The Company's financial statements have been presented on the basis that it will
continue as a going concern. The Company has not generated revenues from
construction related operations to date. The Company has an Accumulated deficit
of $9,318,952 as of March 31, 2020 which raises substantial doubt about the
Company's ability to continue as a going concern.
The Company will use additional funds through equity and debt financing,
collaborative or other arrangements with corporate partners, licensees or
others, and from other sources, which may have the effect of diluting the
holdings of existing shareholders. The Company has subsequent current
arrangements with respect to, or sources of, such additional financing and the
Company does not anticipate that existing shareholders will be required to
provide any portion of the Company's future financing requirements.
No assurance can be given that additional financing will be available when
needed or that such financing will be available on terms acceptable to the
Company. This also may be affected given the uncertainties surrounding the Covid
19 pandemic. If adequate funds are not available, the Company may be required to
delay or terminate expenditures for certain of its programs that it would
otherwise seek to develop and commercialize. This would have a material adverse
effect on the Company and raise doubt about the Company's ability to continue as
a going concern. The accompanying financial statements do not include any
adjustments that may result from the outcome of this uncertainty.
Recent Accounting Pronouncements
In December 2018, Financial Instruments - Overall (Subtopic 825-10): Recognition
and Measurement of Financial Assets and Financial Liabilities - FASB ASU 2016-01
Summary - The amendments in ASU 2016-01, among other things.
The Company has no expectation that any of these items will have a material
effect upon the financial statements.
Update 2018-07-Compensation-Stock Compensation (Topic 718): Improvements to
Nonemployee Share-Based Payment Accounting. This was early adopted and there
were no outstanding equity awards to be re-valued.
NOTE 4 -RELATED PARTY TRANSACTIONS
As of, March 31, 2020 and December 31, 2019, the balance owed to Company CEO,
John Sprovieri was $5,542 and $6,766 respectively. These advances were primarily
for operating expenses.
NOTE 5 - PROPERTY, INVENTORY AND EQUIPMENT
During July 2019, the Company sold their Industrial Property they had bought
from the city of Goldendale in February 2018. The original purchase price was
$100,000 for the 5 acre lot. The Company sold the land back to the City under
the original contract for a discounted price of $90,000.
--------------------------------------------------------------------------------
12
--------------------------------------------------------------------------------
Notes to Inventory Type and Value:
Inventory consists of Raw Materials that are valued at the lower of cost or
market.
Raw Materials:
Raw materials consist of rebar, insulation, surfactant, powdered cement,
threaded inserts and sundry items. The cost of $2,100 is based on the cost of
purchase from a non-related supplier.
Property and Equipment at March 31, 2020 were comprised of the following at:
March 31, 2020 December 31, 2019
Property Plant and Equipment (Gross) $ 79,045 $ 75,355
Vehicles 6,344 6,344
Accumulated Depreciation (23,945) (22,638)
Property, Plant and Equipment (net) $ 61,444 $ 59,061
During the quarter, the Company purchased $3,690 in manufacturing equipment so
there was an increase to $79,045 in Gross equipment. The Depreciation expense
was $1,307 for the three months ended March 31, 2020. and 2019.
NOTE 6 - COMMON STOCK
Common Stock:
The Company Authorized Capital to 20,000,000,000 common shares at $0.0001 par
value.
During November 2019 the company performed a reverse split in the ratio of 1 for
200.
There were 15,597,927 shares issued and outstanding as of December 31, 2019.
During the Period January 1, 2019 to December 31, 2019, the Company issued
5,250,000 shares for services based on post-split numbers.
During the Period January 1, 2019 to December 31, 2019, the Company issued
10,061,438 shares for convertible note conversions based on post-split numbers.
During the Period January 1, 2020 to March 31, 2020 there were 50,000,000 shares
issued to
these individuals to recompense post-split roll back numbers issued for service
compensation to the Company.
During the Period January 1, 2020 to March 31, 2020, the Company issued
12,433,402 shares for convertible note conversions based on post-split numbers.
--------------------------------------------------------------------------------
13
--------------------------------------------------------------------------------
Shareholder Issued Cost Basis
Michael A. Young 1,000,000 17,000
Otto B. Paulette 1,000,000 17,000
William S. Beers 1,000,000 17,000
Julie Jett-Regnell 1,000,000 17,000
Elbert L. Odom 1,000,000 17,000
Kimberly A. Grimm 3,000,000 51,000
Kathleen D. Jett 5,000,000 85,000
John & Mary Sprovieri 37,000,000 629,000
NOTE 7 - INCOME TAXES
Federal Income taxes are not currently due since we have had losses since
inception.
On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the
"Tax Act") was enacted. Among the significant changes to the U.S. Internal
Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate
("Federal Tax Rate") from 35% to 21% effective January 1, 2018. The Company
will compute its income tax expense for the nine months ended September 30, 2018
using a Federal Tax Rate of 21%.
Income taxes are provided based upon the liability method of accounting pursuant
to ASC 740-10-25 Income Taxes - Recognition. Under this approach, deferred
income taxes are recorded to reflect the tax consequences in future years of
differences between the tax basis of assets and liabilities and their financial
reporting amounts at each year-end. A valuation allowance is recorded against
deferred tax assets if management does not believe the Company has met the "more
likely than not" standard required by ASC 740-10-25-5.
Deferred income tax amounts reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax reporting purposes.
As of March 31, 2020, we had a net operating loss carry-forward of approximately
$(9,318,952) and a deferred tax asset of approximately $1,956,980 using the
statutory rate of 21%. The deferred tax asset may be recognized in future
periods, not to exceed 20 years. However, due to the uncertainty of future
events we have booked valuation allowance of $(1,956,980). FASB ASC 740
prescribes recognition threshold and measurement attributes for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. FASB ASC 740 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. At March 31, 2020, the Company had not taken any tax
positions that would require disclosure under FASB ASC 740.
March 31, 2020 December 31, 2019
Deferred Tax Asset $1,956,980 $ 1,771,688
Valuation Allowance (1,956,980) (1,771,688)
--------------------------------------------------------------------------------
14
--------------------------------------------------------------------------------
Deferred Tax Asset (Net) $ - $ -
The Company is subject to tax in the U.S. federal and Washington jurisdictions.
These filings are subject to a three-year statute of limitations unless the
returns have not been filed at which point the statute of limitations becomes
indefinite. No filings are currently under examination. No adjustments have been
made to reduce the estimated income tax benefit at year end. Any valuations
relating to these income tax provisions will comply with U.S. generally Accepted
Accounting principles.
Note 8 - Notes Payable and Derivative Liabilities
On May 8, 2018, the company issued a 12-month Convertible Note for the sum of
$50,000 to RB Capital at 12%. Convertible at $.004. No beneficial conversion was
recognized as the conversion price was higher than the stock price.
On June 28, 2018, the company issued a 12-month Convertible Note for the sum of
$10,000 to RB Capital at 12%. Convertible at $.004. No beneficial conversion was
recognized as the conversion price was higher than the stock price.
On December 7, 2018, the company issued a 12-month Convertible Note for the sum
of $25,000 to RB Capital at 12%. Convertible at $.004. No beneficial conversion
was recognized as the conversion price was higher than the stock price.
On October 25, 2019, the company issued a 12-month Convertible Note for the sum
of $15,000 to RB Capital at 12%. Convertible at $.01. As a result we recognized
a beneficial conversion cost of $45,000.
On November 15, 2019, the company issued a 12-month Convertible Note for the sum
of $25,000 to RB Capital at 12%. Convertible at $.01. As a result, we recognized
a beneficial conversion cost of $7,500.
On December 13, 2019, the company issued a 12-month Convertible Note for the sum
of $20,000 to RB Capital at 12%. Convertible at $.03. No beneficial conversion
was recognized as the conversion price was higher than the stock price.
On May 28, 2019 we entered into a one-year convertible promissory note in the
amount of $27,500 with and interest rate of 12% and a conversion rate of 55% of
the lowest prior 25 days trading period.
On August 20, 2019, the company issued a 12-month Convertible Note for the sum
of $40,000 to LG Capital at 8%. Convertible at 60% of lowest of the prior 20
days trading period.
On December 16, 2019, the company issued a 12-month Convertible Note for the sum
of $32,000 to LG Capital at 8%. Convertible at 60% of lowest of the prior 20
days trading period.
On January 13, 2020, the company issued a 12-month Convertible Note for the sum
of $20,000 to RB Capital at 12%. Convertible at $.1. No beneficial conversion
was recognized as the conversion price was higher than the stock price.
--------------------------------------------------------------------------------
15
--------------------------------------------------------------------------------
On February 10, 2020, the company issued a 12-month Convertible Note for the sum
of $25,000 to RB Capital at 12%. Convertible at $.15. No beneficial conversion
was recognized as the conversion price was higher than the stock price.
On March 6, 2020, the company issued a 12-month Convertible Note for the sum of
$35,000 to LG Capital at 8%. Convertible at 60% of lowest of the prior 20 days
trading period. We recognized a derivative liability of $66,811, an original
debt discount of $35,000 and a loss on issuance of $31,811
As a result of the convertible notes we recognized the embedded derivative
liability on the date that the note was convertible. We also revalued the
remaining derivative liability on the outstanding note balance on the date of
the balance sheet. The inputs used were a weighted volatility of 255% to 262%
and a risk free discount rate of .15% to .42 The remaining derivative
liabilities valued using the level 3 inputs in the fair value hierarchy were:
The convertible notes have interest rates that range from 8% to 12% per annum
and default rates that range from 12% to 24% per annum. The maturity dates range
from six months to one year. The conversion rates range from 55% discount to the
market to 62% discount to the market.
For the three months ended March 31, 2020 the convertible notes had converted
into 12,433,402 shares of common stock and we recognized $500 in finance fees on
the conversions.
Outstanding Derivative Liabilities:
March 31, 2020 December 31, 2019
Derivative Liabilities on Convertible Loans:
Outstanding Balance $247,130 $729,308
NOTE - 9 COMMITMENTS
On June 14, 2019 the company signed a 6 month lease on a 8,000 sq. ft. facility
located in outer Goldendale and monthly lease cost is $2,000. The lease
converted to a month to month on December 14, 2019 at $2,000 per month. The
total lease payments for 2019 were $12,000.
ASB ASU 2016-02 "Leases (Topic 842)" - In February 2016, the FASB issued ASU
2016-02, which requires lessees to recognize almost all leases on their balance
sheet as a right-of-use asset and a lease liability. For income statement
purposes, the FASB retained a dual model, requiring leases to be classified as
either operating or finance. Classification will be based on criteria that are
largely similar to those applied in current lease accounting, but without
explicit bright lines. Lessor accounting is similar to the current model, but
has been updated to align with certain changes to the lessee model and the new
revenue recognition standard. This ASU is effective for fiscal years beginning
after December 15, 2018, including interim periods within those fiscal years. We
not have not adopted the above ASU as of January 1, 2019, as we have no long
term leases.
NOTE 10 - SUBSEQUENT EVENTS
Continued Operations Moving Forward
--------------------------------------------------------------------------------
16
--------------------------------------------------------------------------------
The Company's Quarter progression activities has brought its newly built
Manufacturing plant into the stage of full production readiness despite delays
caused by the COVID-19 crisis.
Adequate working capital has been secured to cover building materials for
construction and cover expenses including wages and salaries, marketing, IR
services and contingencies.
On April 7, 2020 we issued a Convertible Note for $15,000 to RB Capital. The
interest rate was 10% and convertible at a set rate of $0.05.
On June 5, 2020 we issued a Convertible Note for $20,000 to RB Capital. The
interest rate was 10% and convertible at a set rate of $0.10.
From April 1, 2020 thru the date of this filing, $35,379 of convertible notes
were converted into 14,589,623 shares of common stock and conversions increased
our Outstanding shares from 78,031,329 to 92,620,952.
In accordance with ASC 855, the Company has analyzed its operations subsequent
to March 31, 2020 through the date these financial statements were issued, and
has determined that it does not have any other material subsequent events to
disclose in these financial statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward Looking Statements
Readers of this discussion are advised that the discussion should be read in
conjunction with the financial statements of Registrant (including related notes
thereto) appearing elsewhere in this Form 10-Q. Certain statements in this
discussion may constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
reflect Registrant's current expectations regarding future results of
operations, economic performance, financial condition and achievements of
Registrant, and do not relate strictly to historical or current facts.
Registrant has tried, wherever possible, to identify these forward-looking
statements by using words such as "believe," "expect," "anticipate," "intend,"
"plan," "estimate" or words of similar meaning.
Although Registrant believes that the expectations reflected in such
forward-looking statements are based on reasonable assumptions, such statements
are subject to risks and uncertainties, which may cause the actual results to
differ materially from those anticipated in the forward-looking statements. Such
factors include, but are not limited to, the following: general economic and
business conditions, which will, among other things, affect demand for housing,
the availability of prospective buyers; adverse changes in Registrant's real
estate and construction market; including, among other things, competition with
other manufacturers, risks of real estate development and acquisitions;
governmental actions and initiatives; and environmental/safety requirements.
Results of Operations
As at March 31, 2020, the Company had not commenced manufacturing operations.
Therefore, there were no material operational changes from the last audited
financials of December 31, 2019.
--------------------------------------------------------------------------------
17
--------------------------------------------------------------------------------
During the three months ended March 31, 2020, the company was not operating as a
revenue producing manufacturer and, with allowances for Derivative allowances,
sustained losses of $882,344. These include regular expenses plus additional
expenses and sub contract labor that were necessary as the company went ahead
with Design Engineering and Fundraising activities.
Liquidity
We have had minimal operating activity since inception of the company in 2010.
Our 2020 short-term obligations are being covered by funding received from
convertible notes with a total value of $80,000 issued in 2020.
Net cash used in operating activities was $88,474 for the three months ended
March 31, 2020 compared to net cash used in operating activity of 54,152 for the
three months ended March 31, 2019.
Net cash used in investing activities was $3,690 in the three months ended March
31, 2020. Net cash Provided by in investing activities for the three months
ended March 31, 2019 was $775.
Net cash provided by financing activities was $78,000 in the three months ended
March 31, 2020. Net cash provided by financing activities in the three months
ended March 31, 2019 was 38,500.
As of March 31, 2020, the Company had inadequate cash to operate its business at
the current level for the next six months and to achieve its business goals. The
success of our business plan during and beyond the next 6 months will be
provided by additional loan financing of a minimum of $300,000.
Overview
Auscrete Corporation was formed as an enterprise to take advantage of
technologies developed for the construction of affordable, thermally efficient
and structurally superior housing. This "GREEN" product is the culmination of
design and development since the early 1980's. The current technology is the
amalgamation of various material stages of Company development, taking an idea
to a product and further developing that product to address an ongoing problem
in the world's largest marketplace, the quest for affordable, efficient and
enduring housing.
Auscrete's structures are monetarily very competitive. A turnkey house, ready to
move in sells for around $105 per square foot. That is very competitive in
today's market but is brought about by Auscrete's ability to manufacture large
panels in mass production format. The house is very quickly constructed on site
to produce an attractive and functional site-built home, a home that will stay
where it is put through all kinds of adverse weather and age conditions. It will
not burn, is not affected by insect infestation or rot, it saves extensively on
energy costs and has very low maintenance needs.
Financing
Auscrete Corporation, a Wyoming public company was incorporated on December 31,
2009 and initially became effective with the SEC for an IPO on August 16, 2012.
The IPO was never exercised and expired.
Subsequently the company had an S-1 become Effective on December 30, 2014. This
was not an Offering and not used for fundraising.
The company has been quoted on the OTCQB Bulletin Board under the symbol "ASCK"
since February 2019 and is DWAC registered.
--------------------------------------------------------------------------------
18
--------------------------------------------------------------------------------
Financial Statements in this document represent the full results of the company
during the three-month period to March 31, 2020. There are no "off balance
sheet" arrangements.
Marketing
Principal marketing efforts will be initially aimed at leveraging specific
contacts and relationships that have developed over the last 12 years since the
inception of the founders' pilot plant. The company has interviewed and chosen
an experienced sales person who will have the luxury of dealing with existing
contacts as well as the multitude of inquiries received every week.
Auscrete's product is also extremely suitable for the construction of commercial
and industrial structures. Company marketing will also explore the commercial
world for applications and it is believed that such construction will become a
large part of the company's future direction.
Operations Management
The Auscrete Team will comprise of a minimal tiered management structure that
enables control and knowledge to be firmly at the hands of senior management
ensuring rapid and simplified direct reporting to action.
Under control of the CEO will be marketing, manufacturing operations, design
architecture and engineering, administration and safety compliance.
Additionally, the Construction Manager will oversee Auscrete's own construction
activities as well as liaise with contractors and developers.
Operations
Design and Engineering will prepare new design concepts and adapt customer's
designs, either residential or commercial, to the Auscrete style of construction
as well as preparing all drawings for manufacturing on the production floor.
The construction manager will be responsible for liaising with contractors,
developers and other customers to ensure the satisfactory completion of their
contract. As well, the company will have its own construction division that will
not conflict with other contractors but will enable the company the ability to
carry out construction operations where no alternative exists. The construction
manager will also oversee these operations.
Future Strategy
Auscrete Corporation intends to position itself as a major supplier in the
affordable housing market. Housing is generally considered "affordable" when its
cost does not exceed 30 percent of the median family income in a given area. In
many parts of the country, housing costs have shown signs of adversely affecting
corporations, workers and local economies. Yet, still the availability of
affordable housing is becoming increasingly scarce.
The company is promoting a product that will not only make housing affordable
but also offers some luxuries as well, such as incorporated heat pump/air
conditioning units that would not be available in other houses at such
comparable pricing. By constructing with the Auscrete Building System, those
luxuries will result in lower cost utilities and a comfortable 'feel' to the
living environment, as can be achieved with a product offering excellent thermal
and soundproofing qualities as well as superb fire resistance.
Developers and contractors will offer the homes as complete ready constructed
site-built units on suitable land. They are NOT and will not be offered under
the banner of such categories as 'pre-
--------------------------------------------------------------------------------
19
--------------------------------------------------------------------------------
fabricated', 'modular" or 'factory built' homes. They are just plain good value
masonry homes built of a time proven product, concrete.
Although Auscrete can economically deliver whole house panel sets as far away as
New Mexico or Alberta, Canada, the Company will concentrate mostly on its home
markets here in the Northwest where future growth will be achieved by servicing
this fast-emerging market in this above average (for affordable housing)
evolving area.
The company plans on selling most of its output to developers, contractors and
builders who will purchase the complete set of wall, roof and interior panels
from Auscrete and use their own construction crews to construct the houses.
The Plant's specialized line equipment installation has been completed with end
line product fabrication meeting the Company's expectations in high construction
standards.
Housing construction planning is currently in a number of project stages. The
Company's Marketing efforts have recently diversified to also include designs of
small dwellings sometimes referred to as "Tiny Homes." These structures are 80
- 500 square feet housing units built to fill the gap in urban multi-unit
homeless transitional housing. This additional new venture in fabrication fits
well with Auscrete's overall model in concrete panel construction for housing
and commercial structures.
Auscrete has recently had considerable interest and meaningful conversations
with associates of the Veterans Administration in Washington State discussing
opportunities with the Company involving the "VA's Homeless Providers Grant"
program. This Governmental funding will finance the building of transitional
housing to homeless Veterans of the State.
Over the next few weeks, the Company will be manufacturing two current designs
of "Tiny Homes" which will include a 324 sq. ft. and 420 sq. ft. home which will
be used for a time as display units at two separate locations prior to delivery
to their customers.
The Company has also entered into recent discussions between its Marketing
division and a builder to furnish panels for another traditional medium size
home to be built 32 miles from Auscrete's plant in Washington State.
© Edgar Online, source Glimpses