|EX-32 - EXHIBIT 32.1 - AUSCRETE Corp||Exhibit-32.1_2013.htm|
|EX-31 - EXHIBIT 31.1 - AUSCRETE Corp||Exhibit-31.1_2013.htm|
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
|x||ANNUAL REPORT PURSANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
|For the fiscal year ended December 31, 2013|
|o||TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
|For the transition period from __________ to __________|
Commission File Number: 001-35923
(Exact name of registrant as specified in its charter)
|(State of Incorporation)||(IRS Employer ID Number)|
504 East First St. P.O. Box 847 Rufus, OR 97050
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code (541) 739-8298
Title of Each Class
Name of Each Exchange on Which Registered
Common Stock, $0.30 par value
Not yet listed
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x yes o no
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o yes x no
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
|Large accelerated filer o||Accelerated filer o|
|Non-accelerated filer o||Smaller reporting company x|
|(Do not check if a smaller reporting company)|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o yes x no
APPLICABLE TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o yes o no
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock. As of the 31st December, 2013 is 1,743,500 shares.
(A Development Stage Company)
DECEMBER 31, 2013
TABLE OF CONTENTS
|Item 1 - Business||2|
|Item 1A - Risk Factors||3|
|Item 2 - Properties||3|
|Item 3 - Legal Proceedings||3|
|Item 4 - Mine Safety Disclosures||3|
|Item 5 - Market for Registrant's Common Equity, related Stockholder Matters and Issuer Purchases of Equity Securities||4|
|Item 6 - Selected Financial Data||4|
|Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations||4|
|Item 8 - Financial Statements and Supplementary Data||5|
|Report of Independent Registered Public Accounting Firm||6|
|Balance Sheet as at December 31, 2013 and 2012||7|
|Statement of Income for the period ended December 31, 2013 and 2012||8|
|Statement of Stockholders Equity for the period ended December 31, 2013 and 2012||9|
|Statement of Cash Flows for the period ended December 31, 2013 and 2012||10|
|Notes to Financial Statements||11|
|Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure||14|
|Item 9A - Controls and Procedures||14|
|Item 9B - Other Information||14|
|Item 1 - Directors, Executive Officers and Corporate Governance||15|
|Item 2 - Executive Compensation||17|
|Item 3 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters||17|
|Item 4 - Certain Relationships and Related Transactions, and Director Independence||17|
|Item 5 - Principal Accounting Fees and Services||17|
|Item 6 - Exhibits - Exhibit 31.1 and 32.1||Attached|
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.
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 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 $90-95 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 termites or rot, it saves extensively on energy costs, has extreme longevity and has very low maintenance needs.
Founder's Development Activities to Date
Auscrete's CEO and founder, John Sprovieri, possessed certain proprietary technology in cellular lightweight concrete manufacturing that has been assigned to the corporation. He has applied his engineering and marketing expertise to develop and promote products under the product name, Auscrete Cellular Concrete ("ACC"). ACC is the culmination of the refinements made to a technology developed in Australia in the mid 1980's. The Australian product has been used in many parts of the world in construction, and John has further developed it in the US by creating a thermally efficient building system. The process enables infusion of millions of tiny air bubbles into a special inert concrete mix enabling the creation of a lightweight product without sacrificing strength or structural integrity. Since commencing re-development of the basic technology almost nine years ago, John has refined and modified the basic ACC formula utilizing various bubble producing machines to produce the product currently usable in Auscrete"s building construction.
A number of specialized machines have been fabricated for the manufacturing of ACC including machinery that can produce various sized bubbles, hydraulically operated casting beds, concrete batching plant, materials handling equipment, specialized finishing machines and a "Hot Box" materials thermal testing cabinet that gives thermal "R" ratings of materials to ASTM specifications. Additionally, many sample panels have been produced for testing and for the construction of structures. At the outset and putting the ACC technology to practical use, Mr. Sprovieri produced a multi user rest room facility for the city park in Wasco, Oregon four years ago. The construction of the restroom facility provided valuable feedback which helped Mr. Sprovieri refine the manufacturing and construction process. Since then there have been other development structures including a 2,500 sq. ft. prototype home and a control building for the Wind Turbine Power industry.
The current pilot plant facility is a previous service station leased from the city. The outer driveway and back areas serve as the foundation for the two major casting tables, panel storage and concrete batching plant, with its 35-ton capacity cement silo. The office is the service station office and the mechanical workshop serves as the fabrication area for the manufacture of rebar cage frames. The plant is able to produce up to 6 wall panels per week from the large casting beds, based on the capacity of the current equipment.
Future StrategyAuscrete 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 optional heat pump air conditioning that would not be available in other houses at such comparable pricing. By constructing with the Auscrete aerated concrete 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 will not be offered under the banner of such categories as 'pre-fabricated' or 'factory built' homes. They are just plain good value masonry homes built of a time proven product, concrete. The company is establishing its expanded operations and manufacturing facility in the Industrial Estate area of Rufus, Oregon. Rufus is a small city about 110 miles east of Portland. Construction of phase 1 of the plant should take 5-6 months. The advantage of Rufus is it is located on 2 main highways, I-84 east/west and I-97 north/south. The location will help considerably with the delivery of the pre-cast panels initially to the Northwest area and will also simplify the delivery of raw materials to the facility. It is anticipated that in the initial year the company will be able to produce enough panel sets for the construction of over 30 homes.
Auscrete can economically deliver whole house panel sets as far away as Arizona or Alberta, Canada. However, with a planned future facility to be set up in Central California, further efficiencies will be achieved by servicing a fast emerging market in this above average (for affordable housing) growth area. Additionally, a plant in Central California could quite easily address the Arizona market once the market recovery in that area has taken effect. 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 crew to complete the house.
Auscrete Corporation is beyond Research and Development. Its cellular concrete construction products are time tested and proven to produce results. The expansion of operations is only dependent upon financing and the company can produce completed and chargeable goods within days of commencement with its fully equipped and at ready pilot plant. This puts the company in an excellent position, particularly given the fact that there are orders for goods to be worked on immediately.
Not required for smaller reporting companies.
All statements other than statements of historical fact included in "Management's Discussion and Analysis of Financial Condition and Results of Operations" are forward-looking statements. Forward-looking statements involve various important assumptions, risks, uncertainties and other factors which could cause our actual results to differ materially from those expressed in such forward-looking statements. Forward-looking statements in this discussion can be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "plan," "intend," "may," "should" or the negative of these terms or similar expressions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievement. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors including but not limited to, competitive factors and pricing pressures, changes in legal and regulatory requirements, cancellation or deferral of customer orders, technological change or difficulties, difficulties in the timely development of new products, difficulties in manufacturing, commercialization and trade difficulties and general economic conditions as well as the factors set forth in our public filings with the Securities and Exchange Commission.
You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Annual Report or the date of any document incorporated by reference, in this Annual Report. We are under no obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934.
Results of Operations
Comparison of the fiscal year ended December 31, 2013 to the fiscal year ended December 31, 2012
We had a net loss of $17,411 for the year ended December 31, 2013 compared to a net loss of $140,192 for the year ended December 31, 2012. The change is explained below.
Impairment expense: Impairment expenses increased $130,933 from $0 in the fiscal year 2011 to $130,933 in fiscal year 2012 primarily due to the Company generating no revenue to date which adversely impacts the recoverability of the property and equipment. Therefore, their assets are impaired as of December 31, 2012 resulting in a charge against the statement of operations in 2012. There were no further impairment expenses at December 31, 2013
Liquidity and Capital Resources
We have had minimal operating activity since commencing operations in 2010 and will now rely upon loans from related parties as funding sources since we can no longer expect to meet our short-term obligations.
Net cash provided by operating activities was $0 and net cash used was $9,259 in the years ended December 31, 2013 and 2012, respectively.
Net cash used in investing activities was $0 in the years ended December 31, 2013 and 2012, respectively.
Net cash used in financing activities was $0 in the years ended December 31, 2013 and 2012, respectively.
As of December 31, 2013, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.
Auscrete Corporation, currently an unlisted Wyoming public company was incorporated on December 31, 2009 and became effective with the SEC on August 16, 2012. It was established to finance an expansion of a current pilot facility operated by the founders in Rufus, OR. The company has engaged the services of a registered broker-dealer and market maker, to apply with the Financial Industry Regulatory Authority to have the common stock eligible for quotation on the OTC Bulletin Board and to act as Market Maker.
The Company will execute its Initial Public Offering as a "penny stock" at $0.30 per share to raise $3 million. These funds will enable the Company to construct a factory campus on the Rufus, Oregon Industrial Estate to meet the commencement and ongoing financial needs of the Company. The Directors have discussed equity financing with many investment groups and have indications of good support once the company is listed. All interim funds necessary to continue the company's very limited financing operations will be provided by the Directors as a loan to the company.
While not assured, significant interest in the Offering has been received and the Directors have committed to financially supporting the company to this end. However, should the Offering not be successful, the corporation will subsequently close down. The Directors will be unable to invest sufficient funds for the commencement and continuation of manufacturing activities.
Use of FundsThe company has secured a little over 10 acres of land on the Rufus Industrial Estate. Initially it will cost $270,000 to purchase and develop the land. 2 buildings will be constructed initially, 1 at 20,000 and 1 at 12,000 sq. ft. The cost of supply and erection of these buildings will be $ 295,000. Plant & Equipment, which comprises concrete mixers and cement and sand handling equipment, fork lifts, casting tables and specialized equipment, will cost $ 355,000 and Shop Equipment will be $80,000. The balance of around $2 million will be used for working capital and expenses including wages and salaries, marketing and other working capital and reserves.
Principal marketing efforts will be initially aimed at leveraging specific contacts and relationships that have developed over the last 6 years since the inception of the founders pilot plant. It is intended to take an experienced sales person on board who will have the luxury of dealing with existing contracts and contacts.
At this point in time, the company has available contracts for the immediate supply of 5 houses and other structures (apartment block etc.) valued at over $800,000 but also has available letters of intent from a developer and from a contractor to supply some 130 plus houses to their housing estates over the next few years. Delivery will be paced at the rate of sales but is expected to be in excess of 30 units per year.Auscrete's product is also extremely suitable for the construction of commercial and industrial structures. Company marketing will explore the commercial world for applications and it is believed that such construction will become a large part of the company's future direction.
The company is projecting first year sales of $ 4.5 million escalating from there once the new campus is up and running. At that rate, there is already some 3+ years of sales at hand. The typical structure will be a home in the 1,100 - 1,500 sq. ft. range that will sell to the contractor or developer for around $110-200,000. Obviously, the company will look to increase output to meet the demand and expects to do this through internal financing. The typical margin is around 20% and the company does not expect to incur first year losses. The existing pilot facility can manage output (although at a considerable lesser rate than projections for the new plant) until the new campus facility is complete and has commenced operations.
The company has no exposure at this time.
|Report of Independent Registered Public Accounting Firm||6|
|Balance Sheets as of December 31, 2013 and 2012||7|
|Statements of Operations for the years ended December 31, 2013 and 2012 and for the period from January 1, 2010 (Inception) to December 31, 2013||8|
|Statement of Changes in Stockholders' Equity for the Period from January 1, 2010 (Inception) to December 31, 2013||9|
|Statements of Cash Flows for the years ended December 31, 2013 and 2012 and for the period from January 1, 2010 (Inception) to December 31, 2013||10|
|Notes to Financial Statements||11-14|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
These Financial Statements are interim statements awaiting completion of the Audit. It is expected that the Audited version will be available within a week of this submission and will be submitted on Form 10-K/A
|(A DEVELOPMENT STAGE COMPANY)|
|DECEMBER 31,||DECEMBER 31,|
|TOTAL CURRENT ASSETS||10||10|
|Property and Equipment, net||-||-|
|LIABILITIES AND STOCKHOLDERS' EQUITY|
|TOTAL CURRENT LIABILITIES||$||17,411||$||-|
|Common Stock, no par value, authorized 500,000,000 shares|
|1,743,500 shares issued and outstanding as of December 31, 2012 and 2011|
|Additional paid-in capital||348,700||348,700|
|Accumulated deficit during the development stage||(366,101||)||(348,690||)|
|TOTAL STOCKHOLDERS' EQUITY||(17,401||)||10|
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY||$||10||$||10|
The accompanying notes are an integral part of these financial statements
|STATEMENTS OF OPERATIONS|
|(A DEVELOPMENT STAGE COMPANY)|
|FOR THE PERIOD|
|YEAR||YEAR||FROM JANUARY 1, 2010|
|DECEMBER 31, 2013||DECEMBER 31, 2012||TO DECEMBER 31, 2013|
|Accounting and Legal|| ||17,411||9,259||26,670|
|Depreciation expense|| ||-||-||4,067|
|NET LOSS||$||(17,411||) $||(140,192||) $||(366,070||)|
|NET LOSS PER COMMON SHARE - BASIC & DILUTED||$||(0.01||)||(0.08||)|
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES|
|OUTSTANDING - BASIC & DILUTED||1,743,500||1,743,500|
The accompanying notes are an integral part of these financial statements
|STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY|
|(A DEVELOPMENT STAGE COMPANY)|
|BALANCE, JANUARY 1, 2010 (INCEPTION)||-||$||-||$||-||$||-||$||-|
|Issuance of founder shares||925,000||-||185,000||-||185,000|
|Common stock issued for cash||46,500||-||9,300||-||9,300|
|Common stock issued for services||97,000||-||19,400||-||19,400|
|BALANCE, DECEMBER 31, 2010||1,068,000||$||-||$||213,700||$||(204,432||) $||9,269|
|Issuance of common stock for asset purchase||675,000||-||135,000||-||135,000|
|BALANCE, DECEMBER 31, 2011||1,743,500||$||-||$||348,700||$||(208,499||)||140,202|
|BALANCE, DECEMBER 31, 2012||1,743,500||$||-||$||348,700||$||(348,691||) $||10|
|BALANCE, DECEMBER 31, 2013||1,743,500||$||-||$||348,700||$||(366,102||) $||(-17,401||)|
The accompanying notes are an integral part of these financial statements
|STATEMENT OF CASH FLOWS|
|(A DEVELOPMENT STAGE COMPANY)|
|FOR THE PERIOD|
|YEAR||YEAR||FROM JANUARY 1, 2010|
|DECEMBER 31, 2013||DECEMBER 31, 2012||TO DECEMBER 31, 2013|
|Net Loss||$||(17,411||) $||(140,192||) $||(366,102||)|
|Non-cash organization costs||-||-||204,400|
|Net cash used in operating activities||-||9,259||(9,259||)|
|Net cash used for investing activities||-||-|
|Common stock issuance||-||-||9,269|
|Net cash provided by financing activities||-||-||9,269|
|NET DECREASE IN CASH||-||(9,259||)||9,259|
|CASH AT BEGINNING OF PERIOD||10||9,269||9,269|
|CASH AT END OF PERIOD||$||10||$||10||10|
The accompanying notes are an integral part of these financial statements
NOTES TO FINANCIAL STATEMENTS
(A Development Stage Company)
DECEMBER 31, 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 $90-95 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.
DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined by the Financial Accounting Standards Board's Accounting Standards Codification Topic 915 related to Development Stage Entities. The Company qualifies as a development stage company as it has not generated significant revenues. All losses accumulated since inception have been considered as part of the Company's development stage activities.
The Company follows the guidance of the Financial Accounting Standards Board's Accounting Standards Codification Topic 740 related to Income Taxes. According to Topic 740, deferred income taxes are recorded to reflect the tax consequences in future years of temporary differences between the tax basis of the assets and liabilities and their financial amounts at year-end.
For federal income tax purposes, substantially all expenses incurred prior to the commencement of operations must be deferred and then they may be written off over a 180-month period. Tax deductible losses can be carried forward for 20 years until utilized for federal tax purposes. The Company will provide a valuation allowance in the full amount of the deferred tax assets since there is no assurance of future taxable income.
The Company utilizes the Financial Accounting Standards Board's Accounting Standards Codification Topic 740 related to Income Taxes to account for the uncertainty in income taxes. Topic 740 for Income Taxes clarifies the accounting for uncertainty in income taxes by prescribing rules for recognition, measurement and classification in financial statements of tax positions taken or expected to be in a tax return. Further, it prescribes a two-step process for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement classification and disclosure. The Company's policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has no uncertain tax positions or related interest or penalties requiring accrual at December 31, 2013 and 2012.
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 are no cash equivalents as of December 31, 2013 and 2012.
REVENUE RECOGNITION POLICY
The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Revenue from licensing our technology is recognized over the term of the license agreement. Costs and expenses are recognized during the period in which they are incurred. Revenues earned for the period includes sales of our Cellular Concrete housing . The Company recognizes these sales once delivery time is confirmed to the customer.
COST OF SALES
Amounts 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 consists primarily of the cost of product; labor, selling costs and the cost of G&A expenses.
PROPERTY AND EQUIPMENT
Property and Equipment are 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. As a result of this evaluation, an asset impairment change, which resulted in the reduction of the carrying amount of certain equipment, vehicle and property of $0 in 2013 and $130,933 in 2012. (See Note 4 for further discussion.)
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.
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.
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 operations to date, and still meets the requirements of a development stage company. The Company has an accumulated deficit of $366,102 as of December 31, 2013.
To the extent that the Company's capital resources are insufficient to meet current or planned operating requirements, the Company will seek additional funds through equity or 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 no current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders will 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 raises substantial 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
Recent Developed Accounting Pronouncements
Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the financial statements.
Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB's deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the financial statements.
New Accounting Pronouncements Not Yet Adopted
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this standard are effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2012. We are evaluating the effect, if any, adoption of ASU No. 2011-11 will have on our financial statements.
In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. The amendments in ASU No. 2013-05 resolve the diversity in practice about whether Subtopic 810-10, Consolidation-Overall, or Subtopic 830-30, Foreign Currency Matters-Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. The amendments in this standard are effective prospectively for fiscal years, and interim reporting periods within those years, beginning December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-05 will have on our financial statements.
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.
NOTE 4 - PROPERTY AND EQUIPMENT, NET
Property and Equipment consisted of the following:
|December 31,||December 31,|
|Less accumulated depreciation||(4,067)||(4,067)|
NOTE 5 - COMMON STOCK
The Company issued 675,000 shares for assets purchased during the year ended December 31, 2011.
The Company has authorized 500,000,000 common shares at no par value, of which 1,743,500 shares are issued and outstanding as of December 31, 2013 and 2012.
NOTE 6 - INCOME TAXES
The Company has incurred net operating losses since inception. The Company has not reflected any benefit of such net operating loss carry forwards in the financial statements.
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.
Based on the level of historical taxable losses and projections of future taxable income (losses) over the periods in which the deferred tax assets can be realized, management currently believes that it is more likely than not that the Company will not realize the benefits of these tax deductible differences. Accordingly, the Company has provided a valuation allowance against the gross deferred tax assets as follows:
As of December 31, 2013, the Company had a net operating loss carryforward of approximately $366,102 which will begin to expire in the tax year 2033.
| ||December 31, 2013|
|Gross deferred tax assets||$||366,102||$||348,700|
|Net deferred tax asset||$||-||$||-|
Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 34% and state statutory rate of 6.9% for 2013 and 2012 is as follows:
|2013 and 2012|
|Income tax benefit at federal statutory rate||-34.00||%|
|State income tax benefit, net of effect on federal taxes||-6.9||%|
|Increase in valuation allowance||40.9||%|
|Income tax benefit||-|
Based on the Company's current financial and operational situation, management determined that it is more likely than not that the U.S. feferal and state deferred tax assets as of December 31, 2013 will not be realized through the reduction of future income tax payments. Consequently, the Company has established a full valuation allowance for its U.S. federal and state deferred tax assets as of December 31, 2013.
The Company adopted uncertain tax position in accordance with ASC 740 and has not recognized any material increase in the liability for unrecognized income tax benefits as a result of the implementation. The Company estimates that the unrecognized tax benefit will not change within the next twelve months. The Company will continue to classify income tax penalties and interest if any, as part of interest and other expenses in its statements of operations. The Company has incurred no interest or penalties as of December 31, 2013 and 2012.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There are no changes or disagreements with accountants.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow timely decisions regarding required disclosure. Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2013 and he determined that our disclosure controls and procedures are adequate for the current corporation development stage.
Management's Annual Report on Internal Control over Financial Reporting
Management is responsible to establish and maintain adequate internal control over financial reporting. Our principal executive officer is responsible to design or supervise a process that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The policies and procedures include:
- maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets,
- provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and
- provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
Our management determined that there were no changes made in our internal controls over financial reporting during the fourth quarter of 2013 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
There are no other disclosures at this time.
Directors and Executive Officers
Our directors and executive officers and their respective ages, positions, term of office and biographical information are set forth below. Our bylaws require at least three directors to serve for a term of one year or until they are replaced by a qualified director. Our executive officers are chosen by our board of directors and serve at its discretion. There are no existing family relationships between or among any of our executive officers or directors.
|Name||Age||Position Held||Director Term|
|A. John Sprovieri||65||Director and President/Secretary||From January 1, 2010 until next annual meeting.|
|Clifford D. Jett||72||Director||From January 1, 2010 until next annual meeting.|
|William S. Beers||77||Director||From January 1, 2010 until next annual meeting.|
John Sprovieri – CEO/Director, Age 64
John Sprovieri's background is in Mechanical Engineering being in the manufacturing industry for many years. He is an American born in Australia and moved permanently to the US in 1994. He and his wife, Mary have been married nearly 45 years and have no children.
In 1975, he developed an agricultural/industrial tractor line and developed both the manufacturing and marketing segments of his company, Australian Tractor Manufacturers Pty. Ltd. The corporation produced nearly 500 units over the next 14 years until he sold the company to Just Australia China Holdings Ltd. (JACH) with interests in China, Korea and Russia. The company was operating profitably at the time it was sold. JACH were setting up overseas operations and were going to manufacture in China or South Korea. John stayed on with the corporation liaising with overseas licensed manufacturers and markets. He traveled extensively into Europe, USSR, the Middle East and North America.
Following completion of his obligations to JACH in 1993, he researched the US West Coast Market for low cost housing development, and started a transport company following working with 2 transport companies in Washington and Oregon in various positions throughout the West Coast corridor for nearly 3 years. In 1997 John launched an interstate transport company and was responsible for all facets of management including finance, operations, personnel and government compliance. In 2003, John commenced development of the Auscrete technology and acquired financing to further develop the Cellucon based technology and product with a view to creating an affordable housing manufacturing operation.
During the past nine years since 2003, Mr. Sprovieri has been principally involved with launching and managing the Auscrete of Oregon development activities. During this time, John has set up a manufacturing facility, trained personnel, redeveloped technology and started production of Auscrete products in 2007.
Clifford Jett – Director, Age 71
Cliff is currently the Mayor of the City of Rufus and has been since 1998. He is chairman of the Lower John Day Regional Partnership and on the Board of Directors of Mid-Columbia Council of Governments. He is also a member of the Mid Columbia Economic Development District and the Lower John Day Area Commission on Transportation.
Cliff comes from the Columbia Gorge and has an intimate knowledge of the area. He and his wife, Kay live in Rufus on their small agricultural holding. In his earlier career he became heavily involved in Law Enforcement and, since 1967, spent many years in Nevada commencing as a Conservation Fieldman II for the Nevada Dept. of Fish and Game. Until 1991, he worked through the ranks to achieve Region III L.E. Supervisor status as Fish and Game Agent III at the Nevada Dept. of Wildlife. This diverse career gave Cliff much experience in management, public relations, budgeting, law enforcement knowledge, personnel evaluations and preparation of quarterly and annual reports.
In 1996, Cliff became a city councilman for the City of Rufus and was elected Mayor in 1998. In addition to having been a deputy of the Sheriff’s Department in the marine division, he is also a vineyard farmer and a partner in a small museum in the area. Cliff’s 23 years in Law Enforcement gave him the ability to display professionalism and integrity as part of his life’s philosophy. His leadership and problem solving ability make him well qualified to serve on the Board of Directors of this corporation.
William Beers – Director, Age 76
Bill has lived in Sherman County since 1956 and lives with his wife, Linda in the City of Rufus. He is 76 and recently became semi-retired and is currently a councilman for the City of Rufus and has served for a number of years. Bill is directly involved in the presentation of the city to possible development of local businesses and commercial and industrial enterprises by encouraging potential business people to move to the city’s business park.
Bills experience in business management stretches back decades. He has owned and managed a number of business including a truck stop service station and restaurant, all of which he sold when they were operating profitably and are still operating today. Around 10 years ago and at retirement age, Bill and his wife Linda purchased the Hi-Way Market general store and deli in Rufus and shared the business and personnel management responsibilities. Seeking retirement, they leased the business to their employees two years ago.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. We believe no reports were required to be filed for the year ended December 31, 2013.
Code of Ethics
Since we have only three persons serving as executive officers and directors and because we have minimal operations, we have not adopted a code of ethics for our principal executive and financial officers. Our board of directors will revisit this issue in the future to determine if adoption of a code of ethics is appropriate. In the meantime, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and comply with applicable governmental laws and regulations.
We are a smaller reporting company with minimal operations and only three directors and officers. As a result, we do not have a standing nominating committee for directors, nor do we have an audit committee with an audit committee financial expert serving on that committee. Our entire board of directors acts as our nominating and audit committee.
No Officers or Directors received any form of compensation during the year ending December 31, 2013.
The following table sets forth certain information regarding beneficial ownership of our common stock as of March 31, 2014. We did not have any equity compensation plans as of March 31, 2014.
|Name & Address||# Class A Common Stock owned||Percentage|
|A. John Sprovieri - PO Box 813, Rufus OR 97050||975,000||56|
|Clifford D. Jett - PO Box 846, Rufus OR 97050||300,000||17.2|
|William S. Beers - PO Box 825, Rufus OR 97050||300,000||17.2|
|VAWT Earth, Wind and Power - Unit 2393 Sidney, B.C. V8L 3Y3||97,000||5.5|
We have determined beneficial ownership in accordance with the rules of the SEC. We believe, based on the information furnished to us, that the persons and entities named in the table above have sole voting and investment power with respect to all shares of common stock that they beneficially own.
There are no notable outside director and officer related transactions or relationships to report.
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of Auscrete Corporation annual financial statements and review of financial statements included in Auscrete Corporations 10-Q reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $12,000 for fiscal year ended 2013 and $4,100 for fiscal year ended 2012.
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of Auscrete Corporation financial statements that are not reported above were $0 for fiscal year ended 2013 and $450 for fiscal year ended 2012.
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $0 for fiscal year ended 2013 and $0 for fiscal year ended 2012.
All Other Fees
The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above were $0 for fiscal year ended 2013 and $0 for fiscal year ended 2012.
We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.
The exhibits listed here are attached and furnished as part of this report. - Exhibit 31.1 and 32.1
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
/s/ A John Sprovieri
A. John Sprovieri
(Chief Executive and Financial Officer)