UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A





[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934





For the fiscal year ended: December 31,
2018





[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934





Commission File No. 001-31261





AMANASU TECHNO HOLDINGS CORPORATION


(Exact name of Registrant as specified in its
charter)





Nevada
98-0351508(State of incorporation)
(IRS Employer Identification Number)224 Fifth Avenue, Suite D144 2nd Floor
New York, NY
10001(Address of principal executive offices)
(Zip Code)





Registrant's telephone number,
including area code: (604)
790-8799





Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par
value $0.01





Indicate by checkmark if registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No
[X]





Indicate by checkmark if registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No
[X]





Indicate by checkmark 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 [X] No [ ]





Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 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 [X] No
[ ]





Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the 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. [X]





Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer,  smaller  reporting  company,  or an
emerging  growth company.  See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of
the Exchange Act.





Large accelerated filer
☐
Accelerated filer
☐Non-accelerated filer
☐ (Do not check if a
smaller reporting company)
Smaller reporting company
☒Emerging growth company
☐





If an emerging growth company,  indicate  by  check
mark if  the registrant  has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided  pursuant  to
Section  7(a)(2)(B) of  the Securities
Act.☐





Indicate by checkmark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Securities Act). Yes [ ] No
[X]





The aggregate market value of the voting and non-voting common
stock (par value $0.01 per share) held by non-affiliates on June
30, 2018 (the last business day of our most recently completed
second fiscal quarter) was $63,526, using the closing price on June
30, 2018. As of March 30, 2019, the registrant had
46,956,300 shares of common stock, par value $0.01 per share,
outstanding.














EXPLANATORY NOTE





Amanasu
Techno Holdings Corporation (referred to as “we,”
“us,” “our,” or the “Company”)
is filing this Amendment No. 1 on Form 10-K/A (this
“Amendment No. 1”) to the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2018, as filed
with the Securities and Exchange Commission (the “SEC”)
on April 1, 2019 (the “Original Form 10-K”). This
Amendment No. 1 amends the Original Form 10-K to modify its
certifications.





Except
as described above, no other changes have been made to the Original
Form 10-K and continue to speak as of their respective dates. Other
forward-looking statements made in the Original Form 10-K have not
been revised to reflect events, results or developments that
occurred or facts that became known to the Company after the date
of the Original Form 10-K, and such forward-looking statements
should be read in conjunction with the Original Form 10-K and the
Company’s filings with the SEC subsequent to the Original
Form 10-K, including Amendment No. 1. Accordingly, this Amendment
No. 1 should be read in conjunction with the Original Form
10-K.





In
connection with the filing of this Amendment No. 1 and pursuant to
the rules of the SEC, the Company is including with this Amendment
No. 1 currently dated certifications, required by Rule 13a-14(a)
under the Exchange Act, by its chief executive officer and
principal financial officer.

















AMANASU TECHNO HOLDINGS CORPORATION


ANNUAL REPORT ON FORM 10-K


FOR FISCAL YEAR ENDED DECEMBER 31, 2018








TABLE OF CONTENTS





Reference
Section Name
PagePART
IItem
1.
Business
3Item
1A.
Risk
Factors
5Item
1B.
Unresolved
Staff Comments
7Item
2.
Properties
7Item
3.
Legal
Proceedings
7Item
4.
Mine
Safety Disclosures
7PART
IIItem
5.
Market
for Registrant's Common Equity, Related Stockholder Matters, and
Issuer Purchases of Equity Securities
8Item
6.
Selected
Financial Data
9Item
7.
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
9Item
7A.
Quantitative
and Qualitative Disclosures about Market Risk
10Item
8.
Financial
Statements and Supplementary Data
1011Item
9.
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
23Item
9A.
Controls
and Procedures
23Item
9B.
Other
Information
24PART
IIIItem
10.
Directors,
Executive Officers and Corporate Governance
24Item
11.
Executive
Compensation
24Item
12.
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
25Item
13.
Certain
Relationships and Related Transactions, and Director
Independence
26Item
14.
Principal
Accounting Fees and Services
26PART
IVItem
15.
Exhibits
and Financial Statement Schedules
27Signatures











SPECIAL NOTE REGARDING 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 we believe that the expectations
reflected in these forward-looking statements are reasonable, we
cannot assure you that the expectations reflected in these
forward-looking statements will prove to be correct. Our actual
results could differ materially from those anticipated in
forward-looking statements as a result of certain factors,
including matters described in the section titled “Risk
Factors (Item1A. Risk Factors).” Forward-looking statements
include those that use forward-looking terminology, such as the
words “anticipate,” “believe,”
“estimate,” “expect,” “intend,”
“may,” “project,” “plan,”
“will,” “shall,” “should,” and
similar expressions, including when used in the negative. Although
we believe that the expectations reflected in these forward-looking
statements are reasonable and achievable, these statements involve
risks and uncertainties and we cannot assure you that actual
results will be consistent with these forward-looking statements.
Important factors that could cause our actual results, performance
or achievements to differ from these forward-looking statements
include the following:





● the
availability and adequacy of our cash flow to meet our
requirements;


● economic,
competitive, demographic, business and other conditions in our
local and regional markets;


● changes
in our business and growth strategy;


● changes
or developments in laws, regulations or taxes in the entertainment
industry;


● actions
taken or not taken by third-parties, including our contractors and
competitors;


● the
availability of additional capital; and


● other
factors discussed elsewhere in this Annual
Report.





All forward-looking statements attributable to us are expressly
qualified in their entirety by these and other factors. We
undertake no obligation to update or revise these forward-looking
statements, whether to reflect events or circumstances after the
date initially filed or published, to reflect the occurrence of
unanticipated events or otherwise unless required by applicable
law.





PART I





ITEM 1. BUSINESS





Amanasu
Techno Holdings Corporation ("Company") was incorporated in the
State of Nevada on December 1, 1997 under the name of Avani
Manufacturing (China) Inc. The Company changed its name to Genesis
Water Technology on August 17, 1999, and to Supreme Group
International, Inc. on December 24, 2000. On June 7, 2001, it
changed its name to Amanasu Technologies Corporation. It changed
its name again on December 21, 2007 to Amanasu Techno Holdings
Corporation. The Company is still in the development phase, and has
not conducted any operations or generated any revenue since its
inception.





The
Company continues 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.





3





PART I





ITEM 1. BUSINESS (continued)





Overview and History





The
Company remains in the development stage and significant risks
exist with respect to its business (see "Cautionary Statements"
below). The Company received the exclusive worldwide rights to a
high efficiency electrical motor and a high-powered magnet both of
which are used in connection with an electrical motor scooter. The
technologies were initially acquired under a license agreement with
Amanasu Corporation, formerly Family Corporation. Amanasu
Corporation, a Japanese company and the Company's largest
shareholder, acquired the rights to the technologies under a
licensing agreement with the inventors. Amanasu Corporation
subsequently transferred the rights to the Company, and the Company
succeeded to the exclusive, worldwide rights. Atsushi Maki, a
director and officer of the Company, is the sole shareholder of
Amanasu Corporation. At this time, the Company is not engaged in
the commercial sale of any of its licensed technologies. Its
operations to date have been limited to acquiring the technologies,
raising funds, constructing four proto-type motor scooters and
various testing of the technologies and the motor
scooter.





The
market place for electric scooters has become intensely
competitive, thus offering rapid battery recharge time and more
economical sale prices are prerequisites to compete successfully.
Further marketing research was carried out comparing current
electric scooters on the market and Evader's scooters. The research
concluded that further refinement in several areas were required.
First the retail price of the Evader scooters was too high to be
competitive in the Japanese market. The research also found that a
new company recently began importing electric scooters from China
to Japan directly. The quality of their product is unclear;
however, the retail price of the new company's product effectively
competes in the Japanese market. The refinements needed to make the
Evader scooters competitive economically would take too much time,
thus the Company decided to discontinue business relations with
Evader, and abandon the electric scooter project; however, the
Company still holds the related patents.





In
place of the electric scooter, other projects including a
cooperative effort with Seems Inc., formerly introduced as Pixen
Inc., and their breakthrough "Bio-scent technology" are in
development. Seems Inc. is a pioneer in the newly developed
bio-scent technology industry. Bio-scent technology involves the
application of "scent data transmission", a digitized form of
scents, in various industries such as biotechnology, medical care,
environment, security, etc. in addition to common aroma therapy.
Due to its revolutionary technologies, Seems has been able to
become a multi-million dollar company in less than 6 years and is
expected to become public. Its DAA (Defensive Aromatic Air) is its
current flagship product.





In
addition to being an air purifying system, Seems' DAA effectively
removes up to 91% of air pollutants such as ammonia, and by
products of cigarette smoke. It also provides odor neutralization,
and air-borne anti-bacterial effects. Seems has also developed a
scent-particle sensor, which is programmable to detect certain
scent particles. This sensor is 1,000 times more sensitive than
even a dog’s sense of smell. This scent detection system can
be applied in fields such cancer detection. All diseases carry a
scent profile that is undetectable by the human senses. Seems'
sensor is able to detect these scent profiles and display the
digitized scent data.





With
uncertainty in the amount of time taken to obtain approval from the
FDA for various technologies by Seems Inc., the Company decided to
begin a new project in the Food/Beverage industry, specifically
Franchise management under the new leadership of Yukinori Yoshino,
who was appointed President of the Company as of October 16th,
2007; however, due to personal reasons unrelated to the Company,
Mr. Yoshino stepped down as President as of May 11, 2009, with the
Chairman Mr. Atsushi Maki assuming the position of Chief Executive
Officer.





Employees





As of
December 31, 2018, the Company has no full time
employees.





4





ITEM 1A. RISK FACTORS





Developmental Stage Company





The
Company was incorporated on February 22, 1999, and remains in the
development stage. Presently, the Company is in the initial stages
of licensing the necessary patents/technologies in order obtain
exclusive sales and manufacturing rights to the Haruka, automatic
personal waste disposal system. The company is also in negotiations
for a licensing agreement for the Biomonitec Glaze (a food microbe
testing apparatus that shortens testing times from days to minutes)
from NMG Inc. As a development stage enterprise, the Company may be
subject to the many pitfalls commonly associated with development
stage enterprises, such as testing and proving technologies. These
risks are in addition to normal business risks. The Company's
ability to emerge from the development stage with respect to its
planned principal business activity is dependent upon a number of
factors, including product development of existing technologies and
successfully raising additional financing to meet its working
capital needs.





Need For Additional Capital





The
Company will require additional capital to meet its ongoing
operating requirements. Once the Haruka technology has been
established in eastern Asia, the company plans to market the
product in North America which will require FDA, and Health Canada
approval. Even though the initial market approval is not capital
intensive, additional pre-market approvals are. The Company intends
to raise the capital through a private or public financing of debt
or equity. Presently, the Company has no commitment for any such
funding, however, is negotiating with potential partners to acquire
funding. The Company cannot predict whether it will be successful
in obtaining such financing on terms acceptable to the Company or
on any terms. The inability to obtain such financing will have a
material adverse effect on the Company and its ability to develop
and commercial sell the products.





Ability to Develop Commercial Product





The
majority of the Company's partners reside in Japan, and with that,
the Company must pass through different government regulatory
departments. The Company's upcoming Haruka product to the United
States will require FDA Pre-market approval in order to maximize
the Company's ability to market. FDA approval is required due to
the nature of the Haruka product, which are considered medical
devices in the United States. Certain principal marketing
statements may also require FDA approval; however, will not be used
in the initial sale stages.





Rapid Technological Changes





The
industry in which the Company intends to compete is subject to
rapid technological changes. No assurances can be given that the
any technological advantages which may be enjoyed by the Company in
respect of its technologies cannot or will not be overcome by
technological advances by competitors rendering the Company's
technologies obsolete or non-competitive.





Lack of Established Distribution Channels





The
Company does not have an established channel of distribution for
any of its products at present. The Company is currently
researching and contacting possible channels of distribution. The
main focus is on chain organizations: restaurant, hotel, and
hospital chains. The Company will also focus on establishing a
network of designated dealers in targeted markets in Japan and
South East Asia. The Company cannot predict whether it will be
successful in establishing its intended dealer network in
Japan.





Management





The
ability of the Company to successfully conduct its business affairs
will be dependent upon the capabilities and business acumen of
current management including Mr. Atsushi Maki, the Company's
Chairman and Chief Executive Officer. Accordingly, shareholders
must be willing to entrust all aspects of the business affairs of
the Company to its current management. Further, the loss of Mr.
Atsushi Maki could have a material adverse impact on its continued
operation.





Control Exercised By Management





The current officers and directors control approximately 86% of the
shareholder votes, based on ownerships of March 30, 2019.
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.





5








ITEM 1A. RISK FACTORS (continued)





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 officers 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.





Competition





Although
management believes its product has significant competitive
advantages to other products in the industry, the Company will be
competing in industries where enormous competition exists.
Competitors in these industries have greater financial, engineering
and other resources than the Company. No assurances can be given
that any advances or developments made by such companies will not
supersede the competitive advantages of the Company's
products.





Protection Of Intellectual Property





The
success of the Company will be dependent, in part, upon the
protection of its proprietary of its various technologies from
competitive use. Certain of its technologies are the subject of
various patents in varying jurisdictions (See "Description of
Business - Proprietary Rights"). In addition to the patent
applications, the Company relies on a combination of trade secrets,
nondisclosure agreements and other contractual provisions to
protect its intellectual property rights. Nevertheless, these
measures may be inadequate to safeguard the Company's underlying
technologies. If these measures do not protect the intellectual
property rights, third parties could use the Company's
technologies, and its ability to compete in the market would be
reduced significantly. In addition, if the sale of the Company's
product extends to foreign countries, the Company may not be able
to effectively protect its intellectual property rights in such
foreign countries. In the future, the Company may be required to
protect or enforce its patents and patent rights through patent
litigation against third parties, such as infringement suits or
interference proceedings. These lawsuits could be expensive, take
significant time, and could divert management's attention from
other business concerns. These actions could put the Company's
patents at risk of being invalidated or interpreted narrowly, and
any patent applications at risk of not issuing. In defense of any
such action, these third parties may assert claims against the
Company. The Company cannot provide any assurance that it will have
sufficient funds to vigorously prosecute any patent litigation,
that it will prevail in any of these suits, or that the damages or
other remedies awarded, if any, will be commercially valuable.
During the course of these suits, there may be public announcements
of the results of hearings, motions and other interim proceedings
or developments in the litigation which could result in the
negative perception by investors, which could cause the price of
the Company's common stock to decline dramatically.





Indemnification of Officers and Directors for Securities
Liabilities





The
Company's By-Laws 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.





6








ITEM 1A. RISK FACTORS (continued)





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.





Going Concern





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 $566,719 and an accumulated deficit
of $2,166,566 at December 31, 2018, 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 any adjustments
that might result from the outcome of this
uncertainty.





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 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 in Vancouver are 2,000 square feet and are leased at
a monthly rate of $2,625 under a lease agreement between the
Company and the Secretary of the Company which expires October 1,
2019. The Company shares the space with Amanasu Environment
Corporation (“AEC”), a reporting company under the
Securities Exchange Act of 1934. Our major shareholder and officer
own approximately 81% of AEC’s outstanding shares of common
stock. AEC is responsible for 50% of the rent. The office in New
York is rented at the rate of $328 each year. In addition, the
Company maintains an office at Suite 905, 1-6-1 Senzoku Taito-Ku
Tokyo Japan, and no rent is paid by the Company.





ITEM 3. LEGAL PROCEEDINGS





None.





ITEM 4. MINE SAFETY
DISCLOSURES





None.





7








PART II





ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES





There
is a limited public market for our Common Stock which currently
trades on the OTC Bulletin Board under the symbol "ANSU" where it
has been traded since September 9, 2005. The Common Stock has
traded between $0.005 and $2.00 per share since that
date.





The
following table sets forth the high and low closing prices for our
Common Stock as reported on the Bulletin Board for the quarters
presented. These quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commissions, and may not reflect
actual transactions.





Quarter
Ended
Mar.
31
Jun.
30
Sep.
30
Dec.
31
YearFiscal
Year 2018Common stock price
per shareHigh
$0.026
$0.010
$0.010
$0.120
$0.026Low
$0.010
$0.010
$0.010
$0.005
$0.005Fiscal
Year 2017Common stock price
per shareHigh
$0.040
$0.060
$0.020
$0.016
$0.060Low
$0.025
$0.015
$0.016
$0.010
$0.010





Information
provided by the Nasdaq.com. The quotations reflect inter-dealer
prices, without retail mark-up, markdown, or commission and may not
represent actual transactions.)





Holders





As of December 31, 2018, the Company has approximately 80 holders
of its common Stock. This figure does not take into account those
shareholders whose certificates are held in the name of
broker-dealers or other nominees.





Dividend Policy





To date
we have not paid any dividends on our Common Stock and do not
expect to declare or pay any dividends on our Common Stock in the
foreseeable future. Payment of any dividends will be dependent upon
future earnings, if any, our financial condition, and other factors
as deemed relevant by our Board of Directors. Although there are no
restrictions on the Company's ability to declare or pay dividends,
the Company has not declared or paid any dividends since its
inception' and does not anticipate paying dividends in the
future.





Equity Compensation Plan Information





Equity
Compensation Plan InformationPlan
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
-0-
-0-
-0-Equity compensation
plans not approved by security holders
-0-
-0-
-0-Total
-0-
-0-
-0-





8





Rule 10B-18 Transactions





During the year ended December 31, 2018, there were no repurchases
of the Company’s common stock by the Company.





ITEM 6. SELECTED FINANCIAL
DATA





Not
Applicable.





ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





The
following discussion should be read in conjunction with the
Company's Consolidated Financial Statements, including the Notes
thereto, appearing elsewhere in this Annual Report.





Please
note the consolidated financial statements for the fiscal year
ending December 31, 2018 and 2017 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 $566,719 as well as an accumulated deficit of
$2,166,566. These factors, among other things discussed in Note 2
to the consolidated financial statements, raise substantial doubt
about its ability to continue as a going concern. The consolidated
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the
amounts or classification of liabilities that might be necessary
should the Company be unable to continue in operation.





Company Overview





The
Company was organized on December 1, 1997. Its operations to date
have been limited to obtaining the license to various environmental
and other technologies, conducting preliminary marketing efforts
and seeking financing.





Plan of Operations





The
Company is a development stage corporation. 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.





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
shareholder.





9





ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS





Results of Operations





Selling,
general and administrative expenses increased $3,548 (5.2%) for the
year ended December 31, 2018 to $71,663 as compared to $68,115 for
the year ended December 31, 2017 primarily as a result of higher
travel expenses, partially offset by lower professional
fees.





Interest
expense increased $1,158 (9.2%) to $13,793 for the year ended
December 31, 2018 as compared to $12,635 for the year ended
December 31, 2017.





As a
result of the above, the Company incurred a net loss of $85,456 for
the year ended December 31, 2018 as compared to a net loss of
$80,750 for the year ended December 31, 2017.





Liquidity and Capital Resources





Total
assets as of December 31, 2018 were $1,544, compared to $5,014
as of December 31, 2017. Total
current liabilities as of December 31, 2018 were $568,263 compared
to $486,277 at December 31, 2017. The increase is primarily due to
accrued interest and accrued expenses due to stockholders and
officers of the Company.





The Company intends to raise additional funds in the near future
through private placements of its common stock. The Company
received $50,000 for stock sales in 2013. During 2015, the Company
received $61,030 for a deposit for the purchase of common stock,
this amount is classified as a current liability in the
accompanying balance sheets as of December 31, 2018 and 2017.
 The proceeds from such private placements will be allocated
for administrative salaries, office expenses and travel, product
development and testing.





The Company's minimum cash requirements for the next twelve months
are estimated to be $50,000. This amount is primarily for rent,
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 shareholder or related party loans.  There is
no current commitment for either of these fund
sources.





During the year ended December 31, 2018, the Company had a net
decrease in cash of $3,470. The Company’s principal sources
and uses of funds were as follows:





Cash used in operating activities.For the year ended December 31, 2018,
the Company used $47,288 in cash for operations as compared to
$58,115 in cash for the year ended December 31, 2017. This decrease in cash used in operations is
primarily attributed to the increase in accrued
expenses.





Cash provided by financing activities.Net
cash provided by financing activities for the year ended December
31, 2018 was $43,818 as compared to $58,111 for the year ended
December 31, 2017. This decrease is primarily the result of the
decrease in advances from stockholders and the decrease in amounts
due to affiliate,.





Off-Balance Sheet Arrangements





The
Company has no off-balance sheet arrangements.





ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK





Not
Applicable.





10








ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA





PagesConsolidated
Financial Statements:Reports of Independent Registered Public Accounting
Firms
12Consolidated Balance Sheets - December 31, 2018 and
2017
14Consolidated Statements of Operations - Years Ended December 31,
2018 and 2017
15Consolidated Statement of Changes in Stockholders'  Deficit -
Year Ended  December  31, 2018 and 2017
16ConsolidatedStatements
of Cash Flows - Years Ended December 31, 2018 and
2017
17Notes to Consolidated Financial Statements
18





11





ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of


Amanasu
Techno Holdings Corporation





Opinion on the Financial Statements





We have
audited the accompanying consolidated balance sheet of Amanasu
Techno Holdings Corporation (the “Company”) as of
December 31, 2018, and the related consolidated statements of
operations, changes in stockholders’ deficit, and cash flows
for the year then ended, and the related notes (collectively
referred to as the financial statements). In our opinion, the
financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2018, and the
results of its operations and its cash flows for the years then
ended, in conformity with accounting principles generally accepted
in the United States of America.





Going Concern





The
accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As described in Note
2 to the financial statements, the Company had a working capital
deficit of $566,719 and an accumulated deficit of $2,166,566 at
December 31, 2018, and a record of continuing losses. These
factors, among others, raise substantial doubt about the
Company’s ability to continue as a going concern.
Management’s plans in regards to these matters are described
in Note 2 to the financial statements. The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.





Basis for Opinion





These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a
public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the
PCAOB.





We
conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.
As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting.
Accordingly, we express no such opinion.





Our
audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.





/s/ Prager Metis CPAs, LLC





We have
served as the Company’s auditor since 2018


Hackensack,
New Jersey


April
1, 2019





12





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Board of Directors and Stockholders of


Amanasu
Techno Holdings Corporation





Opinion on the Financial Statements





We have
audited the accompanying consolidated balance sheet of Amanasu
Techno Holdings Corporation (the “Company”) as of
December 31, 2017, and the related consolidated statement of
operations, changes in stockholders’ deficit, and cash flows
for the year then ended, and the related notes (collectively
referred to as the financial statements). In our opinion, the
financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2017, and the
results of its operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted
in the United States of America.





Going Concern





The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company had
a working capital deficit of $481,263, and accumulated deficit of
$2,081,110 as of December 31, 2017, and a record of continuing
losses. These factors, among others, raise substantial doubt about
the Company’s ability to continue as a going concern.
Management’s plans in regards to these matters are described
in Note 2 to the financial statements. The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.





Basis for Opinion





These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a
public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the
PCAOB.





We
conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.
As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting.
Accordingly, we express no such opinion.





Our
audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.














We have
served as the Company’s auditor since 2016.Hackensack,
NJApril
9, 2018





13





AMANASU TECHNO HOLDINGS
CORPORATION


CONSOLIDATED BALANCE SHEETS





December
31,2018
2017ASSETSCurrent
Assets:Cash
$1,544
$5,014Total
current assets
1,544
5,014Total
Assets
$1,544
$5,014LIABILITIES
& STOCKHOLDERS' DEFICITCurrent
Liabilities:Accrued expenses
– stockholders and officers
$137,818
$99,650Due to
affiliate
55,785
33,122Deposit on stock
purchase
61,030
61,030Advances from
stockholders and officers
313,630
292,475Total
current liabilities
568,263
486,277Commitments and
contingencies
-
-Stockholders'
Deficit:Common Stock:
authorized 100,000,000 shares of $.001 par value;46,956,300 shares
issued and outstanding
46,956
46,956Additional paid in
capital
1,552,891
1,552,891Accumulated
deficit
(2,166,566)
(2,081,110)Total
stockholders' deficit
(566,719)
(481,263)Total
Liabilities and Stockholders' Deficit
$1,544
$5,014





The
accompanying notes are an integral part of these consolidated
financial statements.





14





AMANASU TECHNO HOLDINGS
CORPORATION


CONSOLIDATED STATEMENTS OF OPERATIONS





For the Years
Ended
December
31,2018
2017Revenue
$-
$-Cost of goods
sold
-
-Gross
profit
-
-Selling, general
and administrative expenses
71,663
68,115Operating
loss
(71,663)
(68,115)Other
expense:Interest expense
– stockholders and officers
(13,793)
(12,635)Loss
before income taxes
(85,456)
(80,750)Income
taxes
-
-Net
loss
$(85,456)
$(80,750)Loss
per share - Basic and Diluted
$(0.00)
$(0.00)Weighted
average number of common shares outstanding
46,956,300
46,956,300














The
accompanying notes are an integral part of these consolidated
financial statements.





15








AMANASU TECHNO HOLDINGS
CORPORATION


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT


For the Years Ended December 31, 2018 and 2017





Common
Stock
Additional
Paid
In
AccumulatedShares
Amount
Capital
Deficit
TotalBalance, December
31, 2016
46,956,300
$46,956
$1,552,891
$(2,000,360)
$(400,513)Net
loss
-
-
-
(80,750)
(80,750)Balance, December
31, 2017
46,956,300
46,956
1,552,891
(2,081,110)
(481,263)Net
loss
-
-
-
(85,456)
(85,456)Balance, December
31, 2018
46,956,300
$46,956
$1,552,891
$(2,166,566)
$(566,719)














The
accompanying notes are an integral part of these consolidated
financial statements.














16








AMANASU TECHNO HOLDINGS
CORPORATION


CONSOLIDATED STATEMENTS OF CASH FLOWS





For the Years
Ended
December
31,2018
2017CASH
FLOWS FROM OPERATING ACTIVITIESNet
loss
$(85,456)
$(80,750)Changes
in Assets and Liabilities:Increase in accrued
expenses – stockholders and officers
38,168
22,635Net
Cash Used in Operating Activities
(47,288)
(58,115)CASH
FLOWS FROM FINANCING ACTIVITIESProceeds from loans
from stockholders and officers
21,155
30,900Increase in amounts
due to affiliate
22,663
27,211Net
Cash Provided by Financing Activities
43,818
58,111Net decrease in
cash
(3,470)
(4)Cash balance,
beginning of year
5,014
5,018Cash balance, end
of year
$1,544
$5,014





Supplemental
disclosures of cash flow information:


Cash
paid for interest

$
-


$
-Cash
paid for taxes

$
-


$
-




















The
accompanying notes are an integral part of these consolidated
financial statements.








17








AMANASU TECHNO HOLDINGS
CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


December 31, 2018 and 2017





1. ORGANIZATION AND BUSINESS





Organization of Company





Amanasu
Techno Holdings Corporation ("Company") was incorporated in the
State of Nevada on December 1, 1997 under the name of Avani
Manufacturing (China) Inc. The Company changed its name to Genesis
Water Technology on August 17, 1999, and to Supreme Group
International, Inc. on December 24, 2000. On June 7, 2001, it
changed its name to Amanasu Technologies Corporation. It changed
its name again on December 21, 2007 to Amanasu Techno Holdings
Corporation. The Company is a development stage company, and has
not conducted any operations or generated any revenue since its
inception.





On
January 4, 2008, the Company invested $1,837 for a 100% interest in
a newly formed subsidiary, Amanasu Techno Holdings Japan
Corporation (Japan), which is located in Tokyo. This subsidiary is
inactive since inception.





Business





The
Company continues to investigate and develop technologies, which
the Company believes have great market potential.





2. GOING CONCERN





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 $566,719 and an accumulated deficit
of $2,166,566 at December 31, 2018, 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 any adjustments
that might result from the outcome of this
uncertainty.





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.





3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Principles of Consolidation:





The consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the
United States, and include the Company and its wholly-owned
subsidiary. All significant inter-company accounts and transactions
have been eliminated.





Use of Estimates:





The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires that management make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.





Development Stage Company:





The
Company is considered to be in the development stage as defined in
ASC 915 “Development Stage
Entities.” The Company is devoting substantially all
of its efforts to the development of its business plans. The
Company has elected to adopt Accounting Standards Update No.
2014-10, Development Stage Entities (Topic 915): Elimination of
Certain Financial Reporting Requirements; and does not present or
disclose inception-to-date information and other remaining
disclosure requirements of Topic 915.





18





AMANASU TECHNO HOLDINGS CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


December 31, 2018 and 2017





3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)





Cash and Cash Equivalents:





For
purposes of the statements of cash flows, the Company considers all
short term debt securities purchased with an original maturity of
three months or less to be cash equivalents.





Fair Value of Financial Instruments:





The
Company has adopted the provisions of ASC Topic 820, Fair Value
Measurements and Disclosures”, which defines the fair value
as used in numerous pronouncements, establishes a framework for
measuring fair value and expands disclosure of fair value
measurements. ASC 820 defines fair value as the exchange price that
would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the
asset or liability in an orderly transaction between market
participants on the measurement date. ASC 820 also establishes a
fair value hierarchy, which requires an entity to maximize the use
of observable inputs and minimize the use of unobservable inputs
when measuring fair value. ASC 820 describes three levels of inputs
that may be used to measure fair value:





Level 1 – quoted prices in active markets for identical assets or liabilities.





Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable.





Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions).





The
estimated fair value of certain financial instruments, including
cash, accrued expenses and advances from stockholder and officers
are carried at historical cost basis, which approximates fair
values because of the short-term maturing of these instruments. We
have no financial assets or liabilities measured at fair value on a
recurring basis.





Income Taxes:





The Company accounts for income taxes under the provisions of FASB
ASC Topic 740, “Income Tax,” which requires recognition
of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the consolidated
financial statements or tax returns. Deferred tax assets and
liabilities are recognized for the future tax consequence
attributable to the difference between the tax bases of assets and
liabilities and their reported amounts in the financial statements.
Deferred tax assets and liabilities are measured using the enacted
tax rate expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that
includes the enactment date. The Company establishes a valuation
when it is more likely than not that the assets will not be
recovered.





ASC Topic 740.10.30 clarifies the accounting for uncertainty in
income taxes recognized in an enterprise’s financial
statements and prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return.
ASC Topic 740.10.40 provides guidance on derecognition,
classification, interest and penalties, accounting in interim
periods, disclosure, and transition. We have no material uncertain
tax positions for any of the reporting periods
presented.





Recently Adopted Accounting Pronouncements:





The Company does not expect the adoption of recently issued
pronouncements to have a significant effect on the Company’s
results of operations, financial position or cash
flows.





19





AMANASU TECHNO HOLDINGS CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


December 31, 2018 and 2017





4. RELATED PARTY TRANSACTIONS





The
Company receives periodic advances from its principal stockholders
and officers based upon the Company’s cash flow needs. There
is no written loan agreement between the Company and stockholders
and officers. The balances due as
of December 31, 2018 and 2017 were $313,630 and $292,475,
respectively. All advances bear interest at 4.45%. During
the years ended December 31, 2018 and 2017, the Company borrowed
$$21,955 and $30,900, respectively, from a
stockholder.





Interest
expense associated with these loans were $13,793 and $12,635 for
the years ended December 31, 2018 and 2017, respectively. Accrued
interest on these loans were $77,913 and $64,120 at December 31,
2018 and 2017, respectively. No terms for repayment have been
established. As a result, the amount is classified as a current
liability.





The
Company has an arrangement with Lina Maki, a stockholder of the
Company, for her management consulting time. The agreement is not
written and no payment terms have been established. The fee is
$10,000 annually. As of December 31, 2018 and 2017 amounts due to
the stockholder were $40,000 and $30,000,
respectively.





The
Company also leases it office space from a stockholder of the
Company. At December 31, 2018 and 2017, amounts due to the
stockholder were $3,630.For the
most part, lease payments are made by the Company’s
affiliate. As such, when the lease payments are made by the
Company’s affiliate or the lease payments are made by the
Company on behalf of the affiliate, such amounts are shown as a
reduction in or addition to the amount due from affiliate in the
accompany balance sheets (see Note 6).








20





AMANASU TECHNO HOLDINGS CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


December 31, 2018 and 2017





5. INCOME TAXES





The
Company has experienced losses since its inception. As a result, it
has incurred no Federal income tax. The Internal Revenue Code
allows net operating losses (NOL's) to carry forward and apply
against future profits for a period of twenty years. The available
NOL's totaled approximately $1.3 million at December 31, 2018. The
NOL can be carried forward to offset taxable income, if any, in
future years which expire in the years 2020 through
2038.





In
assessing the realization of deferred tax assets, management
considers whether it is more likely than not that some portion or
all of the deferred tax assets will be realized. The ultimate
realization of deferred tax assets is dependent upon the generation
of future taxable income during the periods in which those
temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future
taxable income and tax planning strategies in making this
assessment. Based on the assessment, management has established a
full valuation allowance against all of the deferred tax asset
relating to NOLs for every period because it is more likely than
not that all of the deferred tax asset will not be
realized.





On December 22, 2017, legislation commonly known as the Tax Cuts
and Jobs Act, or the Tax Act, was signed in to law. The Tax Act,
among other changes, reduces the U.S. federal corporate tax rate
from 35% to 21%, requires taxpayers to pay a one-time transition
tax on earnings of certain foreign subsidiaries that were
previously tax deferred and creates new taxes on certain foreign
sourced earnings. On December 31, 2018, we did not have any foreign
subsidiaries and the international aspects of the Tax Act are not
applicable.





In connection with the initial analysis of the impact of the Tax
Act, we re-measured certain deferred tax assets and liabilities
based on the rates at which they are expected to reverse in the
future, which is generally 21%. As a result, we recorded a decrease
in net deferred tax assets of $160,000 with a corresponding net
adjustment to deferred income tax expense. These adjustments were
fully offset by a decrease in the valuation allowance for the year
ended December 31, 2018. We have completed and recorded the
adjustments necessary under Staff Accounting Bulletin No. 118
related to the Tax Act.





The tax
return for the years 2015, 2016 and 2017 are subject to audit by
the Internal Revenue Service.





The
reconciliation of income tax expense at the U.S. statutory rate of
34% to the Company’s effective tax rate is as
follows:





2018
2017Income tax expense
at statutory rate
21%
34%Change in valuation
allowance
(21%)
(34%)Income tax
expense
-
-





The tax
effects of temporary differences that give rise to the
Company’s net deferred tax assets as of December 31, 2018 and
2017 are as follows:





2018
2017Net Operating Loss
Carryforwards
$276,817
$258,548Valuation
Allowance
(276,817)
(258,548)Deferred Tax
Asset
$-
$-





21





AMANASU TECHNO HOLDINGS CORPORATION
 NOTES TO FINANCIAL STATEMENTS (Continued)
 December 31, 2018 and 2017





6. RENTALS UNDER OPERATING LEASE





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 in Vancouver are 2,000 square feet and are leased at
a monthly rate of $2,625 under a lease agreement between the
Company and the Secretary of the Company which expires October 1,
2019. The Company shares the space with Amanasu Environment
Corporation (“AEC”), a reporting company under the
Securities Exchange Act of 1934. Our major shareholder and officer
own approximately 81% of AEC’s outstanding shares of common
stock. AEC is responsible for 50% of the rent. The office in New
York is rented at the rate of $328 each year. In addition, the
Company maintains an office at Suite 905, 1-6-1 Senzoku Taito-Ku
Tokyo Japan, and the Company pays no rent.





The
following is a schedule of approximate future minimum rental
payments for operating leases subsequent to the year ended December
31, 2018 based on the Company’s share of rent:





Year           
Amount





2019           
$11,813





7. DEPOSIT ON STOCK PURCHASE





During 2015, the Company received $61,030 for a deposit for the
purchase of common stock, this amount is classified as a current
liability in the accompanying balance sheet as of December 31, 2018
and 2017.  No shares have been issued for these deposits as of
December 31, 2018.








8. SUBSEQUENT EVENT





The Company has evaluated subsequent events that have occurred
after the date of the balance sheet through the date of issuance of
these consolidated financial statements and determined that no
subsequent event requires recognition or disclosure to the
consolidated financial statements.








22








ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





None.





ITEM 9A. CONTROLS AND
PROCEDURES





Evaluation of Disclosure Controls and Procedures





Disclosure Controls





We
carried out an evaluation required by Rule 13a-15 of the Securities
Exchange Act of 1934 (Exchange Act) under the supervision and with
the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures over financial
reporting.





Disclosure
controls and procedures are designed with the objective of ensuring
that (i) information required to be disclosed in an issuer's
reports filed under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
SEC rules and forms and (ii) information is accumulated and
communicated to management, including our Chief Executive Officer
and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosures.





The
evaluation of our disclosure controls and procedures included a
review of our objectives and processes and effect on the
information generated for use in this Report. This type of
evaluation is done quarterly so that the conclusions concerning the
effectiveness of these controls can be reported in our periodic
reports filed with the SEC.





We have
implemented the required processes and compensatory controls to
minimize the risk of any recurrence and we will continue to develop
processes that will be necessary as the business grows, and
financial reporting becomes more complex. We intend to maintain
these controls as processes that may be appropriately modified as
circumstances warrant.





Based
on their evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and
procedures were not effective in timely alerting them to material
information which, is required to be included in our periodic
reports filed with the SEC as of the filing of this
Report.





Management's Report on Internal Control over Financial
Reporting





Our
management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined
in Exchange Act Rule 13a-15. Under the supervision and with the
participation of our management, including our Principal Executive
Officer and Principal Financial Officer, we conducted an evaluation
of the effectiveness of the design and operation of the company's
internal control over financial reporting pursuant to Exchange Act
rule 13a - 15 and based on the criteria set forth in Internal
Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on our
evaluation under the criteria set forth in Internal Control -
Integrated Framework, our Chief Executive Officer and Chief
Financial Officer concluded that our internal controls and
procedures over financial reporting were ineffective as of December
31, 2018.





However,
a control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Management necessarily
applied its judgment in assessing the benefits of controls relative
to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within the
company have been detected. The design of any system of controls is
based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future
conditions, regardless of how remote. Because of the inherent
limitations in a control system, misstatements due to error or
fraud may occur and may not be detected.





This
Annual Report does not include an attestation report of our
independent registered public accounting firm regarding internal
control over financial reporting. We were not required to have, nor
have we engaged our independent registered public accounting firm
to perform, an audit on our internal control over financial
reporting pursuant to the rules of the Securities and Exchange
Commission that permit us to provide only management's report in
this Annual Report.








23





Changes in internal controls over financial reporting





There
have been no significant changes in the Company's internal controls
or in other factors since the date of the Chief Executive Officer's
and Principal Financial Officer's evaluation that could
significantly affect these internal controls, including any
corrective actions with regards to significant deficiencies and
material weaknesses.





ITEM 9B. OTHER INFORMATION





None.





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.





Name

Age

PositionAtsushi
Maki

65

Chairman,
Chief Executive Officer, Director


Atsushi
Maki has been the Director of the Company since June 1, 2001. Mr.
Maki was appointed Chairman October 16th, 2007. During the past ten
years, Mr. Maki has been an independent businessman involved mainly
in real estate development projects in Japan. In 1995, he served as
a Director of the Japan-Korea Cooperation Committee along with the
former Prime Minister of Japan who acted as the Chairman of the
committee. In 1999, he was responsible for establishing the
Japan-China Association, a foundation for fostering better
relations between the two nations. He served as a director of the
association, along with the Chairman of Sony Corporation and the
Honorary Chairman of Toyota Motor Corporation. Mr. Maki also is a
director of Amanasu Environment Corporation, a reported company
under the federal securities laws.





ITEM 11. EXECUTIVE
COMPENSATION





The
officers of the Company are not full time employees. They do not
currently receive compensation.  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.





24





ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS





The
following table will identify, as of March 5, 2019, the number and
percentage of outstanding shares of common stock of the Company
owned by (i) each person known to the Company who owns more than
five percent of the outstanding common stock, (ii) each officer and
director, and (iii) and officers and directors of the Company as a
group. The following information is based upon 46,956,300 shares of
common stock of the Company which are issued and outstanding as of
March 5, 2019. 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 ClassCommon
Stock

Amanasu
Corporation(2)
#902
Ark Towers, 1-3-40,
Roppongi,
Minatoku, Tokyo, Japan


35,000,000



74.9
5%Common
Stock

Atsushi
Maki(3)


40,373,700



86.
0%Common
Stock

Lina
Lei(4)


40,373,700



86.
0%Common
Stock

Officers
and Directors, as a group (3 persons)


40,373,700



86.0
%





1.
(1)
"Beneficial ownership" means having or sharing, directly or
indirectly (i) voting power, which includes the power to vote or to
direct the voting, or (ii) investment power, which includes the
power to dispose or to direct the disposition, of shares of the
common stock of an issuer. The definition of beneficial ownership
includes shares underlying options or warrants to purchase common
stock, or other securities convertible into common stock, that
currently are exercisable or convertible or that will become
exercisable or convertible within 60 days. Unless otherwise
indicated, the beneficial owner has sole voting and investment
power.2.
(2) Mr.
Atsushi Maki, a director of the Company, is the sole shareholder of
Amanasu Corporation and is deemed the beneficial owner of such
shares.3.
(3)
Includes 4,873,700 shares of common stock held individually by Mr.
Maki, 35,000,000 shares of common stock held by Amanasu
Corporation, and 500,000 shares of common stock held by Lina Lei.
Mr. Maki disclaims beneficial ownership of the shares held by Lina
Lei.4.
(4)
Includes 500,000 shares of common stock held individually by Ms.
Lei, and 39,873,700 shares of common stock beneficially owned by
Atsushi Maki, Ms. Lei's spouse. Ms. Lei disclaims beneficial
ownership of the shares held by Atsushi Maki.





25





ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE





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 in Vancouver are 2,000 square feet and are leased
from a stockholder at a monthly rate of $2,625, including tax,
under a lease agreement which expires October 1, 2019. The Company
leases it office space from a shareholder of the Company. At
December 31, 2018 and 2017, amounts due to the stockholder were
$3,630. For the most part, lease payments are made by the
Company’s affiliate. As such, when the lease payments are
made by the Company’s affiliate or the lease payments are
made by the Company on behalf of the affiliate, such amounts are
shown as a reduction in or addition to the amount due from
affiliate in the accompany balance sheets (see Note
6).





The
Company president made advances to the Company totaling $110,000,
all of which remains due to the President at December 31, 2018.
During 2013 the Company President provided personal services for
the subscriber and as a result the subscriber assigned the debt to
the Company President.  The $99,900 is now payable to the
Company President and is included in Advances from Stockholders and
Officers. As of December 31, 2018 and 2017, respectively, $209,900
was due to the Company President.





The
Company receives periodic advances from its principal stockholders
and officers based upon the Company’s cash flow needs. All
advances bear interest at 4.45%. During the year ended December 31,
2018, the Company borrowed $21,155 from a stockholder. At December
31, 2018 and 2017, $103,730 and $82,575, respectively, was due to
the stockholder.





As of
December 31, 2018 and 2017, Advances from Stockholders and Officers
amounts to $313,630 and $292,475, respectively.





The
Company has an arrangement with Lina Maki, a stockholder of the
Company, for her management consulting time. The agreement is not
written and no payment terms have been established. The fee is
$10,000 annually. As of December 31, 2018 and 2017 amounts due to
the stockholder were $40,000 and $30,000,
respectively.








ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES





Paritz & Company, P.A. ("Paritz"), the independent registered
public accounting firm of Amanasu Techno Holdings
Corporation, (the "Company"), announced effective October 9,
2018, that Paritz was acquired by a new auditing firm, Prager Metis
CPA’s LLC (“Prager”), and that all of the
employees and partners of Paritz were joining Prager.





As a result, effective October 9, 2018, Paritz resigned as
the Company's independent registered public accounting firm. The
Company's Board of Directors engaged Prager to serve as the
Company's independent registered public accounting firm effective
October 9, 2018.





The following table presents the aggregate fees for professional
audit services and other services rendered by Paritz, our
independent registered public accountants for the year ended
December 31, 2017 and the first two quarter of 2018. Prager
reviewed our third quarter financials and will perform the audit
for the year ended December 31, 2018. Fees for the years ended
December 31, 2018 and 2017 were as follows:





2018
2017Audit
Fees
$20,000
$21,500Audit-Related
Fees
-
-Total
Audit and Audit-Related Fees
20,000
21,500Tax
Fees
-
-All
Other Fees
-
-Total
$20,000
$21.500





Audit
Fees.This category
includes the audit of the Company’s financial statements, and
reviews of the financial statements included in the Company’s
Quarterly Reports on Form 10-Q.  It also includes advice
on accounting matters that arose during, or as a result of, the
audit or the review of interim financial statements, and services
which are normally provided in connection with regulatory filings,
or in an auditing engagement.





Audit Related Fees, tax and other fees. No other fees under these categories were paid to
Paritz and Prager in 2018 and 2017.





26





PART IV





ITEM 15. EXHIBITS FINANCIAL STATEMENT
SCHEDULES





a.
Financial
Statements and SchedulesThe
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
Listing3(i)(a)
Articles
of Incorporation of the Company. (Incorporated by reference to the
Company's Form 10-SB/A filed on June 21, 2002).3(i)(b)
Certificate
of Amendment to Articles of Incorporation. (Incorporated by
reference to the Company's Form 10-SB/A filed on June 21,
2002).3(i)(c)
Certificate
of Amendment to Articles of Incorporation. (Incorporated by
reference to the Company's Form 10-SB/A filed on June 21,
2002).3(i)(d)
Certificate
of Amendment to Articles of Incorporation. (Incorporated by
reference to the Company's Form 10-SB/A filed on June 21,
2002).3(ii)(a)
Amended
and Restated By - Laws of the Company. (Incorporated by reference
to the Company's Form 10-SB/A filed on June 21, 2002).10(i)
License
agreement between the Company and Yasunori Takahashi, Yoshiaki
Takahashi and Y.T. Magnet Corporation, dated February 10, 2000.
(Incorporated by reference to the Company's Form 10-SB/A file on
June 21, 2002).10(ii)
Agreement
between Family Corporation and the Company dated March 10, 2000.
(Incorporated by reference to the Company's Form 10-SB/A filed on
June 21, 2002).Consultation
Agreement between Lina Lei and the Company made on May 12, 2002.
(Form 10KSB filed on March 31, 2003)Consultation
Agreement between Lina Lei and the Company made on May 12, 2002.
(Form 10KSB/A filed on July 21, 2003)Exhibit
31.2
Certification
Pursuant To Section 302 Of The Sarbanes-Oxley Act Of
2002.Exhibit
32.1
Certification
Pursuant To Section 906 Of The Sarbanes-Oxley Act Of
2002.101
INS
XBRL
Instance Document*101
SCH
XBRL
Schema Document*101
CAL
XBRL
Calculation Linkbase Document*101
LAB
XBRL
Labels Linkbase Document*101
PRE
XBRL
Presentation Linkbase Document*101
DEF
XBRL
Definition Linkbase Document*





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








27





SIGNATURES





In
accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.





Amanasu Techno Holdings CorporationBy:
/s/ Atsushi
MakiAtsushi
MakiChairman
& Chief Executive OfficerChief
Financial OfficerOctober
4, 2019





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.





By:
/s/
Atsushi MakiAtsushi
MakiDirectorOctober
4, 2019


28