SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2018
[ ] 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
SAUER ENERGY, INC.
(Name of small business issuer in its charter)
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificación No.)
1620 Emerson Avenue, Oxnard, CA 93033
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]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).
No [ ]
Emerging Growth Company
If an emerging growth company, indicate by check mark if registrant has elected not to extended transition period for complying with any new of revise financial accounting standards provided pursuant to ‘Section 7(a)(2)(B) of the Security Act. YES [ ] NO [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated Filer [ ] Smaller reporting company [X]
Emerging Growth Company [ ]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]No [X]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 89,147,962 shares of common stock, par value $0.0001 per share, as of July 20, 2018.
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SAUER ENRGY, INC.
REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART I – Financial Information
Item 1. Financial Statements (Unaudited)
Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4T. Controls and Procedures
PART II – Other Information
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
SAUER ENERGY, INC.
Condensed Balance Sheet
May 31, 2018
August 31, 2017
Total Current Assets
Property and Equipment, net
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable and accrued liabilities
Accounts Payable and accrued liabilities - Related Party
Total Current Liabilities
Commitments and Contingencies
Common Stock, $0.0001 par value; authorized
650,000,000 shares, issued and outstanding were
87,408,180 on May 31, 2018 and 70,245,842 outstanding on August 31, 2017
Additional Paid-In Capital
Total Stockholders' Equity
Total Liabilities and Stockholders' Equity
The accompanying notes are an integral part of these financial statements.
SAUER ENERGY, INC.
Condensed Statements of Operations
for the three and nine months ended May 31,
three months ended
nine months ended
Cost of goods sold
Research & development expense
Other general and administrative expenses
Total Operating Expenses
Loss from operations
Other Income (expense)
Interest and finance
Changes in derivative liability
(Loss) before taxes
Provision (credit) for taxes
Earnings (loss) per common share, basic and diluted
Basic and diluted weighted average number
of common shares outstanding
The accompanying notes are an integral part of these financial statements.
SAUER ENERGY, INC.
Condensed Statements of Cash Flows
for the nine months ended May 31,
Cash flows from operating activities:
Adjustments to reconcile net loss to
net cash provided (used) by operating activities:
Depreciation and Amortization
Financing costs paid in shares
Change in derivatives
Amortization of debt discount
Changes in operating assets and liabilities:
Accounts payable and accrued expenses - related party
Note issued for commitment fees
Accounts payable and accrued expenses
Net cash flows (used by) operating activities
Cash flows from financing activities:
Proceeds from issuance of note payable
Payments on note payable
Proceeds from issuance of common stock, net of costs
Net cash (used by) provided by financing activities
Net increase (decrease) in cash
Cash, beginning of the period
Cash, end of the period
Supplemental cash flow disclosure:
Non Cash Investing and Financing Activities
Shares issued for note conversion
The accompanying notes are an integral part of these financial statements.
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Sauer Energy, Inc.
Notes to the Financial Statements
May 31, 2018
Note 1 - Organization and summary of significant accounting policies:
These unaudited interim financial statements as of and for the nine months ended May 31, 2018, reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.
These unaudited interim financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s fiscal year end August 31, 2017, report. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the nine month period ended May 31, 2018, are not necessarily indicative of results for the entire year ending August 31, 2018.
Sauer Energy, Inc. was incorporated in California on August 7, 2008. The Company was incorporated to develop and market wind power electric generators.
Current Business of the Company
On July 25, 2010, the Company executed a plan of reorganization with BCO Hydrocarbon Ltd., a Nevada exploration stage enterprise, in which Sauer Energy Inc. became a subsidiary of BCO. BCO changed its name to Sauer Energy, Inc.
The Company leases warehouse/office facilities in Oxnard, California, in which the Company develops wind power technology. A production prototype of a vertical axis wind turbine (“VAWT”) has been developed. Its compact size is aimed at the small business and home market. The company is focused on plans to manufacture and distribute the product. In May, 2012, the acquisition of the entire assets of a wind turbine company added two more wind turbine models to the Company, together with patents and a distribution network. During 2016 and 2017, the Company continued to develop its technology.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted August 31 as the fiscal year-end.
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Cash and Cash Equivalents
The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.
Use of Estimates
The preparation of 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The carrying amounts of the Company’s financial instruments as of August 31, 2017, reflect:
Cash: Level 1 Measurement based on bank reporting.
Level 2 Loans from Officers and related parties
Level 2 Based on promissory notes.
Federal income taxes
The Company utilizes FASB ACS 740, “Income Taxes”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when, in the opinion of
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management, it is “more likely-than-not” that a deferred tax asset will not be realized. The Company generated a deferred tax credit through net operating loss carry-forward. A valuation allowance of 100% has been established.
Interest and penalties on tax deficiencies recognized in accordance with ASC accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
Research and development costs
The Company expenses costs of research and development cost as incurred. The costs for the three months ended May 31, 2018, and three months ended May 31, 2017, were $1,337 and $117,726 respectively. The costs for the nine months ended May 31, 2018, and May 31, 2017, were $86,049 and $269,254 respectively.
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.
ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.
All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
Basic and Diluted Earnings (Loss) Per Share –
Net loss per share is calculated in accordance with FASB ASC 260, Earnings per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The Company does have potentially dilutive securities outstanding consisting of convertible loans.
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Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements.
A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s management has not determined whether implementation of such standards would be material to its financial statements.
The Company is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have a material effect upon the financial statements.
Update 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting
Update 2018-03—Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
Update 2017-13—Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments (SEC Update)
Update 2017-11—Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception
Update 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
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 losses, total assets, or stockholders’ equity as previously reported.
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Note 3 – Going Concern
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has accumulated a deficit of $(12,372,693) as of May 31, 2018, and had limited revenues, which raises substantial doubt as to the Company’s ability to continue as a going concern.
In view of these matters, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management plans to raise additional capital through the sale of stock to pursue business development activities.
Note 4 – Property and Equipment
Property and Equipment consisted of the following at May 31, 2018, and August 31, 2017:
Property Plant and Equipment
Less accumulated depreciation
Property and equipment, net
The Company depreciates its property and equipment using accelerated methods over lives of five or seven years. In nine months ended May 31, 2018, and 2017, depreciation was $12,015 and $32,607, respectively.
Note 5 – Asset Purchase
On May 11, 2012, the Company entered into an Asset Purchase Agreement with St. George Investments LLC, an Illinois limited liability company, to acquire certain assets in foreclosure for 6,000,000 common shares. The assets were formerly owned by Helix Wind, Inc., a Nevada corporation in the same business as the Company. The assets and agreed prices were:
Total Intangible Assets
Intellectual Property (10 patents, 2 trademarks, network
systems, wind turbine monitoring system, URL)
Total Intangible Assets
Note 6 – Intangible Property
The Company has acquired intangible property in patents, patents pending and goodwill. The patents are being amortized over their expected lives of not more than seventeen years. The restrictive covenants were fully amortized as of August 31, 2013. Those patent costs allocated to pending patents do not begin amortizing until the underlying patent is issued. If for some reason a patent is not issued the costs associated with the acquisition and the continuation of the application are fully amortized in the year of the denial.
May 31, 2018
August 31, 2017
In six months ended May 31, 2018 and 2017, amortization was $67,632 and $67,632, respectively.
Note 7 - Notes Payable
On July 26, 2016, the Company entered into short term note agreement with Beaufort Capital Partners, LLC., in the amount of $50,000 with an interest rate of 10% per annum, with a due date of October 26, 2016. It has been paid in full.
On August 30, 2016, the Company entered into a short term note agreement with Beaufort Capital Partners, LLC., in the amount of $40,000 with an interest rate of 10% per annum, with a due date of December 1, 2016. The balance has been paid in full.
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On May 2, 2017, the Company entered into a short-term note agreement with an investor
in the amount of $50,000 with an interest rate of 10% per annum, with a due date of September 2, 2017. The balance has been paid in full.
On May 24, 2017, the Company entered into a convertible promissory note with an investor in the amount of $105,000 with an interest rate of 8% per annum, with a due date of May 24, 2018. Convertible 180 days after issuance, at 80% of the lowest trading price over the previous 20 trading days. The balance has been paid in full.
On February 21, 2018, the Company entered into a Promissory Note in the amount of $45,000, with an interest rate of 8% per annum, with a due date of November 21, 2018, which can be prepaid at any time, without consequence, and is not convertible.
On February 28, 2018, the Company entered into short term note agreement with Geneva Roth Remark, Inc., in the amount of $78,000 with an interest rate of 12% per annum, with a due date of August 28, 2018, that converts after 6 months. There is no balance due as it has been prepaid in full.
On April 27, 2018, the Company entered into short term note agreement with Auctus Fund Inc., in the amount of $114,000 with an interest rate of 12% per annum, with a due date of January 27, 2019, that becomes convertible after 180 days. The proceeds of the Auctus Fund Inc. note were applied to pay the Geneva Roth Remark, Inc. note.
Note 8 - Related Party Note
As of August 31, 2017 and May 31, 2018, we have related party payable to Dieter Sauer in the amount of $3,000 and 5,000 respectively for consulting services.
Note 9 – Commitments and Contingencies
On August 7, 2015, the Company entered into a Commercial Single-Tenant Lease for a 26,550 square foot building in Oxnard, California, with monthly payments of $13,507 for sixty months, plus common area costs of $507.38 per month. All company operations will be concentrated at the site.
Lease Commitments – following five fiscal years:
Fiscal year ended
For the three months ending May 31, 2018, and 2017, the rent expense was $42,043 and $42,043, respectively. For the nine months ending May 31, 2018, and 2017, the rent expense was $135,039 and $140,144, respectively.
Note 10 - Federal income tax
No provision was made for federal income tax, since the Company has had significant net operating losses. Net operating loss carryforwards may be used to reduce taxable income through the year 2035. The availability of the Company’s net operating loss carryforwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock, unless the same or similar business is carried on. The net operating loss carryforward for federal and state income tax purposes was approximately $12,372,693, which will expire in 2029 through 2035 if not utilized. The Company uses 21% for a composite tax rate to estimate the value of net operating losses for deferred taxes.
The Company for the nine months ended May 31, 2018, and 2017, recognized net operating losses of approximately $889,418 and $1,211,533, respectively. The total estimated deferred tax asset as of May 31, 2018, was $2,598,265. The Company recorded a 100% valuation allowance for the deferred tax asset since it is more likely than not that some part or all of the deferred tax asset will not be realized.
Although Management believes that its estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our tax provisions. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict.
No provision was made for federal income tax, since the Company had an overall net operating loss and has accumulated net operating loss carryforwards.
For the three and nine months ended May 31, 2018, and 2017, no income tax expense has been realized as a result of operations and no income tax penalties and/or interest have been accrued related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and in the State of California. These filings are subject to a three-year statute of limitations. The Company’s evaluation of income tax positions included the years ended August 31, 2014, through 2017 could be subject to agency examinations. No filings are currently under examination. No adjustments have been made to reduce the estimated income tax benefit at fiscal year-end or at the quarterly reporting dates. Any valuations relating to these income tax provisions will comply with U.S. generally accepted accounting principles.
Note 11 – Capital Stock
The Company went public on 7/25/ 2010. Its Common Stock is traded on the open market under the symbol OTCQB: SENY.
During the quarter ending November 30, 2016, the Company issued 5,215,112 shares of common stock for $322,500 pursuant to an Equity Purchase Agreement.
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During the quarter ending February 28, 2017, the Company issued 4,873,081 shares of common stock for $367,000 pursuant to an Equity Purchase Agreement.
During the quarter ending May 31, 2017, the Company issued 1,051,806 shares of common stock for $73,075 pursuant to an Equity Purchase Agreement.
During the quarter ending August 31, 2017, the Company issued 4,419,109 shares of common stock for $210,000 pursuant to an Equity Purchase Agreement.
During the quarter ending November 30, 2017, the Company issued 5,813,683 shares of common stock for $185,000 pursuant to an Equity Purchase Agreement.
During the quarter ending February 28, 2018, the Company issued 5,501,435 shares of common stock for $75,481.72 pursuant to a convertible note.
During the quarter ending February 28, 2018, the Company issued 4,247,208 shares of common stock for $76,398.84 pursuant to an Equity Purchase Agreement.
During the quarter ending May 31, 2018, no shares were issued.
The Company initiated a one for five reverse split of its outstanding and authorized shares of common stock. Effecting this corporate action was subject to regulatory (FINRA) approval and which was made effective on May 16, 2018. As a result we reclassed $34,961 from common stock to additional paid in capital.
NOTE 12 – Subsequent Events
Management has reviewed and evaluated subsequent events and transactions occurring after the balance sheet date, May 31, 2018, through the filing of this Quarterly report on July 23, 2018, and determined that the following additional subsequent events have occurred:
On June 13, 2018, the Company issued 452,427 shares of common stock for $11,039.20 pursuant to an Equity Purchase Agreement.
On June 27, 2018, the Company issued 866,450 shares of common stock for $13,863.20 pursuant to an Equity Purchase Agreement.
On July 10, 2018, the Company issued 420,217 shares of common stock for $10,085.20 pursuant to an Equity Purchase Agreement.
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operation
We caution you that reliance on any forward-looking statement involves risks and uncertainties, and that although we believe the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the
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forward-looking statements based on those assumptions could be incorrect. In light of these and other uncertainties, you should not conclude that we will necessarily achieve any plans and objectives or projected financial results referred to in any of the forward-looking statements. We do not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances. Some of the factors that may cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements.
RESULTS OF OPERATION
Three and nine months ended May 31, 2018 v. three and nine months ended May 31, 2017
We have not realized any revenue through the three months ended May 31, 2018 and 2017.
For the nine months ended May 31, 2018 and 2017 we had revenue of $29,649 and $0 respectively.
Our operating expenses decreased to $127,410 for the three months ending May 31, 2018, from $316,475 for the three months ended May 31, 2017, and they decreased to $543,253 for the nine months ending May 31, 2018, from $901,059 for the nine months ended May 31, 2017.
Our interest and financing expenses decreased to $23,911 for the three months ending May 31, 2018, from $33,989 for the three months ended May 31, 2017, and they increased to $380,542 for the nine months ending May 31, 2018, from $310,474 for the nine months ended May 31, 2017.
The overall decreases in operating expenses and increases in financing costs resulted in our net loss of $889,418 for the nine months ended May 31, 2018, as compared to the net loss of $1,211,533 for the nine months ended May 31, 2017, and a net loss of $151,321 for the three months ended May 31, 2018, as compared to the net loss of $360,464 for the three months ended May 31, 2017.
We anticipate increased costs associated with increased levels of operation anticipatory to our entering into the manufacturing stage and our marketing processes which will begin in the next fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
Net cash flows used in operating activities for the nine months ended May 31, 2018, and 2017, was $360,153 and $818,758, respectively.
Net cash flows used in investing activities for the nine months ended May 31, 2018 and 2017, was $0 and $0, respectively.
Net cash flows provided by financing activities for the nine months ended May 31, 2018, and 2017, was $360,647 and $827,575, respectively.
We had cash resources of $2,446 at May 31, 2018, and we intend to rely on the sale of stock in private placements to increase liquidity to enable us to execute on our plan to manufacture and
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market vertical axis wind turbines. As reported on a Current Report on Form 8-K filed on March 2, 2018, we entered into an Equity Purchase Agreement.
As of February 16, 2018, the Registrant entered into two agreements with GHS Investments, LLC, a Nevada limited liability corporation (“GHS”), an Equity Purchase Agreement (the “EPA”) and a Registration Rights Agreement (the “RRA”). The two agreements we filed as exhibits to the Registrant’s Current Report on Form 8-K dated March 2, 2018, and the Registrant’s Registration Statement on Form S-1 Number 333-223604 and the following summary is qualified in its entirety by reference to such exhibits.
The agreements required the Registrant to file a registration statement for the common stock underlying the EPA. Subject to various limitations set forth in the EPA, GHS, after effectiveness of such registration statement, was required to purchase up to $7,000,000 worth of the Registrant’s common stock at a price equal to 80% of the lowest closing price as determined under the EPA (prior ten trading days). The EPA provides for volume limitations on the amount of shares that GHS must purchase at any time and provides that the Registrant will be paid for the common stock upon electronic delivery of the shares to GHS. GHS bore the attorney fees relating to the Registration Statement and is not charging the Registrant any additional fees. The S-1 Registration Statement was filed on March 12, 2018, and was deemed effective on June 12, 2018, by the Securities and Exchange Commission.
Funds on hand are not sufficient to fund our operations and we intend to rely on the sale of stock in private placements to increase liquidity and, we anticipate deriving additional revenue from product sales in fiscal 2018 but we cannot at this time quantify the amount. If we are unable to raise cash through the sale of our stock, we may be required to severely restrict our operations.
Critical Accounting Policies
Financial Reporting Release No. 60 of the SEC encourages all companies to include a discussion of critical accounting policies or methods used in the preparation of the financial statements. There are no current revenue-generating activities that give rise to significant assumptions or estimates. Our financial statements filed as part of our May 31, 2018, Quarterly Report on Form 10-Q includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Item 3. - Quantitative and Qualitative Disclosures About Market Risk
The Company is a smaller reporting company and is not required to provide this information.
Item 4T. - Controls and Procedures
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Disclosure Controls and Procedures
Regulations under the Securities Exchange Act of 1934 (the “Exchange Act”) require public companies to maintain “disclosure controls and procedures,” which are defined as controls and other procedures that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
We conducted an evaluation, with the participation of our Chief Executive Officer who is also our principal financial officer, of the effectiveness of our disclosure controls and procedures as of May 31, 2018. Based on that evaluation, our Chief Executive Officer has concluded that as of May 31, 2018, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.
In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following three material weaknesses that have caused management to conclude that, as of May 31, 2018, our disclosure controls and procedures were not effective at the reasonable assurance level:
1. We do not have written documentation of our internal control policies and procedures. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
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The Board of Directors has not provided an appropriate level of oversight of the Company’s financial reporting and procedures for internal control over financial reporting since there are, at present, no independent directors who could provide an appropriate level of oversight, including challenging management’s accounting for and reporting of transactions. Accordingly, we have determined that this control deficiency constitutes a material weakness.
To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the issuer; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
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As of the end of our most recent fiscal quarter, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO 2013") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, as of May 31, 2018, such internal control over financial reporting was not effective. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of May 31, 2018.
Management believes that the material weaknesses set forth in items (1) and (2) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only the management's report in this quarterly report.
Management's Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
We will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. First, we will create a position to segregate duties consistent with control objectives of having separate individuals perform (i) the initiation of transactions, (ii) the recording of transactions and (iii) the custody of assets. Second, we will create a senior position to focus on financial reporting and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of accounting information. Third, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
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Although there is substantial uncertainty in any such estimate, we anticipate the costs of implementing these remediation initiatives will be approximately $100,000 to $150,000 a year in increased salaries, legal and accounting expenses.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
We anticipate that these initiatives will be at least partially, if not fully, implemented by August 31, 2019.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15 (f) under the Exchange Act) during the quarter ended May 31, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
Item 3 – Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5 – Other Information
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Item 6 – Exhibits
The following documents are filed as part of this Report:
31.1* Certification of Chief Executive and Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1* Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB** XBRL Taxonomy Extension Label Linkbase Document
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document
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In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
SAUER ENERGY, INC.
Date: July 23, 2018
By: /s/Dieter R. Sauer, Jr.
Name: Dieter R. Sauer, Jr., CEO
(Principal Executive, Accounting and Financial Officer)
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