15
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         _______________________________

                                   FORM 10-KSB/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                           THE SECURITIES ACT OF 1934

                   For the Fiscal Year Ended December 31, 2002

                           COMMISSION FILE NO. 0-49719


                        AMANASU TECHNOLOGIES CORPORATION
                       ----------------------------------
           (Name of small business issuer as specified in its charter)

                NEVADA                                   98 - 0351508
                ------                                   ------------
   (State or other jurisdiction of incorporation)        (IRS Employer
                                                         Identification No.)

                 701 FIFTH AVENUE, 36TH FLOOR, SEATTLE, WA 98109
                 -----------------------------------------------
                    (Address of principal executive offices)
                    ----------------------------------------

                                  206-262-8188
                                  ------------
                           (Issuer's telephone number)
                           ---------------------------

    Securities registered pursuant to Section 12(b) of the Exchange Act: NONE

      Securities registered pursuant to Section 12(g) of the Exchange Act:

       Title of each class:     Name of each Exchange on which registered:
       --------------------     ------------------------------------------
     Common Stock, no par value                    N/A

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 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.
     [  X  ]  Yes   [  ]   No

Check  if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is  not contained in this form, and no disclosure will 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-KSB or any amendment to
this  Form  10-KSB.  [  ]

State  the  issuer's  revenues  for  its  most  recent  fiscal year:  $2,861.00.

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<PAGE>

The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant  on July 18, 2003 , computed by reference to the price at which
the  stock  was  sold  on  that  date:  n/a.

The number of shares outstanding of the registrant's Common Stock, no par value,
as  of  July  18,  2003  was  46,656,400 common  shares.

Documents  incorporated  by  reference:  See  Exhibits.

Transitional  Small  Business  Disclosure  Format  (Check one):  Yes ( ) No (X).


                                        3
<PAGE>
                        AMANASU TECHNOLOGIES CORPORATION
                        --------------------------------
                                   FORM 10-KSB
                                TABLE OF CONTENTS


PART  I                                                                       5
ITEM  1.   DESCRIPTION  OF  BUSINESS                                          5
GENERAL                                                                       5
BUSINESS  OF  THE  COMPANY  AND  PRODUCTS                                     5
    Overview  and  History                                                    5
    License Agreement                                                         5
    Sub-License Agreement                                                     6
    Background of Technology                                                  7
    Description of Technology                                                 7
    Description on Product                                                    8
COMPETITION                                                                   9
    Manufacturer and Suppliers                                                9
MARKETING                                                                    10
PATENTS,  TRADEMARKS,  LICENCES,  FRANCHISES,  CONCESSIONS,  ROYALTY
AGREEMENTS, LABOR  CONTRACTS,  INCLUDING  DURATION                           11
RISK  FACTORS                                                                12
GOVERNMENT  REGULATIONS                                                      14
DEPENDENCE  ON  CERTAIN  CUSTOMERS                                           15
RESEARCH  AND  DEVELOPMENT                                                   15
COSTS  AND  EFFECTS  OF  COMPLIANCE  WITH  ENVIRONMENTAL  LAWS               15
NUMBER  OF  TOTAL  EMPLOYEES  AND  NUMBER  OF  FULL-TIME  EMPLOYEES          15
ITEM  2.   DESCRIPTION  OF  PROPERTY                                         15
ITEM  3.   LEGAL  PROCEEDINGS                                                15
ITEM  4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS       16
PART  II                                                                     16
ITEM  5.   MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER MATTERS    16
DIVIDEND  POLICY                                                             17
RECENT  SALES  OF  UNREGISTERED  SECURITIES                                  17
ITEM  6:   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR PLAN OF OPERATIONS    18
LIQUIDITY  AND  CAPITAL  RESOURCES                                           18
ITEM  7.   FINANCIAL  STATEMENTS                                             20
ITEM  8.   CHANGES  IN  AND  DISAGREEEMENTS  WITH  ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL  DISCLOSURE                                         20
PART  III                                                                    20
ITEM  9.   DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL
PERSONS; COMPLIANCE  WITH  SECTION  16  (a)  OF  THE  EXCHANGE  ACT.         20
ITEM  10.  EXECUTIVE  COMPENSATION                                           21
ITEM  11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT    22
ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS                23
ITEM  13(a).  EXHIBITS.                                                      24
ITEM  13(b).  REPORTS  ON  FORM  8-K.                                        25
ITEM  14.  CONTROLS  AND  PROCEDURES                                         25
SIGNATURES                                                                   26



                                        4
<PAGE>

THIS  ANNUAL  REPORT  ON  FORM  10-KSB,  INCLUDING  EXHIBITS  THERETO,  CONTAINS
FORWARD-LOOKING  STATEMENTS  WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934,
AS  AMENDED.  THESE  FORWARD-LOOKING  STATEMENTS ARE TYPICALLY IDENTIFIED BY THE
WORDS  "ANTICIPATES",  "BELIEVES",  "EXPECTS",  "INTENDS", "FORECASTS", "PLANS",
"FUTURE",  "STRATEGY",  OR WORDS OF SIMILAR MEANING. VARIOUS FACTORS COULD CAUSE
ACTUAL  RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE FORWARD-LOOKING
STATEMENTS,  INCLUDING THOSE DESCRIBED IN "RISK FACTORS" IN THIS FORM 10-KSB. WE
ASSUME  NO  OBLIGATION  TO  UPDATE  THESE  FORWARD-LOOKING STATEMENTS TO REFLECT
ACTUAL  RESULTS,  CHANGES IN ASSUMPTIONS, OR CHANGES IN OTHER FACTORS, EXCEPT AS
REGULATED  BY  LAW.

PART  I

ITEM  1.   DESCRIPTION  OF  BUSINESS

GENERAL

Amanasu  Technologies  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.  The  Company  is  a
development  stage  company,  and has not conducted any operations and generated
any  revenues  since  its  inception.

Our  principal  offices are located at 701 Fifth Avenue, 36th Floor, Seattle, WA
98109.  Our telephone number is (206) 262-8188 and our facsimile number is (206)
262-8199.  We  do  not  have  a  website.

BUSINESS  OF  THE  COMPANY  AND  PRODUCTS

Overview  and  History

The  Company  received  the  exclusive,  worldwide  rights  to  the technologies
described  herein  under  a  sub-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.  Mr. Atsushi Maki, a director of the
Company,  is  the  sole  shareholder  of  Amanasu  Corporation.

License  Agreement

Effective  February  10,  2000,  Amanasu  Corporation  obtained  the  exclusive,
worldwide rights to a high efficiency electrical motor and a high powered magnet
pursuant  to  a licensing agreement with its inventors. Amanasu Corporation paid
the  inventors  the sum of $160,000, and transferred to the one of the inventors
1,000,000  shares  of common stock of the Company that it later received when it

                                        5
<PAGE>

sub-licensed  the technology to the Company, as described below. The term of the
licensing agreement is 30 years, and is subject to a two percent royalty payable
to  the  inventors  on  the  gross  receipts from the sale of products using the
licensed  technology.  The  agreement  is  assignable  by  Amanasu  Corporation,
provided  that,  the  assignee  assumes  the  other  terms and conditions of the
license agreement, including the payment of the two percent gross royalty to the
licensors.  The  inventors  may  terminate the agreement if the licensees or its
assigns  fail  to cure any default within 90 days after receiving notice of such
default  from  the  licensors.

Sub-license  Agreement

Effective  March  10,  2000, Amanasu Corporation sub-licensed to the Company the
exclusive,  worldwide  rights  to  the technologies, subject to the terms of the
underlying  license  agreement. As required under the sub-license agreement, the
Company:

-    issued  to  Amanasu  Corporation  17,000,000  shares of common stock and an
     option  to  acquire  20,000,000  shares of common stock at $0.02 per share,
     which  was  exercised  by  Amanasu  Corporation  in  October  2001.

-    agreed  to  pay  Amanasu Corporation the sum of $160,000, of which $100,000
     has  been  paid  and  the  balance  is  due  on  demand.

-    issued an additional 6,350,000 shares of its common stock, valued at $6,350
     to  third  parties.  These shares consisted of: 1,000,000 shares to each of
     Wanxuan  Lei,  Shiyang  Lei,  and  Jufang  Zhang;  100,000  shares to Tokuo
     Goshima, 500,000 shares to Yamaguchi Takashi, and 50,000 shares to Machiaki
     Iwasaka;  and  2,700,000  shares  to  Mr.  Atsushi  Maki.

The  shares  issued to Wanxuan Lei, Shiyang Lei, and Jufang Zhang were issued in
exchange for product marketing services to be performed by these parties for the
Company  in  respective  countries  of  China,  Korea,  and  Taiwan,  as further
described  in Item 1 section Markets and Marketing below. None these individuals
are  unaffiliated  with  the  inventors  or  Amanasu  Corporation.

The shares issued to Tokuo Goshima, Yamaguchi Takashi, and Machiaki Iwasaka were
issued  as required under the sub-license agreement, however, not for any future
services  to  be  performed  by  these  parties  to  the  Company. Each of these
individuals is a consultant of a Y.T. Magnet Corporation, a company owned by the
principal  inventor.

The  shares  issued  to  Mr.  Maki were issued in exchange for product marketing
services  to  be  performed by Mr. Maki in Japan, as further described in Item 1
section  Markets  and  Marketing  below.

The sublicense agreement subjects the Company to the terms and conditions of the
original license agreement, and as a result, it is required to pay the inventors
a  royalty  of two percent of the gross receipts from the sale of products using
the  technology. The term of the sub-license agreement is 30 years from the date
of  the agreement between the Amanasu Corporation and the inventors. However, if
the  Company  fails to comply with any provision of the agreement after a 90-day

                                        6
<PAGE>

notice period, the licensors may terminate the agreement. The Company has valued
the  sub-license  agreement  at  $160,000,  which equals the cash amount paid by
Amanasu  Corporation  to  the  inventors.

The Company intends to use the technologies to produce a lightweight, electrical
motor  scooter  to compete in the emerging, light electric vehicle industry. The
Company  intends to manufacture and sell the motor scooter to its initial target
markets  of  Japan,  Taiwan  and  China,  and  Korea.

The Company's business office is located at 701 5th Avenue, 36th floor, Seattle,
Washington  98109,  and  its  telephone  number  is  (206)  262-8188.


Background  of  Technology.

The  high  efficiency  electrical motor and the high powered magnet technologies
were  developed  by  the  principal  inventor, Yasunori Takahashi. Mr. Takahashi
subsequently  transferred  the  rights  to the technologies to his son, Yoshiaki
Takahashi. Yoshiaki Takahashi patented the motor technology in the United States
on  January  19,  1999  (Patent  #5,861,693)  and in Canada on February 20, 2001
(Patent  #2,164,745), and patented the magnet technology in the United States on
November  24,  1998  (Patent  #  5,480,133).

In  the  first  half of 1996, the principal inventor entered into a distribution
arrangement  with  a  former business associate located in Taiwan, who agreed to
market  the  scooter in Taiwan. Based on this arrangement, the inventor produced
approximately  20,000  scooters  at  his manufacturing facility located in Japan
using  earlier  versions of the technologies. The scooters were shipped directly
to  the  distributor  in Taiwan on a consignment basis. However, the distributor
failed  to pay the inventor for the delivered scooters and also failed to return
the  scooters.  Consequently, the arrangement was terminated in late 1996. As of
result  of the actions of the Taiwan distributor, the inventor lacked sufficient
working  capital  to  continue  to  produce  and  market  the  scooter,  and his
operations  ceased  in  late  1996.  Following  the cessation of operation until
February  2000  when  he  entered  into  the  licensing  agreement  with Amanasu
Corporation  as  discussed  above,  no operations were conducted by the inventor
other  than  to  further  refine  the  technologies.

The  inventor  conducted his prior operation in compliance will all governmental
rules  and regulations. In this regard, the inventor received approvals from the
Japanese  Regional  Land and Transportation Bureau, and the Taiwanese Department
of  Finance  in  the Ministry of Economic Development. He also received approval
from  the  local  prefecture  (government) in Tokyo for his assembly operations.

Description  of  Technology.

The  technologies  sub-licensed  by  the  Company  consist  of a high efficiency
electric  motor  and a high powered magnet. Both technologies have been patented
by  the  inventor  under separate patent filings in the United States. The motor
technology  also  was patented in Canada. The Company expects to manufacture and
sell  a  proprietary electric motor scooter which incorporates the advantages of
the  two  technologies.  Management  believes  the competitive advantages of the
electric  motor  scooter are its ability to travel longer distances between each
battery  recharge, as well as a significantly shorter battery recharge time than

                                        7
<PAGE>

other  electric  motor  scooters  in  the  market.  The  belief of management is
premised  upon  the comparison of results between independent tests conducted by
Sanwa  Electronics  Co.,  Inc.,  on  behalf  of the Company, with respect to its
electric  scooter  and  data  published by Honda regarding its electric scooter.
This  comparison  is  discussed  in  "Description  of  Products"  below.

Conventional  electric  motors  convert  electric  energy  received from a power
source  such  as a battery to mechanical energy for use in the desired motorized
application.  However,  the conversion efficiency, that is, the amount of energy
actually  converted to mechanical energy generally is reduced due to a number of
factors  such  as  motor friction and vibration, and electro-magnetic loss. This
inefficient  use of energy, or energy deficit, depletes the energy supply stored
in  the  battery causing motor stoppages. Therefore, frequent battery recharging
is required to maintain successive operation of a conventional electrical motor.
The  proprietary  motor  to  be  used by the Company supports longer motor usage
intervals  between  battery re-charges. It also accomplishes this operation on a
significantly  shorter  battery re-charge time. The properties of this brushless
motor,  exclusive  of  the  high-powered  magnet,  are  such  that  it generates
electricity  with the first power supply, storing it in a regenerative condenser
and  recycling  it  as  electrical  power. By connecting parallel condensers, it
reduces  consumption  of  electrical  power.  The patented magnet is a low cost,
glass  bonded  magnet  that  has  a  magnetic  force  10  times  greater  than a
conventional  ferrite magnet resulting is a substantially lower electro-magnetic
loss  during  operation.  The  electric  motor to be manufactured by the Company
employing  the  combined technologies is expected to exhibit greater operational
efficiencies  than other conventional electric motors. The Company, in marketing
its  product,  expects  to  leverage  upon  the  operational efficiencies of its
technologies,  as  well  as  to  capitalize  upon  the  growing  trend  towards
environmentally  friendly  vehicles.

Description  of  Products.

The  Company  intends  to participate in the emerging electric vehicle market by
using  its  sub-licensed  technologies  to  design,  manufacture,  and  sell
lightweight, electric motor scooters. The Company may expand its product line in
the  future  to  include  other  electronic vehicles, such as electric bicycles.

The  Company's  principal  product  will  be  a  lightweight  motor scooter that
features  the  Company's  proprietary  electric motor. The one passenger scooter
also  will  feature  a  stepless  transmission,  an  electromotive brake, and is
expected  to  weigh  107  kg.  The Company will use an otherwise standard leaded
battery. Due to the unique features of the licensed technologies, the scooter is
expected to deliver improved operational efficiencies over competitive products.
On  December  26,  2001,  Sanwa  Electronics Co., Inc. performed two independent
tests  on  one  of  the  Company's scooters. The test results indicated that the
motor  scooter  can  travel  65 to 85 km on a full battery charge, at an average
running  speed  of 30 km/hour. The battery charge time to travel these distances
approximated 2 hours. Sanwa Electronics conducted the tests on a relatively flat
road  grade  with  limited  traffic density. These results contrast with Honda's
electric  scooter  (Year  2001-Model  #A-AF36).  According to product literature
published by Honda, the scooter travels approximately 60 km at 30 km/hour, and a

                                        8
<PAGE>

full recharge requires approximately 8 hours. Conditions, such as road grade and
travel  density,  regarding  the  its  scooter  were  not contained in the Honda
information.  As  discussed  in "Manufacturing and Suppliers" below, the Company
has  an  oral  arrangement  with Sanwa Electronics to manufacture the non-magnet
components  of  the  motor.

The  Company recognizes there have been major barriers to widespread adoption of
electric  motor  scooters.  These  barriers  include  higher  retail  pricing of
electric  motor scooters compared to gas-powered versions. In addition, electric
motor  scooters  have labored under its operational limitations, such as limited
travel  range  and  lengthy  battery  charge time. The Company believes that its
product  will  favorably  respond  to  these  barriers.  The  Company expects to
competitively  price  its  scooter  with others in the marketplace. For example,
despite  the unique features of its motor, the Company expects its motor scooter
to  retail  slightly  higher  than gas powered versions, however, at discount of
between  20%  to  30%  to the Honda model identified above. It believes that the
operational  efficiencies  of  its  scooter, that is its longer travel range and
shorter charge time, will overcome some of the operational limitations that have
plagued  other  electric  scooters.

Gas  powered  scooters  while  generally  an inexpensive mode of transportation,
typically  are  powered  by  two-stroke  engines  fueled  by an oil and gasoline
mixture.  These  engines  are small with compressed power, and therefore ideally
suited  for  scooter use. However, two stroke engines are commonly identified by
clouds  of  oily  smoke  trailing  the  engine,  which  evidences  its  major
disadvantages.  Two stroke engines use fuel inefficiently and, more importantly,
have  high  pollution  emissions.  They generate pollution from two sources; the
combustion  of oil in the fuel, and the leaking of fuel through the exhaust port
during engine use. In promoting its product to its targeted markets, the Company
will seek to capitalize on its strong operational efficiencies of the technology
compared  with  other  electric  scooters,  while  championing  its  product's
environmental  advantages  to  gas  powered  versions.

COMPETITION

The  Company expects to confront intense competition in electric vehicle market.
The  major  manufacturers  in  the  electrical bicycle/scooter market are Honda,
Suzuki,  Sanyo  and Yamaha which sell their products principally in the Far East
and  Europe.  In  addition,  other  smaller  manufacturers  exist in this market
throughout  the world. Despite the robust competition, the Company believes that
it  maintain  certain  competitive  advantages  in this market. Specifically, it
believes  that  its  scooter's ability to travel longer distances on an existing
charge  as well the shorter charge time are important competitive advantages. In
addition,  the  Company expects to sell its scooter at prices ranging from 20 to
30%  less  than  a  comparable  product manufactured by the major manufacturers.
Consequently,  the Company believes due to these competitive advantages, it will
be  able  to  effectively  compete  in  this  market.

Manufacturing  And  Suppliers.

The  Company  has  made  arrangements  with  a  scooter  company  in  Beijing to
manufacture the scooter.  We will finalize the formal contract during 2003.  The
Beijing facility has the capability to manufacture 20,000 to 35,000 scooters per
month  under  present  manufacturing  conditions.  The  principal  inventor will
supply  the  proprietary  motor  magnet,  and  will  assemble the motor from the

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<PAGE>

manufactured  components  at  his Tokyo factory. The non-magnet motor components
will  specially manufactured in accordance with Company specifications by Miyako
Denki  Co. and Sanwa Electronics Co., both located Tokyo. The principal inventor
also  will supply the battery, which will be manufactured in Beijing, China. All
components  will  be  shipped  to the sub-contract facility in Beijing for final
assembly. The Company believes these arrangements will be sufficient to meet the
Company's  production  needs  for  the  foreseeable future in its initial target
markets  of  Japan,  Taiwan, China, Korea and North America. The Company has not
entered  into  any  written  contracts  with  providers of equipment or services
related  to  the  scooter. While the Company may maintain single sources for the
manufacture or supply of various components, other than the motor or the magnet,
it  believes  that other sources for such components are available if necessary.
The  Company will rely solely upon the inventor for the manufacture of the motor
and magnet, however, the Company has the technical know-how to manufacture these
products,  if  necessary.  The  inventor  will  supply  the motor, including the
magnet, and the battery at a cost equal to the actual component cost plus 10% to
cover  labor  and  overhead.  The  cost for all other components will be a fixed
price  per  item.

MARKETING

Motor  scooters  have  been one of the primary modes of transportation worldwide
for  many years with particular widespread use in congested cities of Europe and
the  Far East. Recently, motor scooter use has descended upon many cities in the
United  States.  Scooter  use  in  these  geographical  areas initially has been
gas-powered  models,  however,  in recent years electrical powered scooters have
been  introduced  to these areas. The growth of the market for electric vehicles
in  the  United  States  has been led by federal, state, and local laws aimed at
reducing  pollution  levels  from  conventional  gas powered vehicles, including
two-stroke vehicles like motorcycles and scooters. The U.S. Energy Policy Act of
1992  provides  that  federal,  state  and  public  utility fleets must begin to
purchase  alternative  fuel  vehicles  in  1993 with major acceleration of these
purchases to begin in 1998. The State of California has mandated that 10% of all
new  car sales in the state must be zero emission vehicles by the year 2003, and
other  states  have  enacted  similar directives. In addition, municipalities in
California  and  Colorado  are  offering  $250  rebates  to  buyers  of electric
vehicles.  Globally,  a  similar  effort  is  underway.  The  Republic  of China
seemingly  has  embraced  electric vehicle usage. China gives buyers of electric
scooters  a  rebate  equivalent  to  $200  (US). During 1999, it sponsored a $12
million  program  to put three to five thousand electric vehicles on the road by
2000.  Finally,  it recently banned the licensing of new gas-powered bicycles in
the  cities  of  Shanghai  and  Beijing. In Europe, France has agreed to provide
rebates  of  the additional cost of electric vehicles over conventional vehicles
and  is  providing  free  parking  to  electric  vehicles  in Paris. The Company
believes  that  the its plan of operations of manufacturing and selling electric
scooters  will  benefit  from  these  legislative  efforts.

The  Company's  strategic  focus  for  the  next  12  months  is  to establish a
distribution  network  in  North  America  and  Japan.  The  Company  will  use
independent  marketing  representatives to identify prospective distributors and
other  potential  users such as local and regional governments within designated
territories.  Formal  agreements  with  distributors  will  be  negotiated  with
assistance from Company officers. Wanxuan Lei, Shiyang Lei, and Jufang Zhang are
the  Company's  independent  marketing  representatives  for  the territories of
China,  Korea,  and  Taiwan,  respectively.  In exchange for their services, the

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Company  has issued 1,000,000 shares of its common stock to each party. In North
America,  the  President  and  an independent consultant will lead the marketing
efforts in North America.  Once an arrangement is formalized with a distributor,
the  marketing  representative  will  make  sales  directly  to the distributor,
subject  to a commission structure to be established by the Company. The efforts
of  these  representatives  currently  are supported by the Company's president.
However,  upon  receipt  of sufficient working capital funds as described in the
Item  2  section  Plan  of  Operations below, the Company intends to hire a vice
president  of  sales  who will be located in the Company's Seattle office, and a
regional  sales  manager who will be located in the Company's Tokyo office. Once
hired, the new employees will supervise and support the efforts of the marketing
representatives.  Mr.  Maki,  a  director  and  controlling  shareholder  of the
Company,  received  2,700,000  shares  of  common stock to assist the Company in
marketing  the  product  in  Japan and North America, including the governmental
agencies.  During  2002,  the Company has commenced its marketing activities and
discussions have been initiated with distributors in Beijing and Tokyo. However,
no  formal  arrangements  have  been  established  at this time, and the Company
cannot  predict  the  results  of  any  current  or  future  negotiations  with
distributors.  The  Company  estimates  that its marketing costs for the next 12
months  will  approximate $100,000, which will be used to support the efforts of
its  marketing representatives. These projected expenditures represent costs for
printed  promotional  materials,  product  demonstrations,  trade  shows  and
exhibitions, and travel and entertainment. The Company will be required to raise
funds  for  these  marketing  costs  as further described in Plan of Operations.

Each distributor for the Company likely will be an existing distributor of motor
scooters,  and  will  be  granted  a  designated  territory  on  an exclusive or
non-exclusive  basis. In order to maintain exclusivity, each distributor will be
required  to purchase a minimum number of scooters annually, the amount of which
will  be  commensurate  with  the  size of the designated territory. The Company
believes  that these principal markets are attractive because of the high demand
for  motor scooters coupled with the growing worldwide effort to limit emissions
from  gas-powered  vehicles.  The  Company  will  seek to leverage its operating
advantages  to  sell  its  products  to  existing  scooter distributors in these
territories.

Following  this  initial  12 month period, the Company expects to establish of a
network  of distributors throughout the remainder of the Pacific Rim under terms
and  conditions similar to its target markets of North America and South America
and  Japan.

Recently,  the  company has entered into negotiations with a Mexican company for
distribution  in  Mexico  and  South  America.  At  the end of February, 2003, a
prototype  scooter was shipped to the Mexican company for testing and undergoing
testing for government regulations before marketing.  The company has not signed
a  formal  agreement,  however,  we  anticipated that one the testing period has
concluded,  a  formal  agreement  will  be  signed.

PATENTS,  TRADEMARKS,  LICENCES,  FRANCHISES,  CONCESSIONS,  ROYALTY AGREEMENTS,
LABOR  CONTRACTS,  INCLUDING  DURATION

Pursuant  to the sub-license agreement with the Amanasu Corporation, the Company
obtained  the  exclusive  world-wide  rights to the proprietary motor and magnet
technologies  for  a  period of 30 years. The Company considers the technologies

                                       11
<PAGE>

and  know-how  as  proprietary  and  will  use  a  combination of trade secrets,
non-disclosure  agreements,  license  agreements, and patent laws to protect its
licensed  proprietary  rights.

Although  the  Company  received  the  exclusive  worldwide  rights  under  the
sub-licensing  agreement,  the  technology is patented only in the United States
and  Canada.  The  magnet  technology was patented by the inventor in the United
States  in  November 1998 (Patent #: 5,840,133-filed February 7, 1997) and motor
technology  was  patented  by  the inventor in the United States in January 1999
(Patent  #:  5,861,693-filed  November  17, 1995) and in Canada in February 2001
(Patent  #:  2,164,745-filed  December  8, 1995). The patents expire in both the
United  States and Canada 20 years from the respective original filing date. The
Company  anticipates  that it will file for patent protection in other countries
prior  to  any marketing efforts in such country, and no other patents regarding
the  technologies  are  pending  or  planned.

RISK  FACTORS

You  should  carefully consider the following risks and the other information in
this Report and our other filings with the SEC before you decide to invest in us
or  to  maintain  or  increase  your  investment.

The  risks  and  uncertainties  described below are not the only ones facing us.
Additional  risks  and  uncertainties  may  also adversely impact and impair our
business. If any of the following risks actually occur, our business, results of
operations,  or  financial  condition  would  likely  suffer.  In such case, the
trading price of our common stock could decline, and you may lose all or part of
your  investment.

Developmental  Stage Company.  We were incorporated on December 1, 1997.  We are
a development stage company.  In a development stage company, management devotes
most  of  its  activities  to  establishing  a  new  business. Planned principal
activities  have  not  yet  produced  significant  revenues and we have suffered
recurring  operating losses as is normal in development stage companies. We also
have  a  working  capital  deficit  of $208,901. These factors raise substantial
doubt  about  our  ability to continue as a going concern. Our ability to emerge
from  the  development  stage  with  respect  to  our planned principal business
activity  is  dependent  upon  our successful efforts to raise additional equity
financing,  receive  funding  from  affiliates and controlling shareholders, and
develop  a  market  for  our  products.

Ability  to  develop  product.  We  have  no  assurance  at  this  time  that  a
commercially  feasible  design will ever be perfected, or if it is, that it will
become  profitable.  Our profitability and survival will depend upon our ability
to  develop  a  technically  and  commercially  feasible  scooter  which will be
accepted  by  end  users.  Our  scooter  which  we  are  developing  must  be
technologically  superior  or  at  least  equal  to  other similar products that
competitors  offer  and  must  have  a  competitive  price/performance  ratio to
adequately  penetrate  its potential markets. If we are not able to achieve this
condition  or  if  we  do  not  remain  technologically  competitive,  we may be
unprofitable  and our investors could lose their entire investment. There can be
no assurance that we or potential licensees will be able to achieve and maintain
end  user  acceptance.

Need  for  Additional  Capital.  We rely on our ability to raise capital through
the  sale  of  our  securities.  Our  the  ultimate success will depend upon our

                                       12
<PAGE>

ability  to raise additional capital or to have other par-ties bear a portion of
the  required  costs  to further develop or exploit the potential market for our
products.

Dependence  on  Consultants  and  Outside  Manufacturing  Facilities.  Since our
present  plans  do  not  provide  for  a  significant  technical  staff  or  the
establishment  of  manufacturing  facilities,  we will be primarily dependent on
others  to  perform  these functions and to pro-vide the requisite expertise and
quality  control.  There  is no assurance that such persons or institutions will
be  available  when  needed  at af-fordable prices.  It will likely cost more to
have  independent  companies do research and manufacturing than for us to handle
these  re-sources.

Product/Market  Acceptance.  Our profitability and survival will depend upon our
ability to develop a technically and commercially feasible scooter which will be
accepted by end users.  Our scooter must be technologically superior or at least
equal  to other similar products which our competitors may offer and must have a
competitive  price/performance  ratio  to  adequately  penetrate  our  potential
markets.  If  we  are  not able to achieve this condition or if we do not remain
technologically competitive, we may be unprofitable and our investors could lose
their  entire  investment.  There  can  be no assurance that we or our potential
licensees  will  be  able  to  achieve  and  maintain end user acceptance of our
furnace.

Competition.  Generally,  the  scooter  industry  is  highly  competitive.  This
industry  is  populated  by  many  national  or  international  companies,  with
significantly  greater resources than that of the Company. There is no assurance
that  we  will  be  successful  in  meeting or over-coming our current or future
competition.

Protection  of Intellectual Property.  Our business depends on the protection of
our  intellectual property and may suffer if we are unable to adequately protect
our  intellectual property. Currently, we have been granted three patents in the
United  States  and  Canada  for  the proprietary motor and magnet technologies,
which expire on dates ranging between 2015 and 2017. We cannot provide assurance
that  our  patents will not be invalidated, circumvented or challenged, that the
rights granted under the patents will give us competitive advantages or that our
patent  applications  will  be  granted.

History  of  Losses.  We  have a history of operating losses, and an accumulated
deficit,  as of December 31, 2002, of $230,898. Our ability to generate revenues
and profits is subject to the risks and uncertainties encountered by development
stage  companies.

Our  future  revenues  and profitability are unpredictable. We currently have no
signed  contracts that will produce revenue and we do not have an estimate as to
when  we  will  be  entering into such contracts. Furthermore, we cannot provide
assurance  that  management  will  be  successful in negotiating such contracts.

Rapid  Technological Changes could Adversely Affect Our Business. The market for
our  scooters is characterized by rapidly changing technology, evolving industry
standards  and changing customer demands. Accordingly, if we are unable to adapt
to  rapidly  changing technologies and to adapt our product to evolving industry
standards,  our  business  will  be  adversely  affected.

Management  and  Conflicts of Interest.  Our present officers and directors have
other  unrelated full-time positions or part-time employment.  Some officers and
directors  will  be  available  to  participate  in  management  decisions  on a
part-time  or  as-needed  basis  only.  Our  management may devote time to other

                                       13
<PAGE>

companies  or  projects  which  may  compete  directly  or  indirectly  with us.

Need  for  Additional  Key  Personnel.  At  the present, we employ one full time
employee.  Our  success  will  depend,  in part, upon the ability to attract and
retain qualified employees. We believe that we will be able to attract competent
employees  and  consultants,  but  no  assurance  can  be  given that we will be
successful  in  this regard. If we are unable to engage and retain the necessary
personnel,  our  business  would  be  materially  and  adversely  affected.

Indemnification  of  Officers  and  Directors  for  Securities Liabilities.  The
Company's  By-Laws  eliminates  personal liability in accordance with the Nevada
Revised  Statutes.  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 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.

General  Factors.  Our  areas  of  business may be affected from time to time by
such  matters  as  changes  in  general economic conditions, changes in laws and
regulations,  taxes,  tax laws, prices and costs, and other factors of a general
nature  which  may  have  an  adverse  effect  on  our  business.

No  Public  Market  for the Common Stock.  At present, there is no public market
for our Common Stock and there is no assurance that we will list on any exchange
or  market  for  trading.

Estimates and Financial Statements. The information in this Form 10-KSB consists
of  and  relies  upon  evaluation  and estimates made by management. Even though
management believes in good faith that such estimates are reasonable, based upon
market  studies  and  data provided by sources knowledgeable in the field, there
can  be no assurance that such estimates will ultimately be found to be accurate
or  even  based  upon  accurate  evaluations.

No  Foreseeable Dividends. We have not paid dividends on our Common Stock and do
not  anticipate  paying dividends on our Common Stock in the foreseeable future.

GOVERNMENT  REGULATIONS

Generally,  the  Company  will  be  required to receive regulatory approval from
various  governmental  agencies  to  conduct  its  operations.  These regulatory
approvals  will  require  the Company to obtain and retain numerous governmental
permits  to  conduct  various  aspects  of  its  operations, any of which may be
subject  to  revocation,  modification or denial. The Company makes a continuing
effort  to  anticipate  regulatory,  political,  and  legal  developments in its
principal  markets  in  the  Asian,  North and South American markets that might
affect  its  operations,  but it is not always able to do so. The Company cannot
predict  the  extent to which any legislation or regulation that may be enacted,
amended,  repealed,  reinterpreted,  or  enforced  in  the future may affect its
operations.  Such  actions  could  adversely  affect the Company's operations or

                                       14
<PAGE>

impact  its  future  financial  condition  or earnings. The Company however does
expect  that  its  scooter  will  comply with all governing regulations in those
countries  that  it  intends  to  sell  its  product.

DEPENDENCE  ON  CERTAIN  CUSTOMERS

Although  we  have  no  key customers at the present time, we expect that if our
development  work  is  successful,  we  will  likely  become dependent, at least
initially, upon one or very few key customers. Such dependence could prove to be
risky in the event that one or more such potential customers were to be lost and
not  replaced.  The  Company  relies  heavily  on its network of distributors to
contract  with  our  customers.

RESEARCH  AND  DEVELOPMENT

Under  the terms of the agreement with the inventor, the inventor is responsible
for  all  research  and  development  work.

During  the  last  two  fiscal years, we spent $nil on research and development.

COSTS  AND  EFFECTS  OF  COMPLIANCE  WITH  ENVIRONMENTAL  LAWS

At  the present time there is no direct financial or competitive effect upon our
business  as  a  result  of  any need to comply with any federal, state or local
provisions  which  have  been  enacted  or  adopted  regulating the discharge of
materials  into  the environment, or otherwise relating to the protection of the
environment.

NUMBER  OF  TOTAL  EMPLOYEES  AND  NUMBER  OF  FULL-TIME  EMPLOYEES

As  of  December 31, 2002, the Company's employees consist of one consultant who
is  an  officer of the Company, and one administrative employee. The Company has
no  collective  bargaining  agreements  with  its  employees  and  believes  its
relations  with  its  employees  are  good.

ITEM  2.   DESCRIPTION  OF  PROPERTY

The  Company's  executive  offices  are  located  at 701 5th Avenue, 36th floor,
Seattle,  Washington,  98109. The premises are 500 square feet and are subleased
from  the  Mr. Atsushi Maki, a director and majority shareholder of the Company,
on  a  month  to  month  basis at a monthly rental amount of $1,500. The Company
maintains  an  office  at  2-18  Kyobashi  Chuo-ku,  Tokyo,  Japan 104-0031. The
premises  are  2,000 square feet and approximately 1,000 square feet is provided
rent  free  to  the  Company  by Mr. Maki. The rental value of these premises is
estimated to be $7,000 per month on a month-to-month basis. The Company believes
additional  lease space at this location will be available to support its future
growth.

The  above  agreements  between  the Company and Mr. Maki are oral arrangements.
Other than as indicated, no other rental expenses will be charged to the Company
by  Mr.  Maki  for  such  periods.  The  conditions  of  both premises are good.

ITEM  3.   LEGAL  PROCEEDINGS

We are not a party to any legal proceedings or litigation, nor are we aware that
any  litigation  is presently being threatened or contemplated against us or any
officer,  director  or  affiliate.

                                       15
<PAGE>

ITEM  4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

There  was  no  matter  submitted  to  a vote by our security holders during the
fourth  quarter  of  our  fiscal  year  ended  December  31,  2002,  through the
solicitation  of  proxies  or  otherwise.

PART  II

ITEM  5.   MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

There  is  no  public  market  for  the Company's equity securities. The Company
intends  to establish a public market for its common stock in the United States.
The  Company  will  seek  a market maker to file a Form 211 application with the
NASD in order for its common stock to be quoted on the over the counter bulletin
board of the NASD. The application will be subject to the review and approval of
NASD.  As of December 31, 2002, (i) there are no outstanding warrants or options
to purchase, or securities convertible into common stock of the Company and (ii)
46,436,400  shares  of common stock can be sold pursuant to Rule 144. Under Rule
144,  shareholders  whose  restricted  shares  meet  the rule's one year holding
provisions,  including  persons who may be deemed affiliates of the Company, may
resell  restricted  securities  in  broker's  transactions or directly to market
makers, provided the number of shares sold in any three month period is not more
than  the  greater of 1% of the total shares of common stock then outstanding or
the  average weekly trading volume for the four calendar week period immediately
prior  to  each such sale. After a non affiliated shareholder meets the two year
holding  period  of the rule, restricted securities may be resold without regard
to  the  above  restrictions.  Restricted  securities  held  by  affiliates must
continue, even after the two year holding period, to meet the resale limitations
discussed  above.

If  and  when  the Company's securities are traded, the securities may likely be
deemed  a "penny stock". The Securities and Exchange Commission had adopted Rule
15g-9 which establishes the definition of a "penny stock," for purposes relevant
to  the  Company,  as  any  equity security that has a market price of less than
$5.00  per share or with an exercise price of less than $5.00 per share, subject
to  certain  exceptions.  For  any  transaction  involving a penny stock, unless
exempt,  the  rules  require:  (i)  that  a  broker or dealer approve a person's
account  for  transactions in penny stocks and (ii) the broker or dealer receive
from  the  investor  a  written  agreement to the transaction, setting forth the
identity  and quantity of the penny stock to be purchased. In order to approve a
person's  account  for  transactions in penny stocks, the broker or dealer must:
(i) obtain financial information and investment experience and objectives of the
person  and  (ii) make a reasonable determination that the transactions in penny
stocks are suitable for that person and that person has sufficient knowledge and
experience  in  financial  matters  to  be  capable  of  evaluating the risks of
transactions  in  penny stocks. The broker or dealer must also deliver, prior to
any  transaction  in  a  penny  stock,  a  disclosure  schedule  prepared by the
Commission  relating  to  the  penny stock market, which, in highlight form, (i)
sets  forth  the  basis  on  which  the  broker  or  dealer made the suitability
determination  and  (ii)  that  the  broker or dealer received a signed, written

                                       16
<PAGE>

agreement  from the investor prior to the transaction. Disclosure also has to be
made  about  the risks of investing in penny stocks in both public offerings and
in  secondary  trading,  and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights  and  remedies  available to an investor in cases of fraud in penny stock
transactions.  Finally,  monthly  statements  have  to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited  market  in  penny  stocks.

As  of  December  31, 2002, there are 92 shareholders of record of the Company's
common  stock.

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.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

Set  forth  below  is  information  regarding  the  issuance  and  sales  of our
securities  without  registration  during  the  last fiscal year.  No such sales
involved the use of an underwriter.  We issued 50,000 shares of our Common Stock
to  a  supplier  for  services  in  November,  2002 .

The  above  common  stock  issuances  were  exempt from registration pursuant to
Section  3(b)  and  4(2)  of the Securities Act of 1933, as amended (the "Act"),
including  Rule  504  of  Regulation  D  promulgated  under  the  Act  and under
Regulation  S  promulgated  under  the  Act.

Rule  504  provides  that  the aggregate offering price of the securities issued
during  any  12  month  period  can  not  exceed  $1,000,000.  In  addition,  no
advertisement  or  general solicitation can be used in connection with any offer
or  sale  of  securities.  Each recipient of securities in each such transaction
represented  his or her intentions to acquire the securities for investment only
and  not  with a view to or for sale in connection with any distribution thereof
and,  appropriate  legends were affixed to the share certificates issued in such
transactions.

Regulation  S  provides  generally that any offer or sale that occurs outside of
the United States is exempt from the registration requirements of the Securities
Act of 1933, provided that certain conditions are met. Regulation S has two safe
harbors.  One  safe  harbor  applies  to offers and sales by issuers, securities
professionals  involved  in the distribution process pursuant to contract, their
respective affiliates, and persons acting on and persons acting on behalf of any
of  the  foregoing,  and  the other applies to resales by persons other than the
issuer,  securities  professionals involved in the distribution process pursuant
to  contract,  their  respective  affiliates  (except  certain  officers  and
directors),  and persons acting on behalf of any of the forgoing. An offer, sale
or  resale  of  securities  that satisfied all conditions of the applicable safe
harbor  is  deemed  to be outside the United States as required by Regulation S.
The  Company  has  complied  with  the requirements of Regulation S by having no
directed  selling  efforts made in the United States, ensuring that each persons
is  a  non-U.S. person with address in a foreign country and having each persons

                                       17
<PAGE>

made  representation  to  the  Company  certifying  that he or she is not a U.S.
person  and  is  not  acquiring the common stock for the account or benefit of a
U.S. person other than persons who purchased common stock in transactions exempt
from  the  registration requirements of the Securities Act; and also agrees only
to  sell  the common stock in accordance with the registration provisions of the
Act  or  an  exemption  therefrom,  or  in accordance with the provisions of the
Regulation.

ITEM  6:   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS

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

Company  Overview
-----------------

The Company was organized on December 1, 1997.  Its operations to date have been
limited  to  obtaining  the  sub-license  to the technology described below, and
conducting  preliminary  marketing  efforts.

Plan  Of  Operations
--------------------

The  Company  is  a  development  stage  corporation.  It  has not commenced its
planned  operations  of  manufacturing and marketing of a lightweight electrical
motor  scooter.

In  October  2001, the Company received $46,000 from four investors and $400,000
resulting  from  the  exercise  of stock options for 20,000,000 shares of common
stock  by  the  Company's  principal  shareholder.  The Company intends to raise
additional  funds  in  the  near future through private placements of its common
stock.  The  proceeds  from  such private placements will be allocated for sales
and  marketing  and  other  general  working  capital  needs  related  to  the
commencement  of  operations.  The  Company  has entered into discussions with a
number  of  private  investors  concerning  the  private placement of its common
stock.  At  this time, however, it has not received commitments from any source.
Although  the  Company  is  encouraged  by  these discussions, it cannot predict
whether  it  will  be  successful  in  raising  any  capital.

Prototypes  of  the  product will be completed during the first quarter of 2003.
One  of these will be shipped to a Beijing Company which it expects to lead to a
joint  venture  with a prospective Taiwanese Company to manufacture the scooters
in  Beijing.  which has both manufacturing and marketing capability in Southeast
Asia.

The  Company  expects  distribution to begin in the United States in the Fall of
2003.

The  results  of  operations  during  the  year of 2002 were a loss of $190,139,
compared with a loss of $39,459 in the year 2001.  The principal expenses of the
2002 period were consulting and travel, primarily directed to the acquisition of
the  licensing  agreement  and planning for production and marketing activities.

The  Company's  cash  requirements  for  the  next 12 months are estimated to be
$500,000  which  funds  will be used to commence its operations. Of this amount,
the  Company  has  allocated;  $150,000  for administrative, office expenses and
travel,  and  the  balance  of  funds  will  be  used for marketing expenses. We

                                       18
<PAGE>

anticipate  that  an  agreement will be formalized for production of scooters in
Beijing  (see  "Manufacturing and Suppliers").  Marketing expenses include costs
for  printed  marketing  materials,  product  demonstrations,  trade  shows  and
exhibitions,  and  travel and entertainment expenses for our targeted markets of
Japan  and  North  America.  General  working needs includes salaries payable to
existing  and projected staff personnel, and office overhead for its Seattle and
Tokyo  offices.  Presently,  other  than  the  Company's  president, the Company
employs  one  administrative  assistant  and one consultant. The commencement of
production  is  expected  to  take  place  in  the  third  quarter  of  2003.

The  Company  is seeking to raise a minimum of $500,000 in the next 12 months to
support  its working capital needs as described above. The funds may be procured
through  the  public  or  private  offering  of  its  debt or equity securities.
Proceeds  in  excess  of  $500,000,  if  any,  will be held in a working capital
reserve to meet the working capital needs of the Company beyond the projected 12
months  period.  The  Company  has  entered  into  discussions  with a number of
investors  concerning an investment in the Company, however, at this time it has
not  received  commitments  from  any  source,  other  than  as described above.
Although  the  Company  is encouraged by its discussions, with such investors it
cannot  predict  whether  it  will  be  successful  in  raising  any  capital.

The  Company  has no material commitments for capital at this time other than as
described  above. In addition, the Company does not expect to incur research and
development  costs  within  the next 12 months. The Company expects to outsource
the  construction of component parts of its products to third parties as well as
the  scooter assembly. The Company believes that it can meet product demand from
the  available  manufacturing  and  assembly  resources.

The Company expects to deliver its finished products within one month from order
placement  and  will require customers to pay at least 50% of the purchase price
as  a  down  payment  for  each order. If the Company is successful in raising a
minimum  of  $500,000,  the Company believes that, this funding, along with bank
borrowings, and cash flow from the sale of its products, will enable the Company
to  maintain its operations for the next 12 months. As of this date, the Company
has not established a line of credit with any lending institution. Moreover, 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 $500,000, it
may  not  be  able  to  complete  its  plan  of  operations  as discussed above.

LIQUIDITY  AND  CAPITAL  RESOURCES

During  2002,  we  did  not  issue any new common stockThe loss for the year of
$190,139  included  $  14,487  of  non-cash  items.

As  at  December  31,  2002,  we  had  a  cash  balance  of  $208,901,  and
current  liabilities  of  $130,000.

                                       19
<PAGE>

ITEM  7.   FINANCIAL  STATEMENTS

Our  consolidated  financial  statements  are  included  and  begin  immediately
following  the  signature  page  to  this report.  See Item 13 for a list of the
financial  statements  and  financial  statement  schedules  included.

ITEM  8.   CHANGES  IN  AND  DISAGREEEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

None.

PART  III

ITEM  9.   DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16  (a)  OF  THE  EXCHANGE  ACT.

Directors  and  Executive  Officers  of  the  Registrant

The  following  table  sets  forth  the  name,  age  and position of each of our
Executive  Officers  and  Directors:

<TABLE>
<CAPTION>

Name         Age        Position
<S>          <C>        <C>
Charlie Lan   44        Chairman, President, Chief Financial Officer
                        and Secretary and Director
</TABLE>


(1)  Mr. Lan resigned on May 15, 2003 as Chairman, President, CFO, Secretary and
     Director.  Masafumi  Hata  has resumed these vacant positions effective May
     15,  2003.



BUSINESS  EXPERIENCE  AND  PRINCIPAL OCCUPATION OF DIRECTORS, EXECUTIVE OFFICERS
AND  SIGNIFICANT  EMPLOYEES

The  present  and  principal  occupations  of our director and executive officer
during  the  last  five  years  are  set  forth  below:

Charlie Lan has been Chairman, President, Chief Financial Officer, and Secretary
and  a director of the Company since October 10, 2001. From 1998 to August 2001,
Mr.  Lan  was the director and president of New Century Ltd., a British Columbia
company  providing  business  consulting  and  financial  services  to companies
located  primarily  in  Canada and in the Pacific Rim. From 1996 to 1998, he was
Vice  President of Le Heng International Corp., a Hong Kong corporation, and was
responsible  for  marketing  real  estate properties intentionally. In addition,
during  these  periods,  he  was involved in real estate development projects in
Hong  Kong  and  British  Columbia.  Mr. Lan resigned on May 15, 2003.

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

Based  solely  upon  a  review  of  Forms  3,  4 and 5 furnished to us, we might
determine that none of our officers, directors or beneficial owners of more than
ten  percent  of  the  Common  Stock  failed  to  file on a timely basis reports
required to be filed by Section 16(a) of the Exchange Act during the most recent
fiscal  year.

                                       20
<PAGE>

However,  we  have  knowledge  that  the following persons failed to timely file
reports  required  to  be  filed  by  Section  16(a)  as  follows:

Number  of  late  reports:


Each  of  Amanasu  Corporation,  Mr. Lan, Mr. Maki and Mrs. Lei failed to file a
Form  3,  Form  4  and  Form  5  on  a  timely basis upon the Company becoming a
reporting  company  on December 18, 2002.  However, each of Amanasu Corporation,
Mr.  Lan,  Mr.  Maki  and  Mrs.  Lei  have  now  filed  a  Form  3 and a Form 5.


Number  of  transactions  that  were  not  reported  on  a  timely  basis:


The  number  of  transactions  which  were  not  reported  on a timely basis are
mentioned  above  for  Amanasu  Corporation,  Mr.  Lan,  Mr.  Maki, and Mrs. Lei


As  at  the  date  of  this  report,  all  Forms  3,  4  and  5  are  current.

Audit  Committee  Financial  Expert

Our  board  of directors has not elected an audit committee due to the fact that
we  have  only  one  director.  However,  Mr.  Lan  has experience overseeing or
assessing the performance of companies or public accountants with respect to the
preparation,  auditing  or  evaluation  of  financial  statements.

ITEM  10.  EXECUTIVE  COMPENSATION

No executive officer had an annual salary and bonus in excess of $100,000 during
the  past  fiscal  year.

<TABLE>
<CAPTION>

                                Annual Compensation                  Long Term Compensation
                                                              Awards               Payouts
                                                                             Securities
                                                                             Under-
                                                                             lying
                                             Other Annual  Restricted Stock  Options/    LTIP (2)  All Other
Name and Principal         Salary    Bonus   Compensation  Award(s)          SARs        Payout   Compensation
Position             Year  ($) (3)    ($)         ($)        (#)             (1)(#)        ($)       ($)
<S>                 <C>    <C>       <C>       <C>          <C>              <C>         <C>       <C>

Charlie Lan,        2002   Nil       Nil       Nil          Nil              Nil         Nil        Nil
President, CEO      2001   Nil       Nil       Nil          Nil              Nil         Nil        Nil
CFO and Director    2000   Nil       Nil       Nil          Nil              Nil         Nil        Nil

</TABLE>

(1)  "SARS"  or  "stock  appreciation  right"  means  a  right granted by US, as
     compensation  for  services  rendered,  to  receive a payment of cash or an
     issue  or  transfer of securities based wholly or in part on changes in the
     trading  price  of  our  publicly  traded  securities.

                                       21
<PAGE>

(2)  "LTIP"  or  "long  term  incentive  plan"  means  any  plan  which provides
     compensation intended to serve as incentive for performance to occur over a
     period longer than one financial year, but does not include option or stock
     appreciation  right  plans  or  plans  for  compensation through restricted
     shares  or  restricted  share  units.

The  Company and its sole officer have agreed that he will not receive any other
compensation  beyond  year  2002  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. However, until the Company
reaches  profitability  for  a  full  fiscal  quarter, the officer has agreed to
devote his full business time to the affairs of the Company. 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 fiscal years 2001 and 2002.

The  Company's  director  received  no  fees  for his services in such capacity,
however,  he  may  be reimbursed for expenses incurred by him in connection with
the  Company's  business.

We  may  in the future create retirement, pension, profit sharing, insurance and
medical  reimbursement plans covering our Officers and Directors. At the present
time,  no such plans exist. No advances have been made or are contemplated by us
to any of our Officers or Directors. Directors receive no compensation for their
service  as  such.  Compensation  of officers and directors is determined by our
Board  of  Directors  and  is  not  subject  to  shareholder  approval.

The  following  table  sets  forth  certain  information with respect to options
exercised  during the fiscal year ended December 31, 2002 by our Chief Executive
Officer,  and  with  respect  to unexercised options held by our Chief Executive
Officer  at  the  end  of  fiscal  2002.

AGGREGATED  OPTION  EXERCISES  IN  LAST  FISCAL  YEAR AND YEAR END OPTION VALUES

<TABLE>
<CAPTION>

                                                     Number of
                                                     Unexercised    Value of
                                                     Options at     Unexercised
                                                     Years End      Options at Year End
              Shares Acquired                        Exercisable /  Exercisable /
Name          On Exercise (#)    Value realized ($)  Unexercisable  Unexercisable
------------  ----------------  --------------------  -------------  -------------
<S>           <C>               <C>                   <C>            <C>

Charlie Lan   -0-                   -0-              -0-            -0-
</TABLE>

We  do  not  have  any  Long  Term  Incentive  Plans.

We do not have any employment contracts, termination of employment and change of
control  arrangements.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table  identifies,  as  of  December  31,  2002,  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

                                       22
<PAGE>

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
46,436,400  shares  of  common  stock  of  the  Company  which  are  issued  and
outstanding  as  of  December 31, 2002. The address for each individual below is
701  5th  Avenue,  36th  Floor,  Seattle,  Washington  98109, the address of the
Company.

<TABLE>
<CAPTION>

Title of Security           Name and Address of    Amount and Nature of
                            Beneficial Owner       Beneficial Ownership (1)  Percent of Class
<S>                        <C>                     <C>                       <C>

                           Amanasu Corporation(2)
                           #902 Ark Towers,
                           1-3-40
                           Roppongi, Minatoku
Common Stock               Tokyo, Japan              35,000,000              75.4%

Common Stock               Atsushi Maki(3)           39,819,700              85.7%

Common Stock               Charlie Lan                  275,000                 *%

Common Stock               Lina Lei(4)                  500,000                 1%
                           Officers and Directors
                            as a Group               40,594,700              86.7%

</TABLE>

(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  is  the  sole shareholder of Amanasu Corporation and is
     deemed  the  beneficial  owner  of  such  shares.

(3). Includes  35,000,000  shares  of  common stock held by Amanasu Corporation,


(4).  Lina  Lei  is  the  spouse  of  Atsushi  Maki,  a  10%  shareholder.

*Less  than  one  percent  of  the  issued  and outstanding on December 31, 2002



ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Effective  February  10, 2000, Amanasu Corporation, formerly Family Corporation,
the  Company's  largest shareholder, obtained the exclusive, worldwide rights to
the  technologies  pursuant to a licensing agreement with its inventors. Amanasu
Corporation  paid  the  inventors  the  sum  of $160,000, and transferred to the
inventors 1,000,000 shares of common stock of the Company that it later received
when  it  sub-licensed  the  technology  to  the  Company.

Thereafter,  on  March 10, 2000, Amanasu Corporation sub-licensed to the Company
the exclusive, worldwide rights to the technologies, subject to the terms of the
underlying  license  agreement. As required under the sub-license agreement, the
Company:

-    issued  to  Amanasu  Corporation  17,000,000  shares of common stock and an
     option  to  acquire  20,000,000  shares of common stock at $0.02 per share.

-    agreed  to  pay  Amanasu  Corporation  the  sum  of  $160,000.

                                       23
<PAGE>

-    issued an additional 6,350,000 shares of its common stock, valued at $6,350
     to  third  parties.  These  shares  consisted  of:  2,700,000 shares to Mr.
     Atsushi  Maki,  3,000,000  shares  to  three  persons  to perform marketing
     services for the Company, and 650,000 shares to three technical consultants
     of  a  company  owned  by  the  principal  inventor.

In  October 2001, Amanasu Corporation exercised its option to acquire 20,000,000
shares  of  common  stock  of  the  Company  and paid the sum of $400,000 to the
Company.  In  connection  with the $160,000 amount due Amanasu Corporation under
the  sub-license  agreement,  $100,000 has been paid and $60,000 is outstanding.
The  amount  is  due  on  demand.  Mr. Atsushi Maki is a director and a majority
shareholder  of the Company and the sole shareholder of Amanasu Corporation. The
Company  has valued the sub-license agreement at $160,000, which equals the cash
amount  paid  by  Amanasu  Corporation  to  the  inventors.

The  Company's  executive  offices  located in Seattle, Washington are subleased
from  the  Mr.  Atsushi  Maki, a majority shareholder of the Company, commencing
with fiscal 2002 on a month to month basis at a monthly rental amount of $1,500.
The  Company believes that the terms of this lease agreement are consistent with
market  conditions  in  the area and are no less favorable than terms obtainable
from independent third parties. The Company maintains an office at 2-18 Kyobashi
Chuo-ku,  Tokyo,  Japan  104-0031.  The  premises  are provided rent free to the
Company  by  Mr.  Maki.  The  rental  value of these premises is estimated to be
$7,000  per  month  on  a  month-to-month  basis.


ITEM  13(a).  EXHIBITS.

<TABLE>
<CAPTION>

Number    Description
<S>       <C>
   3.1    Articles of Incorporation of the Company                                     (1)
   3.2    Certificate of Amendment to Articles of Incorporation                        (1)
   3.3    Certificate of Amendment to Articles of Incorporation                        (1)
   3.4    Certificate of Amendment to Articles of Incorporation                        (1)
   3.5    Amended and Restated By - Laws of the Company                                (1)
  10.1    License agreement between the Company and Yasunori Takahashi, Yoshiaki
          Takahashi and Y.T. Magnet Corporation, dated February 10, 2000               (1)
  10.2    Agreement between Family Corporation and the Company dated March 10,
         2000                                                                          (1)
  10.3    Consulting Agreement made as of May 12, 2002                                 (2)
  99.1    Certification of Masafumi  Hata , Chairman, President, Secretary, Chief Financial
          Officer (Principal Executive Officer), pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002            (2)
</TABLE>

(1)     Incorporated  by  reference  from  Form  10-SB/A filed on June 21, 2002.
(2)     Filed  herein.

Independent  Auditor's  Report
Independent  Auditor's  Report
Balance  Sheets
Statements  of  Operations
Statement  of  Stockholders'  Equity
Statements  of  Cash  Flows

                                       24
<PAGE>

Notes  to  the  Financial  Statements

ITEM  13(b).  REPORTS  ON  FORM  8-K.

None.

ITEM  14.  CONTROLS  AND  PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have evaluated
the  Company's  disclosure  controls  and procedures within 90 days prior to the
date  of  filing of this Annual Report on Form 10-KSB.  Management believes that
the  Company's  current  internal  controls  and  procedures  are  effective and
designed  to  ensure that information required to be disclosed by the Company in
its periodic reports is recorded, processed, summarized and reported, within the
appropriate  time  periods  specified  by  the SEC, and that such information is
accumulated  and  communicated  to  the  Company's CEO and CFO as appropriate to
allow  timely  decisions  to  be  made  regarding  required  disclosure.

As  of  July 18, 2003, there were no significant corrective actions taken
by  the  Company or other changes made to these internal controls. Management of
the  Company  does  not  believe  there were changes in other factors that could
significantly  affect  these  controls subsequent to the date of the evaluation.

                                       25
<PAGE>

SIGNATURES

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

                                          AMANASU  TECHNOLOGIES  CORPORATION


                                              By:  /s/  Masafumi  Hata
                                              ------------------------
                                Masafumi  Hata,  Chairman,  President,
                              Chief  Financial  Officer  and  Director


Dated:  July 18, 2003

In  accordance  with  the  Securities Exchange Act of 1934, this report has been
signed  by  the  following  persons  on  behalf  of  the  Registrant  and in the
capacities  and  on  the  dates  indicated  below.

Signature              Title                                      Date
---------              -----                                      ----

/s/  Masafumi  Hata
-------------------
Masafumi  Hata         President, Chairman, Chief
                       Officer, Secretary and Director         July 18, 2003




                  CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER
                  --------------------------------------------
                         AND PRINCIPAL FINANCIAL OFFICER
                         -------------------------------

I,  Masafumi Hata ,  certify  that:

1.   I  have  reviewed this annual report on Form 10-KSB of Amanasu Technologies
     Corporation;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its

                                       26
<PAGE>

          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  my  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  July  18,  2003

/s/  Masafumi  Hata
-------------------
Masafumi  Hata
Chairman,  President,  Secretary  and  Chief  Financial  Officer


                                       27
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Number    Description
<S>       <C>
   3.1    Articles of Incorporation of the Company                                     (1)
   3.2    Certificate of Amendment to Articles of Incorporation                        (1)
   3.3    Certificate of Amendment to Articles of Incorporation                        (1)
   3.4    Certificate of Amendment to Articles of Incorporation                        (1)
   3.5    Amended and Restated By - Laws of the Company                                (1)
  10.1    License agreement between the Company and Yasunori Takahashi, Yoshiaki
          Takahashi and Y.T. Magnet Corporation, dated February 10, 2000               (1)
  10.2    Agreement between Family Corporation and the Company dated March 10,
         2000                                                                          (1)
  10.3    Consulting Agreement made as of May 12, 2002                                 (2)
  99.1    Certification of Masafumi  Hata , Chairman, President, Secretary, Chief Financial
          Officer (Principal Executive Officer), pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002            (2)
</TABLE>

(1)     Incorporated  by  reference  from  Form  10-SB/A filed on June 21, 2002.
(2)     Filed  herein.

Independent  Auditor's  Report
Independent  Auditor's  Report
Balance  Sheets
Statements  of  Operations
Statement  of  Stockholders'  Equity
Statements  of  Cash  Flows

<PAGE>







                        AMANASU TECHNOLOGIES CORPORATION

                          (A DEVELOPMENT STAGE COMPANY)

                              Financial Statements

                                DECEMBER 31, 2002






<PAGE>





                        AMANASU TECHNOLOGIES CORPORATION

                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2002







                                    CONTENTS
                                    --------



                                                                 Page
                                                                 ----

Accountant's  Audit  Report                                         1

Balance  Sheet                                                      2

Statements  of  Operations  and  Deficit  Accumulated
     During  Development  State                                     3

Statements  of  Changes  in  Stockholder's  Equity                  4

Statements  of  Cash  Flows                                         5

Notes  to  Financial  Statements                                    6





<PAGE>

                                ROBERT G. JEFFREY
                           CERTIFIED PUBLIC ACCOUNTANT
                                61 BERDAN AVENUE
                             WAYNE, NEW JERSEY 07470

LICENSED  TO  PRACTICE                            TEL:973-628-0022
IN  NEW  YORK  AND  NEW  JERSEY                   FAX:973-696-9002
MEMBER  OF  AICPA                                 E-MAIL:rgjcpa@erols.com
PRIVATE  COMPANIES  PRACTICE  SECTION





Board  of  Directors
Amanasu  Technologies  Corporation

I  have  audited  the  accompanying  balance  sheet  of  Amanasu  Technologies
Corporation  (a  development  stage  company)  as  of December 31, 2002, and the
related  statements  of  operations  and  deficit accumulated during development
stage,  changes  in  stockholders'  equity,  and  cash flows for the years ended
December  31,  2002 and 2001.  These financial statements are the responsibility
of  the Company management.  My responsibility is to express an opinion on these
financial  statements  based  on  my  audit.

I  conducted  the audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards  require that I 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.  I believe that my audit provides a reasonable
basis  for  my  opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Amanasu Technologies Corporation as
of  December  31, 2002, and the results of its operations and its cash flows for
the  years  ended  December  31,  2002  and  2001  in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.



/s/ Robert  G.  Jeffrey

ROBERT  G.  JEFFREY

March  29,  2003
Wayne,  New  Jersey


                                      F-1
<PAGE>

                        AMANASU TECHNOLOGIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2002

<TABLE>
<CAPTION>



ASSETS
-------
<S>                                                         <C>
Current Assets:
Cash                                                        $ 208,901
                                                            ----------
TOTAL CURRENT ASSETS                                          208,901

Fixed Assets:
    Automobile                                                  1,500
        Less, accumulated depreciation                             75
                                                            ----------
NET FIXED ASSETS                                                1,425
                                                            ----------

Other Assets:
    Licensing agreement                                       160,000
        Less, accumulated amortization                         18,824
                                                            ----------
TOTAL OTHER ASSETS                                            141,176
                                                            ----------

TOTAL ASSETS                                                $ 351,502
                                                            ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------

Current Liabilities:
    Amount due for licensing agreement                      $  60,000
    Shareholder deposits for capital stock                     70,000
                                                            ----------

TOTAL CURRENT LIABILITIES                                     130,000
                                                            ----------


Stockholders' Equity:
Common stock:  authorized 100,000,000 shares of $0.001 par
value; 46,436,400 issued and outstanding                       46,436
Additional paid-in capital                                    405,964
Deficit accumulated during development stage                 (230,898)
                                                            ----------

TOTAL STOCKHOLDERS' EQUITY                                    221,502
                                                            ----------

Total Liabilities and Stockholders' Equity                  $ 351,502
                                                            ==========

</TABLE>



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

                                      F-2
<PAGE>

                        AMANASU TECHNOLOGIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF OPERATIONS AND DEFICIT
                      ACCUMULATED DURING DEVELOPMENT STAGE

<TABLE>
<CAPTION>


                                                   December 1, 1997
                              Year       Year      (Date of Inception)
                              2002       2001      To December 31, 2002
<S>                        <C>         <C>        <C>
Revenue - interest income  $   2,861   $      -   $               2,861

Expenses                     193,000     39,459                 233,759
                           ----------  ---------  ----------------------

Loss accumulated
during development stage   $(190,139)  $(39,459)  $            (230,898)
                           ==========  =========  ======================


Net loss per share -       $       -   $      -
    Basic and Diluted      ==========  =========
</TABLE>


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

                                      F-3
<PAGE>

                        AMANASU TECHNOLOGIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED DECEMBER 31, 2002, 2001
<TABLE>
<CAPTION>


                                                                            Deficit Accumulated
                                                                                    During
                                   Common Stock                   Additional      Development
                                        Shares       Amount     Paid in Capital      Stage      Total
<S>                                   <C>          <C>         <C>                <C>          <C>
Balance, December 31, 2000            20,000,000   $  20,000   $        (18,600)  $   (1,300)  $    100

Shares issued as fees connected with
acquisition of licensing agreement
                                       6,350,000       6,350             (6,350)

Shares issued as compensation         20,000,000      20,000            380,000                 400,000

Shares issued to investors                36,400          36             45,964                  46,000

Net loss for period                                                     (39,459)                (39,459)
                                                                      ----------              ----------

Balance, December 31,2001             46,386,400      46,386            401,014      (40,759)   406,641

Shares issued for services                50,000          50              4,950                   5,000

Net loss of period                                                      (190,139)              (190,139)
                                                                      -----------              ---------

Balance, December 31, 2002            46,436,400   $  46,436   $        405,964   $( 230,898)  $221,502
                                      ===========  ==========  =================  ===========  ========
</TABLE>



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

                                      F-4
<PAGE>

                        AMANASU TECHNOLOGIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


                                                                 December  1,
                                                                 1997 to
                                                                (Date  of
                                                                 Inception)
                                                                 to December
                                                Year       Year  31,  2002
                                                2002       2001
<S>                                          <C>         <C>        <C>
CASH FLOWS FROM OPERATIONS:
Net loss                                     $(190,139)  $(39,459)  $(230,898)
Charges not requiring the outlay of cash:
    Depreciation and amortization                9,487      9,412      18,899
    Services provided for common stock           5,000          -       6,300
                                             ----------  ---------  ----------

             NET CASH CONSUMED BY
                 Operating Activities         (175,652)   (30,047)   (205,699)
                                             ----------  ---------  ----------

CASH FLOWS FROM INVESTING
 ACTIVITIES:
Purchase of automobile                          (1,500)         -      (1,500)
Partial payment of amount due for licensing
Agreement                                     (100,000)         -    (100,000)

            NET CASH CONSUMED BY
                INVESTING ACTIVITIES          (101,500)         -    (101,500)
                                             ----------             ----------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuances of common stock                            -    446,100     446,100
Shareholder deposits for common stock           70,000          -      70,000
                                             ----------  ---------  ----------

            NET CASH PROVIDED BY
                FINANCING ACTIVITIES            70,000    446,100     516,100
                                             ----------  ---------  ----------

            NET CHANGE IN CASH BALANCES       (207,152)   416,053     208,901

Cash balance, beginning of period              416,053          -           -

Cash balance, end of period                  $ 208,901   $416,053   $ 208,901
                                             ==========  =========  ==========
</TABLE>


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

                                      F-5
<PAGE>
                        AMANASU TECHNOLOGIES CORPORATION
                        --------------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Organization  of  Company
The  Company  was  formed December 1, 1997, as Avani Manufacturing (China), Inc.
The name was changed to Genesis Water Technologies, Inc. on August 17, 1999, and
to Supreme Group International, Inc. on December 24, 2000.  The present name was
adopted  May  30,  2001.

Business
The  Company  has  acquired  worldwide  licensing  rights  for  certain patented
magnetic and power generating technology.  It is the intention of the Company to
license  these  rights  for  use  by  others.

Development  Stage  Accounting
The  Company  is a development stage company, as defined in Financial Accounting
Standards  (FAS) Statement No. 7.  Generally accepted accounting principles that
apply  to established operating enterprises govern the recognition of revenue by
a  development stage enterprise and the accounting for costs and expenses.  From
inception  to  December  31, 2002, the Company has been in the development stage
and all its efforts have been devoted to obtaining worldwide licensing rights to
the  technology,  which  is  described  above,  and  planning  for marketing its
products.  No  revenue  had  been  realized  through  December  31,  2002.

Basis  Of  Presentation
The Company has incurred losses from inception to December 31, 2002 of $230,898.
Capital  was  raised  in  the amount of $446,000 in 2001 through the issuance of
20,036,400  shares  of  common  stock.  This  is  expected  to  provide adequate
financing  to  allow  the  Company  to  begin  using  its  licensing  rights.

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.

Fixed  Assets
Fixed  assets,  when  acquired,  will be recorded at cost.  Depreciation will be
computed  using accelerated methods, with lives of seven years for furniture and
equipment  and  five  years  for  computers  and  automobiles.

                                      F-6
<PAGE>

                        AMANASU TECHNOLOGIES CORPORATION
                        --------------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONT'D)

Intangible  Assets
Intangible  assets  are  recorded at cost.  Amortization is provided by straight
line methods, using a life of 17 years for the sub-licensing agreement, which is
based  on  the  life  of  the  underlying  patent.

Licensing  Agreement
During  the  year 2000, the Company acquired the world-wide licensing rights for
certain  patented  magnetic  and  power generating technology from a corporation
which  is  the  majority  owner  of  Company  stock.  As  consideration for this
agreement,  the  Company  paid  the  following  to this corporation:  17,000,000
shares  of common stock which were issued during the year 2000; an option for an
additional  20,000,000  shares of common stock, with an option price of $.02 per
share;  and  the  Company obligated itself to pay $160,000 by December 31, 2001.
Payment  was  not  made  at  that  time;  $100,000 was paid during 2002, and the
$60,000  balance is now due on demand.  An additional 6,350,000 shares of common
stock  were  issued  during  2001  in  connection  with  the  acquisition of the
licensing  agreement,  2,600,000  of  which  were issued to the president of the
corporation  from  which  the  licensing  agreement  was  acquired.  A  value of
$160,000  has  been  assigned  to  this  intangible  asset.

Income  Taxes
Deferred  income  taxes are recorded to reflect the tax consequences or benefits
to future years of any temporary differences between the tax basis of assets and
liabilities,  and  of  net  operating  loss  carryforwards.

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.

Advertising  Costs
The Company will expense advertising costs when the advertisement occurs.  There
has  been  no  spending  thus  far  on  advertising.

Segment  Reporting
Management  will  treat  the  operations  of  the  Company  as  one  segment.

                                      F-7
<PAGE>

                        AMANASU TECHNOLOGIES CORPORATION
                        --------------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTE TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


2.     RELATED  PARTY  TRANSACTIONS

Awards  of  common  stock  and  a  cash  payment  are described in Note 1, under
"Licensing  Agreement."

The  Company contracted for administrative services during 2002 with the wife of
the  president of a corporation which owns a majority of the outstanding Company
stock.  Compensation  for  these  services  is  $3,500  per  month.

3.     EXPENSES

Expenses  consist  of consulting services, bank charges, and amortization of the
sub-licensing  agreement.

4.     INCOME  TAXES

The  Company  has  experienced  losses  since  its  inception which have totaled
$230,898.  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 potential
benefit  of  these NOL's has been recognized on the books of the Company, but it
has  been  offset  by  a valuation allowance.  If not used, the NOL carryforward
will  expire  in  the  years  2021  and  2022.

Under  Statement  of  Financial  Accounting  Standards  No.  109, 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  follows:

            Deferred  Tax  Assets     $78,505
            Valuation  Allowance       78,505
                                     --------
            Balance  Recognized        $    -
                                        =====


                                      F-8
<PAGE>

                        AMANASU TECHNOLOGIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTE TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                -----------------


5.     EARNINGS  PER  SHARE

Year  2001
<TABLE>
<CAPTION>

                      NET LOSS   AVERAGE SHARES OUTSTANDING   PER SHARE AMOUNT
<S>                  <C>         <C>                          <C>
LOSS ALLOCABLE TO
COMMON SHAREHOLDERS  $ (39,459)   28,596,6003                 $               -
</TABLE>

Year  2002
<TABLE>
<CAPTION>

                      NET LOSS   AVERAGE SHARES OUTSTANDING   PER SHARE AMOUNT
<S>                  <C>         <C>                         <C>
LOSS ALLOCABLE TO
COMMON SHAREHOLDERS  $(190,139)  46,392,650                   $               -
</TABLE>


6.     RENTALS  UNDER  OPERATING  LEASES

The  Company  has  made  its  offices in quarters which are rented on a month to
month  basis.  Rent  expense  totaled  $53,740  during  2002;  there was no rent
expense  during  2001.

7.     SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOWS  INFORMATION

There was no cash paid for interest or income taxes during either of the periods
presented.

The  following  non-cash  financing  and  investing activity occurred during the
years  2001  and  2002:

As  partial  consideration  for  the acquisition of the licensing agreement, the
Company obligated itself to make a $160,000 payment by December 31, 2001, and to
issue 6,350,000 shares during 2001.  The shares were issued during 2001 but only
$100,000  was  paid,  the  payment  having  been  made  in  2002.

                                      F-9
<PAGE>