made investments in five other Japanese companies during 2005. The investee companies were involved in a variety of businesses.
 
Investments in the five companies mentioned above have either been repaid, written off by the absorption of accumulated losses, or written off because of abandonment.
 
On September 21, 2006, a 9% noncontrolling interest was sold in Holdings. Also on September 21, 2006, Holdings formed another subsidiary, named Amanasu Water Corporation (Water). Water's plan of operation was to market a new type of water called "Hydrogen-ion water". On April 27, 2009, the Company sold its 100% equity interest in Water to Amanasu Techno Holdings Corporation , a company that is controlled by the Company president.  That sale was accounted for as a sale between companies under common control.  Consideration for the sale was 200,000 shares of the common stock of the buyer, which had essentially no value..
 
On July 1, 2008, the Company sold its equity interest in Shinwa to the president of Shinwa for cash. On the same day, Holdings sold its equity interest in Shinwa to the president of Shinwa for a cash payment and the right to collect a debt that was owed to Shinwa by a corporation controlled by the Company president.
 
The Company is actively seeking investment capital and investments in new businesses.  Its subsidiary, Amanasu Holdings, Inc. has been renamed Amanasu Maritek Corporation.
 

 
14
 
 
AMANASU ENVIRONMENT CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
 
 
1. ORGANIZATION AND BUSINESS (CONT'D)
 
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.
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
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.
 
Development Stage Company
 
The Company is a development stage company,as defined under the Accounting Codification (ASC #905-10-05) and therefore presents cumulative information for the development stage in the financial statements.
 
Concentrations of Credit Risk
 
Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, miscellaneous receivables, and miscellaneous payables. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
 
Sales  to Companies under Common Control
 
For sales to companies under common control, noprofit or loss irecognized as specified in the Accounting Codification ( ASC # ,
 
Fixed Assets
 
Fixed assets are recorded at cost. Depreciation is computed using an accelerated method, with lives of five years for vehicles.
 
Income Taxes
 
Deferred income taxes are recorded to reflect the tax consequences or benefits to future years of any temporary differences between the tax bases and the book values of assets and liabilities, and of net operating loss carryforwards.
 

 
15
 
 
AMANASU ENVIRONMENT CORPORATION (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
 

 
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
 
Recognition Of Revenue
 
Revenue will be  realized from sales of products and services.  Recognition occurs upon delivery. In determining recognition, the following criteria are considered: persuasive evidence exists that there is an arrangement between the buyer and seller; delivery has occurred; the sales price is fixed or determinable; and collectability is reasonably assured.
 
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.
 
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 (85,90 Japanese Yen to $ 1 USD  at December 31. 2012 and 79.70 Japanese Yen to $1 USD at December 31. 2011);
 
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 for each reporting period (79.82 Japanese Yen to $ 1 USD  at December 31, 2012 and 77.40 Japanese Yen to $1 USD at December 31. 2011);
 
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 exchange rate fluctuation.
 
 
16
 

AMANASU ENVIRONMENT CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
 

 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
 
Advertising Costs
 
The Company will expense advertising costs when an advertisement occurs. There were no expenditures for advertising  during either of the periods reported.
 
Segment Reporting
 
Management treats the operations of the Company as one segment.
 
Fair Value of Financial Instruments
 
The carrying amounts of the Company's financial instruments, which include cash and certificates of deposit, approximate their fair values at December 31, 2012.
 
Net Income (Loss) Per Share
 
The Company computes net income (loss) per common share in accordance with pronouncements of the Financial Accounting Standards Board (FASB) and SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under these pronouncements, basic and diluted net income (loss) per common share are computed by dividing the net income (loss) available to common shareholders for each period by the weighted average number of shares of common stock outstanding during the period. Accordingly, the number of weighted average shares outstanding as well as the amount of net income (loss) per share are presented for basic and diluted per share calculations for all periods reflected in the accompanying consolidated financial statements.
 
Recent Accounting Pronouncements
 
The Company does not expect recent accounting pronouncements to have a material effect on its financial position, results of operations or cash flows.

 
17
 
 
AMANASU ENVIRONMENT CORPORATION (A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
 

 
 
3. RELATED PARTY TRANSACTIONS
 
The Company shares office space in Vancouver, New York, and Tokyo with a company that is controlled by the Company president. This arrangement is on a month to month basis. Until 2006, the two companies shared the cost of operating these offices. There has been no cost sharing since 2006, as the other company is largely inactive.
 
During 2007 and 2008 the principal shareholder of the Company, Amanasu Corporation made advances to the Company totaling $6,257.  In 2008 the Company acquired the right to collect  debt owed by Amanasu Coporation to Amanasu Shinwa. The current balance,,due to exchangerate fluctuations,is $40,744.During 2011 the Company made an advance to its CEO, Atsushi Maki, in the amount of $53,260.  In addition, short term advances for travel expenses were made to Mr. Maki in the amount of $15,375.  Repayments in the amount of $13,954 were made during the year, leaving a balance of $54,681.  This balance was repaid in January of 2012.  Advances to officers of the Company are violations of the Sarbanes Oxley Act.
 
4.  INCOME TAXES
 
The Company has experienced losses since 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 Japanese Tax Code permits such carryforwards for a period of seven years.  The total of these NOL's at December 31, 2012 was $1,112,387 in Japan and $3,180,116 in the U.S. The potential benefit of these NOL's has been recognized on the books of the Company, but it has been offset by valuation allowances.
 
Under provisions of 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 2012 by $48,056 in the U.S., and decreased by $90,471 in Japan.  The Japanese tax asset declined in 2012 because of expired net operating loss from a prior year, offset by benefit of current loss.
 
   
U.S.
   
JAPAN
 
Deferred Tax Assets
  $ 1,081,239     $ 333,839  
Valuation Allowance
    (1,081,239 )     (333,839 )
Balance Recognized
  $ -     $ -  
 
 
 
18
 
 
AMANASU ENVIRONMENT CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
 
 
4. INCOME TAXES (CONT'D)
 
If not used, these carryforwards will expire as follows:
 
   
U.S.
   
JAPAN
 
                 
2013
  $ -     $ 454,366  
2014
    -       240,805  
2015
    -       290,197  
2016
    -       97,415  
2017
    -       6,888  
2018
    -       21,804  
2019
    2,703       1,322  
2020
    51,086       -  
2021
    224,737       -  
2022
    73,550       -  
2023
    110,126       -  
2024
    107,443       -  
2025
    598,417       -  
2026
    332,988       -  
2027
    553,371       -  
2028
    363,595       -  
2029
    135,200       -  
2030
    320,802       -  
2031
    166,733       -  
2032
    141,835          
 
5. RENTALS UNDER OPERATING LEASES
 
The Company conducts its operations from leased office facilities in Vancouver, British Columbia, New York City, and in Tokyo.  During 2012 and 2011, the Company incurred rent expense of $44,383 and $66,330, respectively.  Lease payments for the Tokyo office, the lease for which expired in February, 2012 is currently being paid by another company controlled by the Company's CEO.
 
 
19
 
 
AMANASU ENVIRONMENT CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
 
 
 
6. SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
 
There was no cash paid for income taxes or interest during 2012 or 2011.  There were no non-cash financing or investing activities during either of these years.
 
7. GOING CONCERN
 
The Company's financial statements have been presented assuming that the Company will continue as a going concern.  As shown in the financial statements, the Company has little working capital, has an accumulated deficit of $4,797,017, and presently does not have the resources to accomplish its objectives during the next twelve months.  These conditions raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include any adjustments related 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 plans, the realization of which cannot be assured, are to obtain funds from the sale of securities or working capital loans from its parent company or its officers.
 
 
20
 
 
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
 
None.
 
Item 9A. Controls and Procedures
 
As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934 ("Exchange Act"). For purposes of the foregoing, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission ("SEC"). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officer, or persons performing similar functions, and is appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are not effective.
 
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 is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15 under the Exchange Act, as amended. As of December 31, 2012, under the supervision and with the participation of management, including the Company's Chief Executive Officer and Chief Financial Officer, an evaluation was conducted of the effectiveness of the Company's internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, management of the Company, including the chief executive officer and the chief financial officer, concluded that the Company's internal control over financial reporting was not effective as of December 31, 2012.
 
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal controls over financial reporting. Management's Report was not subject to attestation by the Company's public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only Management's Report in this Annual Report.
 
Item 9B. Other Information
 
Not Applicable.
 
 
21
 
 
Part III
 
Item 10. Directors, Executive Officers and Corporate Governance
 
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.
 
Directors / Officers
Name
Age
Since
Position
       
Atsushi Maki
63
1999
Chairman & Chief Executive Officert
Lina Lei
50
1999
Secretary
 
Atsushi Maki has been the President, Chief Financial Officer, Chairman and Director of the Company since November 10, 1999. 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.
 
Lina Lei has been the Secretary of the Company since November 10, 1999. 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 five years, Ms. Lei's work involvement has been limited to activities of the Company and that of Amanasu Technologies Corporation.
 
Item 11. Executive Compensation
 
The compensation for all directors and officers individually for services rendered to the Company for the  years ended December 31,2012 and December 31,2011.
 
Compensation Summary
 
 
Annual Compensation
 
Name and Principle Position
Year
 
Salary ($)
   
Bonus ($)
   
Other ($)
 
                     
Atsushi Maki (Chairman, President)
2012
    -0-       -0-       -0-  
 
2011
    -0-       -0-       -0-  
                           
Lina Lei (Secretary, Treasurer)
2012
    -0-       -0-       -20,000-  
.
 
22
 
 
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. A future arrangement will be subject to the approval of the Company's board of directors. Except for the arrangement with Ms. Lei, the Company and its officers have agreed that the officers of the Company will not receive any other compensation until such time as the Company reaches profitability for a full fiscal quarter. The terms of any such employment arrangement have not been determined at this time. Other than as indicated above, the Company did not have any other form of compensation payable to its officers or directors, including any stock option plans, stock appreciation rights, or long term incentive plan awards for the periods during the above fiscal years.
 
The Company's directors received no fees for their services in such capacity; however, they will be reimbursed for expenses incurred by them in connection with the Company's business.
 
Item 12. Security Ownership of Certain benficial Owners and Management and Related Stockholder Matters
 
The following table will identify, as of March 15, 2006, 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 44,000,816 shares of common stock of the Company which are issued and outstanding as of March 31, 2011. 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 Minato-ku Tokyo Japan
    33,000,000       72.6 %
Common Stock
Atsushi Maki (3) (4)
    35,858,500       78.80 %
Common Stock
Lina Lei (4)
    35,858,500       78.80 %
Common Stock
Officers and Directors, as a group (2 persons)
    35,858,500       78.80 %
 
(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). Mr. Atsushi Maki, the Company's Chairman and President, is the sole shareholder of Amanasu Corporation and is deemed the beneficial owner of such shares.
 
(3). Includes 1,496,000 shares of common stock held individually by Mr. Maki, 1,000,000 shares of common stock deposited with a third party (see "Item 12 "Certain Relationships and Related Transactions"), 33,000,000 shares of common stock held by Amanasu Corporation, and 362,500 shares of common stock held by Lina Lei. Mr. Maki disclaims beneficial ownership of the shares held by Lina Lei.
 
(4). Includes 362,500 shares of common stock held individually by Ms. Lei, and 35,490,000 shares of common stock beneficially owned by Atsushi Maki. Ms. Lei disclaims beneficial ownership of the shares held by Atsushi Maki.
 
 
23
 
 
Item 13. Certain Relationships and Related Transactions, and Director Independence
 
On December 15, 1999, the Company entered into an agreement with Amanasu Corporation, a Japanese corporation, under which Amanasu Corporation agreed to arrange a granting of a license to the Amanasu Furnace, to the Company. In exchange for obtaining the license to the Technology, the Company agreed to issue Amanasu Corporation 13,000,000 shares of its common stock and stock purchase options to acquire another 20,000,000 shares of common stock at a price per share of $0.01. In addition under the terms of the agreement, the Company agreed to issue 1,000,000 shares of common stock to the inventor of the technology, and 200,000 shares of common stock to the executive director of the inventor's Company. In May 2001, Amanasu Corporation exercised its option to acquire 20,000,000 shares of common stock of the Company and paid the sum of $200,000 to the Company. Mr. Atsushi Maki, the Company's Chairman and President, is the sole shareholder of Amanasu Corporation.
 
Mr. Maki received salary compensation in the form of 3,200,000 shares of common stock of the Company for the period from November 1999 through fiscal 2001. The shares were valued at $0.01 per share or a total of $32,000. Ms. Lei received salary compensation in the form of 312,500 shares of common stock of the Company for the period from November 1999 through fiscal 2001. The shares were valued at $0.01 per share or a total of $3,125.
 
On June 8, 2000, the Company entered into an exclusive licensing agreement with the inventor of the Amanasu Furnace. Under the licensing agreement, the Company obtained the worldwide production and marketing rights of the Technology for 30 years, and the Company is required to pay the inventor a royalty of 2% on gross sales of the Technology.
 
Effective September 30, 2002, the Company entered into a license agreement with Sanyo Kogyo Kabushiki Gaisha and Ever Green Planet Corporation, both Japanese companies, whereby the Company received the worldwide, exclusive license for a term of 30 years for the production and marketing of a hot water boiler, which incinerates waste tires in a safe and non-polluting manner and extracts heat energy from the incineration process. As consideration for this acquisition, the Company paid the licensors $250,000, of which the Company's President paid $95,000, issued to them 600,000 shares of common stock, and issued to an affiliate of the licensors 50,000 shares of common stock. The $95,000 paid by the Company's President is a contribution of capital to the Company. The licensors are entitled to receive a two percent royalty on the gross receipts from the sale of the products related to the technology.
 
On June 30, 2003, the Company acquired the exclusive worldwide rights to produce and market a patented process that purifies seawater, and removes hazardous pollutants from wastewater. The term of the license is 30 years from the date of the agreement. As consideration for obtaining the license, the Company issued 1,000,000 shares to Etsuro Sakagami, the licensor, and 50,000 shares to a finder. The licensor is entitled to receive a two percent royalty on the gross receipts from the sale of the products related to the technology.
 
On May 14, 2003, the Company entered into a Stock Purchase Agreement to acquire from Jipangu Inc. ("Jipangu"), a private, unaffiliated Japanese company, 10,000,000 shares of Kyoei Reiki Industrial Corporation Ltd ("Kyoei"), a publicly traded company in Tokyo, Japan. The purchase price for the shares is $4,993,000. The agreement called for the payment of 20% of the purchase price on May 31, 2003, and the balance was due on June 25, 2003. On or about May 31, 2003, Atsushi Maki, the Company's President and controlling shareholder, deposited with Jipangu 1,000,000 shares of common stock of the Company owned by Mr. Maki. However, the Stock Purchase Agreement with Jipangu stated that if Kyoei becomes bankrupt or is under receivership for bankruptcy before the remaining amount (80%) is due, Jipangu waives the right to collect the final amount. On June 25, 2003, Kyoei was placed under receivership with Tokyo District Court. The Company believes that it is not required to pay Jipangu the remaining amount due under the Stock Purchase Agreement. The deposit of common stock made to Jipangu by Mr. Maki was made on behalf of the Company. On December 10, 2003, the Company transferred its rights under the agreement with Jipangu to Mr. Maki, and Mr. Maki has released and indemnified the Company from any obligation under the Jipangu agreement.
 
 
24
 
 
Item 14. Principal Accounting Fees and Services
 
 
1. Audit Fees paid to Jeffrey & Company,during 2012 and 2011 were $25,000.00 and $25,000.00 respectively.
 
 
2. Audit Related Fees during 2012 and 2011 were $5,485.00 and $6,930.00 respectively.
 
 
3. Caption Tax Fees during 2012 and 2011 were $690.00 and $690.00 respectively.
 
 
4. All Other Fees during 2012 and 2011 were $-0- and $-0- respectively.
 
 
5. N/A
 
 
6. Not greater than 50% for 2008 and 2007..
 
 
25
 
 
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 filed on June 20, 2001).
 
  3(i)(b)
Certificate of Amendment to Articles of Incorporation(Incorporated by reference to the Company's Form 10-SB filed on June 20, 2001).
 
  3(i)(c)
Certificate of Amendment to Articles of Incorporation (Incorporated by reference to the Company's Form 10-KSB filed on March 31, 2003).
 
  3(ii)(a)
Amended and Restated By - Laws of the Company (Incorporated by reference to the Company's Form 10-SB filed on June 20, 2001).
 
  10(i)
Agreement between Family Corporation and the Company dated December 15, 1999. (Incorporated by reference to the Company's Form 10-SB filed on June 20, 2001).
 
  10(ii)
License agreement between the Company and Masaichi Kikuchi dated June 8, 2000. (Incorporated by reference to the Company's Form 10-SB filed on June 20,2001).
 
  10(iii)
Technical Consulting Agreement the Company and Masaichi Kikuchi dated June 9, 2001. (Incorporated by reference to the Company's Form 10-SB filed on June 20, 2001).
 
  10(iv)
Amendment No. 1 to Licensing Agreement dated July 30, 2001, however, effective June 8, 2000 by and between the Company and Masaichi Kikuchi. (Incorporated by reference to the Company's Form 10-SB/A filed on August 9, 2001).
 
  10(v)
License Agreement made as of September 30, 2002 by and between the Company and Sanyo Kogyo Kabushiki Gaisha and Ever Green Planet Corporation. (Incorporated by reference to the Company's Form 10-KSB filed on March 31, 2003).
 
  10(vi)
Addendum to License Agreement made as of September 30, 2002 by and between the Company and Sanyo Kogyo Kabushiki Gaisha and Ever Green Planet Corporation. (Incorporated by reference to the Company's Form 10-KSB filed on March 31, 2003).
 
  10(vii)
Stock Purchase Agreement dated May 14, 2003 by and between the Company and Jipangu, Inc.
 
  10(viii)
Desalination License Agreement made as of May 30, 2003 by and between the Company Etsuro Sakagami. (Incorporated by reference to the Company's Form 10-QSB filed on August 13, 2003).
 
  31
Certification under Section 906 of the Sarbanes-Oxley Act.
 
  32
Certification under Section 906 of the Sarbanes-Oxley Act.
 
 
26
 
 
101 INS
XBRL Instance Document*
   
101 SCH
XBRL Schema Document*
   
101 CAL
XBRL Calculation Linkbase Document*
   
101 DEF
XBRL Definition Linkbase Document*
   
101 LAB
XBRL Labels Linkbase Document*
   
101 PRE
XBRL Presentation Linkbase Document*

*           The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes 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.

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 Environment Corporation
 
/s/ Atsushi Maki
Atsushi Maki
Chairman & Chief Executive Officer
Chief Financial Officer
 
May 15, 2013
 
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
Atsushi Maki
Director
 
 
May 15, 2013
 
27
 
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