AUSCRETE CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2012
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies of Auscrete Corporation is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity.
Organization – Auscrete Corporation was incorporated in Wyoming on December 31, 2009. The Company was organized for the purpose of establishing a system for making insulating cellular light-weight concrete wall and roof panels. The company can produce affordable housing that is highly energy efficient with excellent sound suppression qualities. The company commenced minimal manufacturing during the 4th. Quarter, 2012.
Section 107(b) of the JOBS Act – Under the JOBS Act, emerging growth companies can elect to delay adopting new or revised accounting standards until such time as those standards apply to private companies. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. We have irrevocably elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, as a result, our financial statements may not he comparable to companies that comply with the public company effective dates.
Use of estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain amounts and disclosures. Accordingly, actual results could differ from those estimates.
Property and equipment – Property and equipment are stated at cost. Depreciation is calculated on straight-line and accelerated methods over the estimated useful lives of such assets, which range from five to fifteen years. Major renewals and betterments are capitalized, while maintenance and repairs are expensed as incurred. Depreciation expense for the year ended December 31, 2012 was $6,128.
Income taxes – The Company accounts for income taxes in accordance with generally accepted accounting principles, which requires the use of the liability method of accounting for income taxes. Accordingly, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for Federal and state income tax reporting purposes.
For the period ended December 31, 2012, no income has been generated. Therefore, no provision for income taxes has been made.
NOTE 2 – SUBSEQUENT EVENTS
Date of Management Evaluation
Management has evaluated subsequent events through December 31, 2012, the date of which the financial statements were available to be issued.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There are no changes or disagreements with accountants.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed
to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and
reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow timely decisions
regarding required disclosure. Our President, who serves as our principal executive officer and principal financial officer, evaluated
the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined
that our disclosure controls and procedures are adequate for the current corporation development stage.
Management’s Annual Report on Internal Control over
Financial Reporting
Management is responsible to establish and maintain adequate internal
control over financial reporting. Our principal executive officer is responsible to design or supervise a process that provides
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. The policies and procedures include
- maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions
of assets,
- provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only
in accordance with authorizations of management and directors, and
- provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of assets that could have a material effect on our financial statements.
Our management determined that there were no changes made in our internal controls over financial reporting during the fourth quarter of 2012 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
ITEM 9b OTHER INFORMATION
There are no other disclosures at this time .
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
Our directors and executive officers and their respective ages,
positions, term of office and biographical information are set forth below. Our bylaws require at least three directors to serve
for a term of one year or until they are replaced by a qualified director. Our executive officers are chosen by our board of directors
and serve at its discretion. There are no existing family relationships between or among any of our executive officers or directors.
| Name |
Age |
Position Held |
Director Term |
| A. John Sprovieri |
64 |
Director and President/Secretary |
From January 1, 2010 until next annual meeting. |
| Clifford D. Jett |
71 |
Director |
From January 1, 2010 until next annual meeting. |
| William S. Beers |
76 |
Director |
From January 1, 2010 until next annual meeting. |
John Sprovieri – CEO/Director, Age 64
John Sprovieri's background is in Mechanical Engineering being in the manufacturing industry for many years. He is an American born in Australia and moved permanently to the US in 1994. He and his wife, Mary have been married nearly 44 years and have no children.
In 1975, he developed an agricultural/industrial tractor line and developed both the manufacturing and marketing segments of his company, Australian Tractor Manufacturers Pty. Ltd. The corporation produced nearly 500 units over the next 14 years until he sold the company to Just Australia China Holdings Ltd. (JACH) with interests in China, Korea and Russia. The company was operating profitably at the time it was sold. JACH were setting up overseas operations and were going to manufacture in China or South Korea. John stayed on with the corporation liaising with overseas licensed manufacturers and markets. He traveled extensively into Europe, USSR, the Middle East and North America.
Following completion of his obligations to JACH in 1993, he researched the US West Coast Market for low cost housing development, and started a transport company following working with 2 transport companies in Washington and Oregon in various positions throughout the West Coast corridor for nearly 3 years. In 1997 John launched an interstate transport company and was responsible for all facets of management including finance, operations, personnel and government compliance. In 2003, John commenced development of the Auscrete technology and acquired financing to further develop the Cellucon based technology and product with a view to creating an affordable housing manufacturing operation.
During the past nine years since 2003, Mr. Sprovieri has been principally involved with launching and managing the Auscrete of Oregon development activities. During this time, John has set up a manufacturing facility, trained personnel, redeveloped technology and started production of Auscrete products in 2007.
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Clifford Jett – Director, Age 71
Cliff is currently the Mayor of the City of Rufus and has been since 1998. He is chairman of the Lower John Day Regional Partnership and on the Board of Directors of Mid-Columbia Council of Governments. He is also a member of the Mid Columbia Economic Development District and the Lower John Day Area Commission on Transportation.
Cliff comes from the Columbia Gorge and has an intimate knowledge of the area. He and his wife, Kay live in Rufus on their small agricultural holding. In his earlier career he became heavily involved in Law Enforcement and, since 1967, spent many years in Nevada commencing as a Conservation Fieldman II for the Nevada Dept. of Fish and Game. Until 1991, he worked through the ranks to achieve Region III L.E. Supervisor status as Fish and Game Agent III at the Nevada Dept. of Wildlife. This diverse career gave Cliff much experience in management, public relations, budgeting, law enforcement knowledge, personnel evaluations and preparation of quarterly and annual reports.
In 1996, Cliff became a city councilman for the City of Rufus and was elected Mayor in 1998. In addition to having been a deputy of the Sheriff’s Department in the marine
division, he is also a vineyard farmer and a partner in a small museum in the area. Cliff’s 23 years in Law Enforcement gave him the ability to display professionalism and integrity as part of his life’s philosophy. His leadership and problem solving
ability make him well qualified to serve on the Board of Directors of this corporation.
William Beers – Director, Age 76
Bill has lived in Sherman County since 1956 and lives with his wife, Linda in the City of Rufus. He is 76 and recently became semi-retired and is currently a councilman for
the City of Rufus and has served for a number of years. Bill is directly involved in the presentation of the city to possible development of local businesses and commercial and industrial enterprises by encouraging potential business people to move to the city’s business park.
Bills experience in business management stretches back decades. He has owned and managed a number of business including a truck stop service station and restaurant, all of which he sold when they were operating profitably and are still operating today. Around 10 years ago and at retirement age, Bill and his wife Linda purchased the Hi-Way Market general store and deli in Rufus and shared the business and personnel management responsibilities. Seeking retirement, they leased the business to their employees two years ago.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and persons who own more than ten percent of a registered class of our equity securities, to file
with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities.
Officers, directors and greater than ten-percent beneficial owners are required by SEC regulations to furnish us with copies of
all Section 16(a) reports they file. We believe no reports were required to be filed for the year ended December 31, 2012.
Code of Ethics
Since we have only three persons serving as executive officers and directors and because we have minimal operations, we have not adopted a code of ethics for our principal executive and financial
officers. Our board of directors will revisit this issue in the future to determine if adoption of a code of ethics is appropriate.
In the meantime, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC,
and comply with applicable governmental laws and regulations.
Corporate Governance
We are a smaller reporting company with minimal operations and only three directors and officers. As a result, we do not have a standing nominating committee for directors, nor do we have an audit committee with an audit committee financial expert serving on that committee. Our entire board of directors acts as our nominating
and audit committee.
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ITEM 11. EXECUTIVE COMPENSATION.
No Officers or Directors received any form of compensation during the year ending December 31, 2012.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information regarding beneficial ownership of our common stock as of March 25, 2013. We did not have any equity compensation plans as of March 25, 2013.
| Name & Address |
# Class A Common Stock owned |
Percentage |
|
| A. John Sprovieri - PO Box 813, Rufus OR 97050 |
975,000 |
56 |
|
| Clifford D. Jett - PO Box 846, Rufus OR 97050 |
300,000 |
17.2 |
|
| William S. Beers - PO Box 825, Rufus OR 97050 |
300,000 |
17.2 |
|
| VAWT Earth, Wind and Power - Unit 2393 Sidney, B.C. V8L 3Y3 |
97,000 |
5.5 |
|
We have determined beneficial ownership in accordance with the rules of the SEC. We believe, based on the information furnished to us, that the persons and entities named in the table above have sole voting and investment power with respect to all shares of common stock that they beneficially own.
ITEM 13. CERTAIN RELATIONSHIPS, AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
There are no notable outside director and officer related transactions or relationships to report.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fee
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of Auscrete Corporation annual financial statements and review of financial statements included in Auscrete Corporation’s 10-Q reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $4,100 for fiscal year ended 2012 and $800 for fiscal year ended 2011.
Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of Auscrete Corporation financial statements that are not reported above were $450 for fiscal year ended 2012 and $0 for fiscal year ended 2011.
Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $0 for fiscal year ended 2012 and $0 for fiscal year ended 2011.
All Other Fees
The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above were $0 for fiscal year ended 2012 and $0 for fiscal year ended 2011.
We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The exhibits listed in the Exhibit Index are furnished as part of this report. Exhibit 31.1 and 32.1
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AUSCRETE CORPORATION
| |
By: /s/ A John Sprovieri
A. John Sprovieri
(Chief Executive and Financial Officer) |
Date: March 28, 2013 |
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