|
AUSCRETE CORPORATION
|
|
|
STATEMENT OF CASH FLOWS
|
|
|
for the nine months ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
|
2020
|
|
|
OPERATING ACTIVITIES
|
|
|
Net Income (Loss)
|
|
$
|
(123,075
|
)
|
|
$
|
(1,344,620
|
)
|
|
Finance Costs
|
|
|
9,820
|
|
|
|
107,797
|
|
|
Depreciation
|
|
|
8,955
|
|
|
|
3,921
|
|
|
Gain on Debt forgiveness
|
|
|
(24,120
|
)
|
|
|
-
|
|
|
Change in other assets
|
|
|
(256
|
)
|
|
|
2,360
|
|
|
Change in Accounts Receivable
|
|
|
-
|
|
|
|
(13,000
|
)
|
|
Change in inventory
|
|
|
-
|
|
|
|
(4,097
|
)
|
|
Share Based expense
|
|
|
-
|
|
|
|
1,150,000
|
|
|
Change in Accounts Payable and Accrued Expenses
|
|
|
81,427
|
|
|
|
63,357
|
|
|
Change in Related Party Advances
|
|
|
-
|
|
|
|
(6,766
|
)
|
|
Change in Derivative and Note Discount
|
|
|
(203,470
|
)
|
|
|
(204,587
|
)
|
|
Net Cash Used by Operating Activities
|
|
|
(250,719
|
)
|
|
|
(245,635
|
)
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Purchase of Equipment
|
|
|
(918
|
)
|
|
|
(3,690
|
)
|
|
Net cash used by investing activities
|
|
|
(918
|
)
|
|
|
(3,690
|
)
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Bank overdraft
|
|
|
2,115
|
|
|
|
-
|
|
|
Proceeds from notes payable
|
|
|
235,000
|
|
|
|
234,000
|
|
|
Net cash provided by financing activities
|
|
|
237,115
|
|
|
|
234,000
|
|
|
NET INCREASE (DECREASE) IN CASH
|
|
|
(14,522
|
)
|
|
|
(15,325
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH AT BEGINNING OF PERIOD
|
|
|
14,591
|
|
|
|
15,634
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AT END OF PERIOD
|
|
$
|
69
|
|
|
$
|
309
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cashflow Information
|
|
|
|
|
|
|
|
|
|
Interest Paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Taxes Paid
|
|
$
|
-
|
|
|
$
|
-
|
|
The accompanying notes are an integral part of these financial statements
AUSCRETE CORPORATION
UNAUDITED NOTES TO FINANCIAL STATEMENTS
September 30, 2021
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
HISTORY
Auscrete Corporation (“the Company”) 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 company’s Registration Statement outlines the result of the amalgamation of various material development stages, 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 highly competitive. A turnkey house, ready to move in sells for around $100-110 per square foot. That is very low in today’s market but is brought about by Auscrete’s ability to manufacture large panels in mass production format. The house is virtually “fastened” together on site to produce an attractive 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 bugs, termites or rot, it saves extensively on energy costs and has very low maintenance needs.
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The summary of significant accounting policies of Auscrete Corporation is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity.
The financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The financial statements are presented in condensed format and should be read in conjunction with the audited financial statement on the form 10-K for the year ended December 31, 2020.
INCOME TAXES
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 year ended December 31, 2021 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.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist primarily of cash in banks and highly liquid investments with original maturities of 90 days or less. There were $(2,047) cash equivalents as of September 30, 2021, and $14,591 as of December 31, 2020.
Fair Value Measurements
The Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:
Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets.
Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.
Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use.
The Company’s financial instruments consist of cash, prepaid expenses, inventory, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, prepaid expenses, investments, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments.
The Company’s derivative liabilities have been valued as Level 3 instruments.
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of convertible notes derivative liability - September 30, 2021
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
137,594
|
|
|
$
|
137,594
|
|
Fair value of convertible notes derivative liability - September 30, 2021
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of convertible notes derivative liability - December 31, 2020
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
389,953
|
|
|
$
|
389,953
|
|
Fair value of convertible notes derivative liability - December 31, 2020
REVENUE RECOGNITION POLICY
The Company recognizes revenue under ASU No. 2014-09, ”Revenue from Contracts with Customers (Topic 606),” (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle:
• Identify the contract with the customer
• Identify the performance obligations in the contract
• Determine the transaction price
• Allocate the transaction price to the performance obligations in the contract
• Recognize revenue when the company satisfies a performance obligation
For the three months ended September 30, 2021, our revenue was $0.
COST OF SALES
Amounts that will be recorded as cost of sales relate to direct expenses incurred in order to fulfill orders of our products. Such costs are recorded as incurred. Our cost of sales will consist primarily of the cost of product; labor, selling costs and the cost of G&A expenses.
PROPERTY AND EQUIPMENT
Property and Equipment was stated at historical cost less Accumulated depreciation and amortization. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use.
Depreciation is provided on a straight-line basis over the assets’ estimated useful lives. The useful lives of the assets are as follows: equipment 7-years, vehicles 7-years, and buildings 30-years. Additions and improvements are capitalized while routine repairs and maintenance are charged to expense as incurred. Upon sale or disposition, the historically recorded asset cost and Accumulated depreciation are removed from the Accounts and the net amount less proceeds from disposal is charged or credited to other income or expense.
IMPAIRMENT OF LONG-LIVED ASSETS
We evaluate long-lived assets for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate their net book value may not be recoverable. When these events occur, we compare the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There can be no assurance, however, that market conditions will not change or demand for the Company’s products will continue. Either of these could result in the future impairment of long-lived assets. Estimates of fair value are determined through various techniques, including discounted cash flow models and market approaches, as considered necessary.
LOSS PER COMMON SHARE
Basic loss per common share is computed based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share consists of the weighted average number of common shares outstanding plus the dilutive effects of options and warrants calculated using the treasury stock method. In loss periods, dilutive common equivalent shares are excluded as the effect would be anti-dilutive. It is estimated that the Company will issue approximately 22,700,000 as a result of conversion of notes. The company also has 2,000,000 in outstanding common stock warrants. Included in the three-month period ending September 30, 2021, all calculations reflect the effects of the 40 to 1 reverse stock split done on February 22, 2020. Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive.
RECLASSIFICATION
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, or stockholders’ equity as previously reported.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally Accepted Accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure 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 estimates and assumptions.
EMERGING GROWTH COMPANY
The Company qualifies as an Emerging Growth Company, thus takes advantage of the 1-year deferral period for the adoption of all new accounting standards updates.
NOTE 2 - GOING CONCERN AND PLAN OF OPERATION
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 $10,169,053 as of September 30, 2021 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. 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.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Update 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This was issued in August of 2020 and will become effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We are in the process of evaluating the impact to the company.
NOTE 4 - RELATED PARTY TRANSACTIONS
Though the company has established banking credit cards to assist with the normal everyday purchases and payments of corporate needs such as utilities etc., The CEO and other involved parties often use their own cards for this purpose and, to represent this, the company has a continuous Related Party Advances section in its financial statements. This is adjusted typically at the end of each reporting period.
As of September 30, 2021, and December 31, 2020, the balance owed to John Sprovieri was $0 and $0 respectively.
NOTE 5 - PROPERTY, INVENTORY AND EQUIPMENT
Notes to Inventory Type and Value:
Inventory consists of Finished Product and 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 is based on the cost of purchase from a non-related supplier. As of September 30, 2021 and December 31, 2020 the inventory value was $6,197 and $6,197 respectively.
Property and Equipment at September 30, 2021 were comprised of the following at:
|
|
|
September 30,
2021
|
|
|
December 31,
2020
|
|
|
Capital Equipment
|
|
$
|
79,631
|
|
|
$
|
79,631
|
|
|
Vehicles
|
|
7264
|
|
|
|
6,344
|
|
|
Accumulated Depreciation
|
|
|
(42,798
|
)
|
|
|
(34,767
|
)
|
|
Net Fixed Assets
|
|
$
|
44097
|
|
|
$
|
51,208
|
|
Depreciation expense for the three months ended September 30, 2021 and 2020 was $2,985 and $1,307 respectively.
Depreciation expense for the nine months ended September 30, 2021 and 2020 was $8,955 and $3,921 respectively.
NOTE 6 - EQUITY
Common Stock:
During the Period January 1, 2020 to December 31, 2020, the Company issued 1,788,703 shares for convertible note conversions.
During the Period January 1, 2021 to September 30, 2021, the Company issued 130,409 shares for convertible note conversions.
On February 22 of 2021 the company performed a 40 for 1 reverse stock split. All share amounts have been adjusted retroactively to reflect the split and adjustments have been made to reflect the par value and adjusted to additional paid in capital.
The following table is a list of the foremost 6 shareholders of the Company as of December 31, 2020.
|
NAME ADDRESS
|
|
Number of Shares
|
|
|
|
|
|
|
|
1. John Sprovieri PO Box 813, Rufus, OR 97050
|
|
|
1,016,901
|
|
|
2. CEDE & Company 570 Washington Blvd. 5th. Floor, Jersey City, NJ 07310
|
|
|
2,084,557
|
|
|
3. Kathleen D Jett PO Box 846, 618 W. First Street, Rufus, OR 97050.
|
|
|
150,625
|
|
|
4. Kimberly Grimm 15011 SE Mt Royale Ct. Milwaukie, OR 97267.
|
|
|
81,878
|
|
|
5. E. Lee Odom Jr.7011 Park Green Drive Arlington, TX 76001.
|
|
|
27,814
|
|
|
6. William S Beers PO Box 825, Rufus, OR 97058
|
|
|
2,500
|
|
Warrants
On May 28, 2019 we issued 2,000,000 in cashless warrants in connection with the issuance of the convertible promissory note dated May 29, 2019 with Crown Bridge Partners, LLC in the amount of $27,500.
|
|
|
|
|
Warrants - Common Share Equivalents
|
|
|
Weighted Average Exercise price
|
|
|
Warrants exercisable - Common Share Equivalents
|
|
|
Weighted Average Exercise price
|
|
|
Outstanding December 31, 2019
|
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
Additions
|
|
Granted
|
|
|
2,000,000
|
|
|
|
0.30
|
|
|
|
2,000,000.00
|
|
|
|
0.30
|
|
|
Expired
|
|
Expired
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
Excercised
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Outstanding December 31, 2020
|
|
|
|
|
2,000,000
|
|
|
$
|
0.30
|
|
|
|
2,000,000
|
|
|
$
|
0.30
|
|
|
Additions
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
Expired
|
|
Expired
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
Excercised
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Outstanding September 30, 2021
|
|
|
|
|
2,000,000
|
|
|
$
|
0.30
|
|
|
|
2,000,000
|
|
|
$
|
0.30
|
|
The warrants contained a downround feature that were triggered during 2020, and the result $12,600 of deemed dividend recognized as a result.
NOTE 7 - INCOME TAXES
We currently have no current tax liability, as we have had limited revenue and incurred 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, 2019. The Company will compute its income tax expense for the year ended December 31, 2021 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.
During the Period January 1, 2020 to December 31, 2020 there were 1,250,000 shares issued to these individuals to recompense post-split roll back numbers issued for service compensation to the Company. As a result the company recognized a share based expense of $1,150,000. This amount was eliminated from the net operating loss carry forward
As of September 30, 2021, we had a net operating loss carry-forward of approximately $10,169,053 and a deferred tax asset of approximately $1,894,001 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years for 2020 and prior and post 2018 are indefinite.
However, due to the uncertainty of future events, we have booked valuation allowance of $(1,894,001). 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 December 31, 2020, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.
|
|
|
September 30,
2021
|
|
|
December 31,
2020
|
|
|
Deferred Tax Asset
|
|
$
|
1,894,071
|
|
|
$
|
1,868,155
|
|
|
Valuation Allowance
|
|
|
(1,894,071
|
)
|
|
|
(1,868,155
|
)
|
|
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 February 2, 2018, the company issued a 12-month Convertible Note for the sum of $200,000 to RB Capital at 12%. Convertible at $.004. No beneficial conversion was recognized as the conversion price was higher than the stock price.
On 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 $10,000to 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 January 13, 2020, the company issued a 12-month Convertible Note for the sum of $20,000 to RB Capital at 10%. Convertible at $.10. No beneficial conversion was recognized as the conversion price was higher than the stock price.
On February 10, 2020, the company issued a 12-month Convertible Note for the sum of $25,000 to RB Capital at 10%. Convertible at $.15. No beneficial conversion was recognized as the conversion price was higher than the stock price.
On April 7, 2020, the company issued a 12-month Convertible Note for the sum of $15,000 to RB Capital at 10%. Convertible at $.05. No beneficial conversion was recognized as the conversion price was higher than the stock price.
On June 5, 2020, the company issued a 12-month Convertible Note for the sum of $20,000 to RB Capital at 10%. Convertible at $.10. No beneficial conversion was recognized as the conversion price was higher than the stock price.
On June 25, 2020, the company issued a 12-month Convertible Note for the sum of $30,000 to Shmeul Rotbard at 8%. Convertible at $.008. No beneficial conversion was recognized as the conversion price was higher than the stock price.
On July 23, 2020, the company issued a 12-month Convertible Note for the sum of $15,000 to RB Capital at 10%. Convertible at $.05. No beneficial conversion was recognized as the conversion price was higher than the stock price.
On August 17, 2020, the company issued a 12-month Convertible Note for the sum of $50,000 to RB Capital at 10%. Convertible at $.05. No beneficial conversion was recognized as the conversion price was higher than the stock price.
On November 10, 2020, the company issued a 12-month Convertible Note for the sum of $25,000 to RB Capital at 10%. Convertible at $.01. No beneficial conversion was recognized as the conversion price was higher than the stock price.
On December 14, 2020, the company issued a 12-month Convertible Note for the sum of $45,000 to RB Capital at 10%. Convertible at $.01. No beneficial conversion was recognized as the conversion price was higher than the stock price.
On January 29, 2021, the company issued a 12-month Convertible Note for the sum of $35,000 to RB Capital at 10%. Convertible at $.01. No beneficial conversion was recognized as the conversion price was higher than the stock price.
On March 16, 2021, the company issued a 12-month Convertible Note for the sum of $50,000 to RB Capital at 10%. Convertible at $.20. No beneficial conversion was recognized as the conversion price was higher than the stock price.
On May 10, 2021, the company issued a 12-month Convertible Note for the sum of $50,000 to RB Capital at 10%. Convertible at $.20. No beneficial conversion was recognized as the conversion price was higher than the stock price.
On July 6, 2021, the company issued a 12-month Convertible Note for the sum of $50,000 to RB Capital at 10%. Convertible at $.10. No beneficial conversion was recognized as the conversion price was higher than the stock price.
On August 16, 2021, the company issued a 12-month Convertible Note for the sum of $50,000 to RB Capital at 10%. Convertible at $.10. No beneficial conversion was recognized as the conversion price was higher than the stock price.
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 212% and a risk-free discount rate of .09%
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. As of September 30, 2021, there were twenty-one convertible notes outstanding,
The remaining derivative liabilities valued using the level 3 inputs in the fair value hierarchy were:
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September 30,
2021
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December 31,
2020
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Derivative Liabilities on Convertible Loans:
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Outstanding Balance
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137,594
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389,953
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NOTE 9 - COMMITMENTS
The company maintains a month-to-month lease agreement on a 8,000 sq. ft. facility located in outer Goldendale and monthly lease cost is $2,000. The total lease payments for the nine months ended September 30, 2021 were $18,000.
As of September 30, 2021 the company has not remitted all of the backup withholdings, which could result in material trust-fund penalties from the internal revenue service.
NOTE 10 - SUBSEQUENT EVENTS
In accordance with ASC 855, the Company has analyzed its operations subsequent to September 30, 2021 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
During the three-month period ending September 30, 2021 the Company had resumed its operations after a pause in its manufacturing operations due to COVID-19 constraints during the first Quarter of 2021. Since then, the Company has hired an additional (3) employees to better support an increase in production efforts.
Recently completed was building site foundation work and manufacturing of all construction panels and purchase of all doors, windows and interior fixtures for a contracted 420 sq. ft. “Tiny Home” design. This model home has been sold to a Real Estate developer whose plans include use of for a time as a display unit on a local building site. This construction project introduced through an extensive area marketing effort have brought inquiries from many interested buyers attracted to building similar homes in the area.
Additionally, this quarter the company has entered into an agreement to build two 1,500 square foot homes in the North Western part of Washington State. The building plan design phase is near completion and a goal of beginning site construction work is set for early Spring of 2022.
There were no material operational changes from the last financials of June 30, 2021. Revenue for the nine and six months ended September 30, 2021 and June 30, 2021 was $0 and $0 respectively.
The three-month Quarter ending September 30,2021 resulted in the issuance of (2) convertible notes for $50,000 each totaling $100,000
Net cash used in operating activities was $249,522 for the nine months ended September 30, 2021 compared to net cash used in operating activity of $245,635 for the same period in 2020.
Net cash used in investing activities was $0 in the nine months ended September 30, 2021, compared to net cash used in investing activity of ($3,690) for the same period in 2020.
Net cash provided by financing activities was $235,000 for the nine months ended September 30, 2021, compared to $234,000 for same period in 2020.
We have had minimal operating activity since inception of the company in 2010. Our 2021 short-term obligations are being covered by funding received from convertible notes. with a total value of $235,000 issued in 2021.
As of September 30, 2021, the Company had inadequate cash to operate its business at the current level for the next three months and to achieve its business goals. The success of our business plan during and beyond the next three 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.
Financial Statements in this document represent the full results of the company during the nine-month period to September 30, 2021. 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-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. The Company has made further equipment purchases to support its machine shop which will allow it to build additional much needed casting tables amongst other production plant assets.
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.