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
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
years. We are in the process of evaluating the impact to the company.
9
Table of Contents
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
Sprovieri
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
inventory value was
Property and Equipment at
September 30, December 31,
2022 2021
Capital Equipment $ 80,554 $ 80,554
Vehicles 6,344 6,344
Accumulated Depreciation (55,661 ) (46,705 )
Net Fixed Assets $ 31,237 $ 40,193
Depreciation expense for the three months ended
Depreciation expense for the nine months ended
NOTE 6 - EQUITY Common Stock:
During the Period
issued 1,882,899 shares for convertible note conversions.
On
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 ofSeptember 30, 2022 . NAME ADDRESS Number of Shares 1. John Sprovieri PO Box 813,Rufus, OR 97050 40,675,897
2.
City, NJ
2,084,557
3. Kathleen D Jett PO Box 846,
97050.
6,025,352 4.Kimberly Grimm 15011 SE Mt Royale Ct.Milwaukie, OR 97267. 3,275,120 5.Michael Young 4405 H'way 30,The Dalles, OR. . 1,100,000 6. William S Beers PO Box 825,Rufus, OR 97058 1,110,200 10 Table of Contents Warrants
On
issuance of the convertible promissory note dated
Partners, LLC
Weighted Warrants Weighted
Warrants - Average exercisable - Average
Common Share Exercise Common Share Exercise
Equivalents price Equivalents price
Outstanding December 31,
2020 - $ - - $ -
Additions
Granted 2,000,000 0.30 2,000,000.00 0.30
Expired - - -
Exercised - - - -
Outstanding December 31,
2021 2,000,000 $ 0.30 2,000,000 $ 0.30
Additions
Granted - - -
Expired (2,000,000 ) - (2,000,000 )
Exercised - - - -
Outstanding September
30, 2022 - $ - - $ -
The warrants contained a down round feature that were triggered during 2020, and
the result
NOTE 7 - INCOME TAXES
We currently have no current tax liability, as we have had limited revenue and
incurred losses since inception.
On
“Tax Act”) was enacted. Among the significant changes to the
Revenue Code, the Tax Act lowers the
(“Federal Tax Rate”) from 35% to 21% effective
compute its income tax expense for the year ended
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
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
eliminated from the net operating loss carry forward
During the Period
were 53,238,652 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
eliminated from the net operating loss carry forward
As of
approximately $(9,379,827 and a deferred tax asset of approximately
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
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
31, 2021
disclosure under FASB ASC 740.
11
Table of Contents
September 30, December 31,
2022 2021
Deferred Tax Asset $ 1,969,764 $ 1,948,124
Valuation Allowance (1,969,764 ) (1,948,424 )
Deferred Tax Asset (net) $ - $ -
The Company is subject to tax in the
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
Accounting principles.
NOTE 8 – NOTES PAYABLE AND DERIVATIVE LIABILITIES
On
was recognized as the conversion price was higher than the stock price.
On
of
lowest trading prices during the prior 15 day trading period. We recognized a
derivative liability in the amount of
On
of
lowest trading prices during the prior 15 day trading period. We recognized a
derivative liability in the amount of
On
the consolidation of (21) previous Notes which have a total of 1,050,000,
inclusive of accrued interest. These (21) Notes have various dates ranging from
12
Table of Contents
On
recognized as the conversion price was higher than the stock price.
On
sum of
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 286% and a
risk-free discount rate of 2.44%
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
twenty-three convertible notes outstanding,
The remaining derivative liabilities valued using the level 3 inputs in the fair
value hierarchy were:
September 30, December 31,
2022 2021
Derivative Liabilities on Convertible Loans:
Outstanding Balance 113,948 295,306
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
lease payments for the three and nine months ended
As of
withholdings, which could result in material trust-fund penalties from the
internal revenue service.
NOTE 10 - SUBSEQUENT EVENTS
Subsequent to
line of credit from
In accordance with ASC 855, the Company has analyzed its operations subsequent
to
and has determined that there were no material subsequent events to disclose in
these financial statements, other than referenced above.
13
Table of Contents
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-
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
There were no material operational changes from the last financials of
31, 2021
2021 was
Net cash used in operating activities was
for the same period in 2021.
Net cash used in investing activities was
30, 2022
period in 2021.
Net cash provided by financing activities was
We have had minimal operating activity since inception of the company in 2010.
Our 2022 short-term obligations are being covered by funding received from
convertible notes. with a total value of
As of
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
Overview
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.
move in sells for around
today’s market but is brought about by
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
2009
The IPO was never exercised and expired.
Subsequently the company had an S-1 become Effective on
was not an Offering and not used for fundraising.
14
Table of Contents
The company has been quoted on the OTCQB Bulletin Board under the symbol “ASCK”
since
Financial Statements in this document represent the full results of the company
during the nine month period to
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.
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
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
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
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
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
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.
15
Table of Contents
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 “
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
commercial structures.
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