Attached files

file filename
EX-32 - EXHIBIT 32 - AuraSource, Inc.exhibit32.htm
EX-31.2 - EXHIBIT 31.2 - AuraSource, Inc.exhibit31_2.htm
EX-31.1 - EXHIBIT 31.1 - AuraSource, Inc.exhibit31_1.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For Quarterly Period Ended June 30, 2018

 

or

 

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 0-28585

 

 

AuraSource, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

68-0427395

(IRS Employer Identification No.)

 

1490 South Price Rd. #210

Chandler, AZ 85286

(Address of principal executive offices, zip code)

 

Registrant's telephone number (including area code): (480) 553-1778

  

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.

YES [ ] NO [x]

  

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 (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-accelerated Filer [ ] Smaller reporting company [x]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]

 

 Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 Class   Outstanding at August 14, 2018
Common Stock, $.001 par value   62,381,476

 

 
 

 

AURASOURCE, INC.

 

 

INDEX

 

PART I FINANCIAL INFORMATION Page
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS:  
  Condensed Consolidated Balance Sheets — June 30, 2018 (Unaudited) and March 31, 2018 3
  Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) – Three months ended June 30, 2018 and 2017 4
  Condensed Consolidated Statements of Cash Flows (Unaudited) – Three months ended June 30, 2018 and 2017 5
  Notes to Unaudited Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 17
ITEM 4. CONTROLS AND PROCEDURES 17
     
PART II OTHER INFORMATION 18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 18
ITEM 6. EXHIBITS 18
  Signatures 19

 

 

-2
 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1 — CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

AuraSource, Inc.

Condensed Consolidated Balance Sheets

 

    June 30, 2018   March 31, 2018
  (Unaudited)    
ASSETS                
CURRENT ASSETS                
Cash   $ 131,354     $ 248,472  
Accounts receivable     15,461       11,244  
Deposits and other current assets – related party     363,078       516,045  
TOTAL CURRENT ASSETS     509,893       775,761  
TOTAL ASSETS   $ 509,893     $ 775,761  
                 
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)                
CURRENT LIABILITIES                
Accounts payable   $ 149,328     $ 187,434  
Due to related parties     1,243,557       1,358,454  
Note payable and accrued interest     169,687       170,910  
Note payable and accrued interest – related party     2,038,378       1,988,662  
TOTAL CURRENT LIABILITIES     3,600,950       3,705,460  
                 
Commitments and contingencies     —         —    
                 
STOCKHOLDERS' DEFICIT                
Preferred stock, 10,000 shares authorized, no shares issued and outstanding, no rights or privileges designated     —         —    
Common stock, $0.001 par value, 150,000,000 shares authorized, 62,381,476 and 78,381,476 and 66,311,972 shares issued and outstanding at June 30, 2018 and March 31, 2018, respectively     62,381       78,381  
Additional paid in capital     13,339,059       13,296,668  
Accumulated other comprehensive income     36,609       12,742  
Accumulated deficit     (16,529,106 )     (16,317,490 )
Total stockholders' deficit     (3,091,057 )     (2,929,699 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $ 509,893     $ 775,761  
                 

 

 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

-3
 

 

AuraSource, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

    Three months ended June 30,
    2018   2017
         
Revenue   $ —       $ —    
                 
Cost of revenue     —         —    
                 
Gross profit (loss)     —         —    
                 
Operating expenses                
General and administrative expenses     172,545       178,696  
Total operating expenses     172,545       178,696  
                 
Loss from operations     (172,545 )     (178,696 )
                 
Interest income (expense) and other, net     (39,072 )     (57,563 )
                 
Net loss   $ (211,617 )   $ (236,259 )
Other Comprehensive Income                
Foreign currency translation gain (loss)     23,868       (6,231
Total Comprehensive Loss   $ (187,749 )   $ (242,490 )
                 
NET LOSS PER SHARE OF COMMON STOCK—Basic and diluted   $ (0.00 )   $ (0.00 )
                 
Weighted average shares outstanding —Basic and diluted     76,447,410       66,311,972  
                 
                       

 

 

 

  The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

-4
 

 

AuraSource, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited) 

 

 

   Three Months Ended June 30,
   2018  2017
Cash flows from operating activities          
   Net loss  $(211,617)  $(236,259)
   Adjustments to reconcile net loss to net cash used in operating activities          
Depreciation and amortization   —      11,898 
Options issued for services   26,392    15,044 
   Changes in operating assets and liabilities          
Accounts receivable   (4,216)   —   
Deposit   152,967    —   
Interest payable   3,778    3,463 
Accounts payable and accrued expenses      (2,718)
Accounts payable – related parties   (103,288)   163,593 
Net cash used in operating activities   (135,984)   (44,979)
           
Cash flows from investing activities          
  Cash paid for acquisition of intangible   —      —   
Net cash used in investing activities   —      —   
           
Cash flows from financing activities          
   Repayment note   (5,000)   —   
Net cash provided by financing activities   (5,000)   —   
           
Effect of exchange rate fluctuation on cash   23,868    (6,231)
           
Net change in cash   (117,116)   (51,210)
           
Cash - beginning balance   248,472    88,423 
           
Cash - ending balance  $131,354   $37,213 
           
           

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION          
Cash paid during the period for          
Interest  $—     $—   
Income taxes  $—     $—   

 

NON-CASH INVESTING AND FINANCING ACTIVITY:

       
Issuance of promissory note for settlement of accounts payable – related party  $—     $1,976,383 
 Stock cancelled for related party settlement   16,000    —   

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

-5
 

 

 

AURASOURCE, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Current Operations and Background — AuraSource, Inc. (“AuraSource” or “Company”) focuses on two areas AuraMetal and AuraMoto.

 AuraMetalTM is focused on the development and production of environmentally friendly and cost-effective beneficiation process for complex ore, tailings and slimes materials as industrial application solutions. AuraSource’s core technology includes physical separation, hydrometallurgical and pyrometallurgy processes. We have developed seven patented technologies: 1) ultrafine grinding and 2) ultrafine separation. To date, we have not had any sustainable projects. As such, there can be no assurances that our efforts towards this line of business will succeed.

 

AuraMotoTM is focused on sourcing various vendors and customers in the automotive industry. We entered into the industry due to our various international sourcing contacts. We have been requested from various parties to source vendors and customers in the automotive industry. This business line is still in development. As this is a new enterprise for the Company, there can be no assurances that our efforts towards this line of business will succeed.

 

There can be no assurance we will be able to carry out our development plans for AuraMetals or AuraMoto. Our ability to pursue this strategy is subject to the availability of additional capital and further development of our technology.  We also need to finance the cost of effectively protecting our intellectual property rights in the United States (“US”) and abroad where we intend to market our technology and products.

 

Going Concern — The accompanying unaudited consolidated financial statements were prepared assuming the Company will continue as a going concern.  The Company has suffered recurring losses from operations since its inception and has an accumulated deficit of $16,529,106 at June 30, 2018.  The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue its existence.  The recovery of the Company’s assets is dependent upon continued operations of the Company. In addition, the Company's recovery is dependent upon future events, the outcome of which is undetermined.  The Company intends to continue to attempt to raise additional capital, but there can be no certainty such efforts will be successful.

 

Management’s Plan to Continue as a Going Concern

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from the sale of its equity securities, (2) sales of its products, and (3) short-term or long-term borrowings from banks, stockholders or other party(ies) when needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. The Company plans to look for opportunities to merge with other companies in the graphite industry.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually to secure other sources of financing and attain profitable operations.

 

Basis of Presentation and Principles of Consolidation — The accompanying condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of AuraSource and its subsidiary, Qinzhou. All significant intercompany transactions and balances were eliminated in consolidation.

 

-6
 

 

The unaudited consolidated financial statements were prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with US GAAP was omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes for the year ended March 31, 2018 included in our Annual Report on Form 10-K. The results of the three months ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year ending March 31, 2018.

 

Use of Estimates — The preparation of consolidated financial statements in conformity with US GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Equivalents — We consider investments with original maturities of 90 days or less to be cash equivalents.

 

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: machinery and equipment 3 years, office equipment 3 years, vehicles 5 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 / expense.

 

Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of- In accordance with ASC 350-30, we evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable.  When such factors and circumstances exist, 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.  We currently believe there is no impairment of our long-lived assets.  There can be no assurance, however, that market conditions will not change or demand for our products under development will continue.  Either of these could result in future impairment of long-lived assets.

 

Income Taxes — The Company accounts for income taxes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at currently effective tax rates, of future deductible or taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements. A valuation allowance for a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized.

 

Stock-Based Compensation — The Company recognizes the options and restricted stock awards to employees at grant date fair-value of the instruments in the consolidated financial statements over the period the employee is required to perform the services.

 

Foreign Currency Translation. - Our consolidated financial statements are expressed in U.S. dollars but the functional currency of our operating subsidiary is RMB. Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period and equity is translated at historical exchange rates. Translation adjustments resulting from the process of translating the financial statements denominated in RMB into U.S. dollars are included in determining comprehensive income.

-7
 

 

Net Loss Per Share — The Company computes basic and diluted net loss per share by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. Common equivalent shares arising from stock options and warrants were excluded from the computation of basic and diluted earnings per share, for the three months ended June 30, 2018 and 2017 because their effect is anti-dilutive.

 

Concentration of Credit Risk — Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash.  The Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits.  

 

Financial Instruments and Fair Value of Financial Instruments — Our financial instruments consist of cash, accounts payable and notes payable. The carrying values of cash, accounts payable and notes payable are representative of the fair values due to their short-term maturities. We measure the fair value (“FV”) of financial assets and liabilities on a recurring basis. FV is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FV measurements are to be considered from the perspective of a market participant that holds the asset or owes the liability. We also establish a FV hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring FV.

 

The standard describes three levels of inputs that may be used to measure FV:

 

Level 1:   Quoted prices in active markets for identical or similar assets and liabilities.
     
Level 2:   Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities.
     
Level 3:   Unobservable inputs that are supported by little or no market activity and that are significant to the FV of the assets or liabilities.

The Company evaluates embedded conversion features within convertible debt under ASC Topic 815, “Derivatives and Hedging,” to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at FV with changes in FV recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC subtopic 470-20, “Debt with Conversion and Other Options,” for consideration of any beneficial conversion feature.

 

Recent Accounting Pronouncements –

 

In January 2016, the FASB issued a new standard to amend certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Most prominent among the amendments is the requirement for changes in the fair value of our equity investments, with certain exceptions, to be recognized through net income rather than other comprehensive income (“OCI”). The new standard will be effective for us beginning July 1, 2018. The application of the amendments will result in a cumulative-effect adjustment to our consolidated balance sheets as of the effective date. We are currently evaluating the impact of this standard on our consolidated financial statements.

 

-8
 

 

In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet. Most prominent among the amendments is the recognition of assets and liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. Under the new standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The new standard will be effective for us beginning July 1, 2019, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued a new standard to replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, we will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The new standard will be effective for us beginning July 1, 2020, with early adoption permitted beginning July 1, 2019. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. We are currently evaluating the impact of this standard on our consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvement to Employee Share-Based Payment Accounting. The new standard contains several amendments that will simplify the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on our present or future consolidated financial statements.

 

 

NOTE 2 - CONCENTRATION OF CREDIT RISK

 

As of June 30, 2018 and March 31, 2018, our deposits did not exceed amounts insured by the FDIC (up to $250,000, per financial institution as of June 30, 2018). We have not experienced any losses in such accounts and we believe we are not exposed to any credit risk on cash.

 

Currently, we maintain a bank account in China. This account is not insured and we believe is exposed to credit risk on cash.

 

NOTE 3 – DEPOSITS AND OTHER CURRENT ASSETS – RELATED PARTY

 

Deposits and other current assets were $363,078 and $516,045 as of June 30, 2018 and March 31, 2018, respectively.

-9
 

 

 

On February 15, 2012, we entered into an agreement with Gulf Coast Holdings, LLC (“GCH”), an affiliate common ownership with Hong Kong Mineral Ltd (“HKM”) which owns over 10% voting rights, to reserve export ready one million tons of 64% Fe higher content iron ore and 13 million tons of 45% grade lower content iron ore, and two million tons of manganese ore. Additionally, sixteen million shares were issued of which five million vested immediately and eleven million upon the successful completion of the first customer order of total revenue over $5 million.

 

On June 19, 2018, the Company, GCH, Gulf Coast Mining and HKM agreed to terminate all past agreements between the parties referenced above (“Release”). Under the terms of the Release, the Company will receive 20,000 tons of Iron Duke ore with equivalent chemical composition as that has been delivered in the past (“Payment”). Payment shall be set aside in a separate pile for AuraSource retrieval (the “Pick up”). Upon 30 days advanced written notice, AuraSource shall be allowed access to retrieve the Payment. Payment shall be removed from the ground prior and put in staging area by the end of the 30 days’ notice. The Company shall be responsible for all logistics and the costs associated therewith for loading and transporting the subject Payment. Such ore shall be picked up by the Company within 270 days from the date of execution of this Agreement. If the Company does not pick up the ore within the 270 days, the Company will lose the rights to the ore. The $363,078 (“Net Amount Owed”), which constitutes all deposits made by the Company, less all amounts owed by the Company under the Past Agreements shall be forgiven. The Company has recorded this as a deposit until such time as they the funds necessary to move the underlying ore. The Company will monitor this on a quarterly basis. The 16 million shares of common stock referenced in Note 3 were cancelled under the Release.

 

 

NOTE 4 – FIXED ASSETS, NET

 

Fixed assets, net consisted of the following:

 

   June 30,  March 31,
   2018  2018
Office equipment  $5,013   $5,013 
Vehicles   147,390    147,390 
Equipment   391,118    391,118 
Total fixed assets   543,521    543,521 
Less accumulated depreciation   (543,521)   (543,521)
Total fixed assets, net  $—     $—   

 

The depreciation expense for the three months ended June 30, 2018 was $0. The depreciation expense for the three months ended June 30, 2017 was $0.

 

NOTE 5 – INTANGIBLE ASSETS, NET

 

We entered into an agreement with Beijing Pengchuang Technology Development Co. (“Pengchuang”), Ltd., an independent Chinese company, to purchase 50% of the intellectual property related to ultrafine particle processing. Pengchuang developed a highly efficient and low energy consumption grinding technology, which utilizes fluid shock waves to make ultrafine particles. This technology can be applied to the coal water slurry, solid lubricant and other material grinding processes. Through a joint development and ownership agreement, AuraSource will enrich its intellectual property portfolio, enabling the further development of AuraCoal, its HCF technology. AuraSource Qinzhou will utilize the particle grinding technology in its AuraCoal Qinzhou production line, as well as license it to others in non-related industries.

 

-10
 

 

The net intangibles were $0 as of June 30, 2018 and March 31, 2018. We issued 600,000 shares of common stock for the acquisition of certain intangibles. The shares issued in connection with $753,530 of the acquired intangibles were valued at $606,000 or $1.01 per share which was the share price on August 8, 2010, the acquisition date. The Company paid cash for the remainder of the amount due. On March 31, 2018, in accordance with ASC 360 and ASC 820, the Company fully impaired the intangible.

 

NOTE 6 – DUE TO RELATED PARTIES

 

As of June 30, 2018 and March 31, 2018, $1,243,557 and $1,358,454, respectively, is owed to the officers and directors of the Company. As of June 30, 2018, $416,384 is from the advancement of expenses and $827,173 is for past due compensation.

 

NOTE 7 – NOTE PAYABLE

 

On December 31, 2012, the Company received $500,000 from Pelican Creek, LLC (Pelican Creek”), a former related party who resigned in June 2014, and recorded the corresponding note as a current liability on the balance sheet. Our former director, Larry Kohler, manages Pelican Creek. As an inducement to receive this loan, the Company issued 1,250,000 shares of its common stock to Pelican Creek for the year ended March 31, 2012. The FV of the shares issued was $812,500 valued at $0.65 per share, using the closing price on the effective date of the agreement. The coupon interest on this note accrues daily on the outstanding principal amount at 8% per annum. On March 26, 2014, the Company issued 2,000,000 shares of common stock in exchange for the cancelation of a $500,000 note payable. As such, as of June 30, 2018, the Company accrued interest of $97,075 and remains in the note payable account with no conversion right. This will be settled upon the Company having a gross profit of $1 million.

 

In December 31, 2014, we entered into a note payable for $63,357 which bears an interest rate of 6% per year as a settlement for previously due amounts recorded in accounts payable. In May 2018, the Company paid $5,000 to reduce the amount of the note. The amount of principle and interest as of June 30, 2018 is $72,612. The principle and interest are due on September 15, 2016. The note payable is currently in default.

 

NOTE 8 – NOTE PAYABLE – RELATED PARTY

 

On April 26, 2016, we entered into a note payable with Philip Liu, our CEO, whereby he converted amounts owed of $1,565,169. On February 15, 2018, Mr. Liu converted $303,266 of the note into 4,332,374 shares of common stock which was considered the fair market value. $1,624,352 is owed under the note as of June 30, 2018. The note has an interest rate of 10% which is compounded quarterly and is due on March 31, 2018. The note is in default.

 

On April 26, 2016, we entered into a note payable with Eric Stoppenhagen, our CFO, whereby he converted amounts owed of $411,214. On February 15, 2018, Mr. Stoppenhagen converted $91,949 of the note into 1,313,556 shares of common stock which was considered the fair market value. $414,027 is owed under the note as of June 30, 2018. The note has an interest rate of 10% which is compounded quarterly and is due on March 31, 2018. The note is in default.

 

NOTE 9 – STOCK ISSUANCE

  

During the quarter ended September 30, 2017, the Company issued 1,000,000 shares of common stock for $40,000.

 

During the quarter ended December 31, 2017, the Company issued 842,858 shares of common stock for $45,000.

 

During the quarter ended March 31, 2018, the Company issued 4,580,716 shares of common stock for $299,050.

 

During the quarter ended March 31, 2018, the Company issued 5,645,930 shares of common stock to settle for $395,215 of loans to related parties.

-11
 

 

During the quarter ended June 30, 2018, 16 million shares of common stock were cancelled as further discussed in Note 3.

 

NOTE 10 - STOCK OPTIONS

 

In April 2017, we granted an additional 40,000 options to purchase shares of our common stock at $0.075 per share to certain members of our BOD. In April 2017, we granted 200,000 options to purchase shares of our common stock at $0.25 per share to certain our CEO and CFO per their employment agreements. In July 2017, we granted 200,000 options to purchase shares of our common stock at $0.25 per share to certain our CEO and CFO per their employment agreements. In October 2017, we granted 200,000 options to purchase shares of our common stock at $0.25 per share to certain our CEO and CFO per their employment agreements. In January 2018, we granted 200,000 options to purchase shares of our common stock at $0.25 per share to certain our CEO and CFO per their employment agreements. In April 2018, we granted an additional 40,000 options to purchase shares of our common stock at $0.11 per share to certain members of our BOD. In April 2018, we granted 200,000 options to purchase shares of our common stock at $0.25 per share to certain our CEO and CFO per their employment agreements.

 

We will record stock-based compensation expense over the requisite service period, which in our case approximates the vesting period of the options. During the quarter ended June 30, 2018, the Company recorded $45,588, respectively, in compensation expense arising from the vesting of options, respectively. The Company assumed all stock options issued during the quarter will vest. Though these expenses result in a deferred tax benefit, we have a full valuation allowance against the deferred tax benefit.

 

The Company adopted the detailed method provided in FASB ASC Topic 718, “Compensation – Stock Compensation,” for calculating the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the income tax effects of employee stock-based compensation awards that are outstanding.

 

The fair value of each stock option granted is estimated on the grant date using the Black-Scholes option pricing model (“BSOPM”). The BSOPM has assumptions for risk free interest rates, dividends, stock volatility and expected life of an option grant. The risk-free interest rate is based upon market yields for United States Treasury debt securities at a 7-year constant maturity. Dividend rates are based on the Company’s dividend history. The stock volatility factor is based on the last 60 days of market prices prior to the grant date. The expected life of an option grant is based on management’s estimate. The fair value of each option grant, as calculated by the BSOPM, is recognized as compensation expense on a straight-line basis over the vesting period of each stock option award.

 

These assumptions were used to determine the FV of stock options granted:

       
Dividend yield     0.0%  
Volatility     25% to 369%  
Average expected option life   2.5 to 5 years  
Risk-free interest rate     0.70% to 2.59%  

 

-12
 

 

The following table summarizes activity in the Company's stock option grants for the year ended June 30, 2018:

 

 

    Number of Shares   Weighted Average Price Per Share
  Balance at March 31, 2017       5,890,000     $ 0.35  
  Granted       840,000     $ 0.25  
  Balance at March 31, 2018       6,730,000     $ 0.32  
  Granted       240,000     $ 0.25  
  Cancelled       (2,850,000)     $ 0.28  
  Balance at June 30, 2018       4,120,000     $ 0.33  

 

The following summarizes pricing and term information for options issued to employees and directors outstanding as of June 30:

 

 

    Options Outstanding   Options Exercisable  
Range of Exercise Prices   Number Outstanding at June 30, 2018  

Weighted Average Remaining Contractual

Life

  Weighted Average Exercise Price   Number Exercisable at June 30, 2018   Weighted Average Exercise Price  
                                 
$3.50     60,000     2.25     $3.50     60,000     $3.50  
$1.00     60,000     3.25     $1.00     60,000     $1.00  
$0.75     60,000     4.25     $0.75     60,000     $0.75  
$0.50     60,000     6.25     $0.50     60,000     $0.50  
$0.49     40,000     7.25     $0.49     40,000     $0.49  
$0.45     60,000     6.25     $0.45     60,000     $0.45  
$0.27     60,000     5.25     $0.27     60,000     $0.28  
$0.25     3,600,000     8.50     $0.25     3,600,000     $0.25  
$0.19     40,000     9.75     $0.19     40,000     $0.19  
$0.15     40,000     8.25     $0.15     40,000     $0.15  
$0.075     40,000     8.75     $0.075     40,000     $0.075  
Balance at June 30, 2018     4,120,000     5.10     $0.33     3,880,000     $0.23  

  

-13
 

 

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended March 31, 2018 and presume readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

 

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Annual Report on Form 10-K for the year ended March 31, 2018 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited consolidated financial statements and notes thereto that appear elsewhere in this report.

 

Overview

 

AuraSource focuses on the development and production of environmentally friendly and cost-effective beneficiation process for complex ore, tailings and slimes materials as industrial application solutions. AuraSource’s core technology includes physical separation, hydrometallurgical and pyrometallurgy processes.

 

Recently, due to our various international sourcing contacts, we have been requested from various parties to source vendors and customers in the automotive industry. There can be no assurances that our efforts towards this line of business will succeed.

 

AuraSource’s physical separation includes ultrafine grinding and impurities removal, which separate metallic and non-metallic minerals. AuraSource develops and tests hydrometallurgical flow sheets for the recovery and refining of metals from concentrate leaching, precipitation, cementation, ion-exchange, solvent extraction, electro-winning, and process simulations. AuraSource also carries out high-temperature research and process development for the production of a wide variety of mineral commodities.

 

AuraSource formed AuraSource Qinzhou, to acquire these types of technologies, performing R&D related to the reduction of harmful emissions and energy costs. AuraSource is currently looking to license this technology to third parties through joint ventures with strategic partners and/or selling services and products derived from this technology. Currently, we have seven patents patent issued related to our technologies: 1) ultrafine grinding and 2) ultrafine separation.

 

There can be no assurance we will be able to carry out our development plans for our technology. Our ability to pursue this strategy is subject to the availability of additional capital and further development of our technology.  We also need to finance the cost of effectively protecting our intellectual property rights in the United States (“US”) and abroad where we intend to market our technology and products.

 

-14
 

 

Critical Accounting Policies and Estimates

 

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of expenses during the reporting period. On an ongoing basis, we evaluate our estimates which are based on historical experience and on other assumptions that we believe to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions. The following accounting policies require significant management judgments and estimates:

 

We account for our business acquisitions under the purchase method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, "Business Combinations." The total cost of acquisitions is allocated to the underlying net assets, based on their respective estimated fair values. The excess of the purchase price over the estimated fair value of the tangible net assets acquired is recorded as intangibles. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples, among other items.

 

We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other sources. There can be no assurance that actual results will not differ from these estimates.

 

Results of Operations

 

For the Three Months Ended June 30, 2018 and 2017

 

Revenues

 

Revenues were $0 and $0 for the three months ended June 30, 2018 and 2017, respectively.

 

Gross Profit

 

Gross profit was $0 and $0 for the three months ended June 30, 2018 and 2017, respectively.

 

General and Administrative Expenses

 

General and administrative expenses were $172,545 and $178,696 for the three months ended June 30, 2018 and 2017, respectively.

 

Interest Income (Expense) and Other

 

Interest income (expense) and other was $(39,072) and $(57,563) for the three months ended June 30, 2018 and 2017, respectively. The decrease in interest expense for the three months ended June 30, 2018 and 2017 was primarily due to the forgiveness of debt of $8,955, other income of $5,467, and a decrease in finance charge of $4,068.

 

 

-15
 

 

Liquidity and Capital Resources

 

Net cash used in operating activities was $(135,985) and $(44,979) in the three months ended June 30, 2018 and 2017, respectively. The increase in cash used for operations was mainly due to a reduction in accruing of expenses for services and accounts payable to related parties in 2018 versus 2017.

 

Net cash used in investing activities was $0 and $0 in the three months ended June 30, 2018 and 2017, respectively.

 

Net cash used in financing activities was $5,000 and $0 in the three months ended June 30, 2018 and 2017, respectively.

 

The Company suffered recurring losses from operations and has an accumulated deficit of $16,529,106 at June 30, 2018. The Company has incurred losses of $211,617 and $236,259 for the three months ended June 30, 2018 and 2017, respectively. The Company has not continually generated significant revenues. Unless our operations continue to generate significant revenues and cash flows from operating activities, our continued operations will depend on whether we are able to raise additional funds through various sources, such as equity and debt financing, other collaborative agreements and strategic alliances. Our management is actively engaged in seeking additional capital to fund our operations in the short to medium term. Such additional funds may not become available on acceptable terms and there can be no assurance that any additional funding that we do obtain will be sufficient to meet our needs in the short and long term.

 

Inflation and Seasonality

 

Inflation has not been material to us during the past five years. Seasonality has not been material to us.

 

Recent Accounting Pronouncements

 

Refer to the notes to the consolidated financial statements in our March 31, 2018 Annual Report on Form 10-K for a complete description of recent accounting standards which we have not yet been required to implement and may be applicable to our operation, as well as those significant accounting standards that have been adopted during the current year.

 

Off-Balance Sheet Arrangements

 

As of June 30, 2018, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

-16
 

 

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item 3.

 

ITEM 4 - CONTROLS AND PROCEDURES

 

 Evaluation of Disclosure Controls and Procedures:  We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  The term "disclosure controls and procedures", as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.  Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of June 30, 2018, that our disclosure controls and procedures are not effective to a reasonable assurance level of achieving such objectives.  However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

 

Management's Report on Internal Control Over Financial Reporting:  Our management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  Our ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP.  The internal controls for the Company are provided by executive management's review and approval of all transactions.  Our ICFR also includes those policies and procedures that:

    1. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
    2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and
    3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 Because of its inherent limitations, ICFR may not prevent or detect misstatements.  Also, 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.

Management assessed the effectiveness of the Company's ICFR as of June 30, 2018.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.  Management's assessment included an evaluation of the design of our ICFR and testing of the operational effectiveness of these controls.

Based on this assessment, management has concluded that as of June 30, 2018, our ICFR was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP.

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding ICFR.  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 management's report in this annual report.

Changes in Internal Control over Financial Reporting:  There were no changes in our ICFR during the quarter ending June 30, 2018 that have materially affected, or are reasonably likely to materially affect, our ICFR. 

-17
 

 

PART II - OTHER INFORMATION

 

ITEM 1 – LEGAL PROCEEDINGS

 

We are not a party to any current or pending legal proceedings that, if decided adversely to us, would have a material adverse effect upon our business, results of operations, or financial condition, and we are not aware of any threatened or contemplated proceeding by any governmental authority against us. To our knowledge, we are not a party to any threatened civil or criminal action or investigation.

 

ITEM 1A – RISK FACTORS

 

In addition to the other risk factors and information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2018, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K is not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, operating results and/or cash flows.

 

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES

 

None 

 

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None

 

ITEM 5 - OTHER INFORMATION

 

None

  

ITEM 6 – EXHIBITS

 

Exhibit   Description
31.1   Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
32   Certification of the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS   XBRL Instance    
101.SCH   XBRL Taxonomy Extension Schema    
101.CAL   XBRL Taxonomy Extension Calculation    
101.DEF   XBRL Taxonomy Extension Definition    
101.LAB   XBRL Taxonomy Extension Labels    
101.PRE   XBRL Taxonomy Extension Presentation    
         

 

-18
 

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

  AURASOURCE, INC.  
     
     
Date: August 14, 2018 /s/ PHILIP LIU  
  Name: Hongliang Philip Liu  
  Title: Chief Executive Officer  
     
Date: August 14, 2018 /s/ ERIC STOPPENHAGEN  
  Name: Eric Stoppenhagen  
  Title: Chief Financial Officer  

 

-19
 

 

 

EXHIBIT INDEX

 

Exhibit   Description
31.1   Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
32   Certification of the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS   XBRL Instance    
101.SCH   XBRL Taxonomy Extension Schema    
101.CAL   XBRL Taxonomy Extension Calculation    
101.DEF   XBRL Taxonomy Extension Definition    
101.LAB   XBRL Taxonomy Extension Labels    
101.PRE   XBRL Taxonomy Extension Presentation    
         

 

-20