P.O. Box 230 Goldendale, WA 9892049 John Day Dam Rd  GoldendaleWA 98620

(Address of principal executive offices and Zip Code)

Registrant’sRegistrant’s telephone number, including area code(509) 773-2109261-2525

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x[x] yes o no

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x[x] yes o no

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Emerging growth company x

[x]

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. o yes x [x] no

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

APPLICABLE TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o yes o no

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock. The number of shares outstanding as of November 16,201818,2019 of the Issuer's Common Stock is 57,227,427.11,747,846.

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AUSCRETE CORPORATION

JuneSeptember 30, 20182019

TABLE OF CONTENTS

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The accompanying notes are an integral part of these financial statements

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The accompanying notes are an integral part of these financial statements

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 The accompanying notes are an integral part of these financial statements

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The accompanying notes are an integral part of these financial statements

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AUSCRETE CORPORATION

UNAUDITED NOTES TO FINANCIAL STATEMENTS

September 30, 20182019

NOTE 1 –- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

HISTORY

Auscrete Corporation ("the Company") was formed as an enterprise to take advantage of technologies developed for the construction of affordable, thermally efficient and structurally superior housing. This "GREEN" product is the culmination of design and development since the early 1980's. The company's Registration Statement outlines the result of the amalgamation of various material development stages, taking an idea to a product and further developing that product to address an ongoing problem in the world's largest marketplace, the quest for affordable, efficient and enduring housing. Auscrete's structures are monetarily highly competitive. A turnkey house, ready to move in sells for around $100-110 per square foot. That is very low in today's market but is brought about by Auscrete's ability to manufacture large panels in mass production format. The house is virtually "fastened" together on site to produce an attractive site-built home, a home that will stay where it is put through all kinds of adverse weather and age conditions. It will not burn, is not affected by bugs, termites or rot, it saves extensively on energy costs and has very low maintenance needs.

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.

The Company follows the accounting guidance outlined in the Financial Accounting Standards Board Codification guidelines. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted principles for interim financial information and with the instruction to Form 10-Q of Regulation S-K. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 20172018 included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, which unless otherwise disclosed herein, consisting primarily of normal recurring adjustments, have been made. Operating results for the nine monthsMonths ended September 30, 20182019 are not necessarily indicative of the results that may be expected for the year ending December 31, 20182019

HistoryINCOME TAXES

Auscrete Corporation ("Federal Income taxes are not currently due since we have had losses since inception.

On December 22, 2017 H.R. 1, originally known as the Company"Tax Cuts and Jobs Act, (the “Tax Act”) was formed as an enterpriseenacted.  Among the significant changes to take advantage of technologies developedthe U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018.  The Company will compute its income tax expense for the constructionnine Months ended September 30, 2019 using a Federal Tax Rate of specialty Affordable21%.

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition.  Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and lightweight concreteliabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5.

Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes.

The Company has no uncertain tax positions or related interest or penalties requiring Accrual at September 30, 2019 and 2018.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist primarily of cash in banks and highly liquid investments with original maturities of 90 days or less. There were $32,129 cash equivalents as of September 30, 2019 and $15,948 as of December 31, 2018.

Fair Value Measurements

The Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based thermally efficient and structurally superior housing. This "GREEN" producton market data obtained from sources independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the culmination of design and development since the early 1980's. Auscrete Corporation had its beginnings in 2005 when a private company that was owned by this company's President and Directors re-developed the 1980's technology to comply with, and exceed,

International Building Codes. The Auscrete Corporation Public Company that now exists was started to enable financingreliability of the operations soinputs as follows:

Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets.

Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the company can address an ongoing problemsignificant inputs are observable in the world's largest marketplace, AFFORDABLE HOUSING.market.

Recent Accounting Pronouncements

Level 3 - Valuation is based on models where significant inputs are not observable. The company is reviewingunobservable inputs reflect a company’s own assumptions about the effects of the following recent updates. We do not have an expectationinputs that the following will have a material effect on the financial statements

In February 2016, the FASB issued ASU 2016-02, Leases, a comprehensive new standard that amends various aspects of existing accounting guidance for leases, including the recognition of a right-of-use asset and a lease liability in the balance sheet and disclosing key information about leasing arrangements. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted.market participants would use.

The new leasing standard requires modified retrospective transition, which requires applicationCompany’s financial instruments consist of the new guidance at the beginning of the earliest comparative period presented in the year of adoption. Management is currently evaluating the impact of this standard. Right-of-use assetscash, prepaid expenses, inventory, accounts payable, convertible notes payable, advances from related parties, and lease liabilities will be recorded in the

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Consolidated Balance Sheets upon adoption; however, an estimate of the impact of this standard is not currently determinable.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduces new guidance for the accounting for credit losses on certain financial instruments.derivative liabilities. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. Management does not expect the adoption of this accounting standard to have a material impact on its consolidated financial statements and notes thereto.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates Step 2 of the goodwill impairment test. Under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing theestimated fair value of a reporting unit with itscash, prepaid expenses, investments, accounts payable, convertible notes payable and advances from related parties approximate their carrying amount. An entity should recognize an impairment charge foramounts due to the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amountshort-term nature of goodwill allocated to that reporting unit. An entity should apply the amendments in this ASU on a prospective basis. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management expects to adopt this ASU in the fourth quarter of 2018 when the Company performs its annual impairment testing. The Company does not expect the adoption of this accounting standard to have a material impact on its consolidated financial statements and notes thereto.these instruments.

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to Auscrete’s financial position, results of operations or cash flows.

The Company’s derivative liabilities have been valued as Level 3 instruments.

The company has adopted ASU 2018-07 andfollowing table provides a summary of changes in fair value of the scopeCompany’s Level 3 financial liabilities as of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The Company does not expect the adoption of this accounting standard to have a material impact on its consolidated financial statements and notes thereto.September 30, 2019

REVENUE RECOGNITION POLICY

Use

The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASC 606”).    The core principle of estimatesthe revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle:

·Identify the contract with the customer 

·Identify the performance obligations in the contract 

·Determine the transaction price 

·Allocate the transaction price to the performance obligations in the contract 

·Recognize revenue when the company satisfies a performance obligation 

COST OF SALES

Amounts that will be recorded as cost of sales relate to direct expenses incurred in order to fulfill orders of our products. Such costs are recorded as incurred. Our cost of sales will consist primarily of the cost of product; labor, selling costs and the cost of G&A expenses.

PROPERTY AND EQUIPMENT

Property and Equipment was stated at historical cost less Accumulated depreciation and amortization. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation is provided on a straight-line basis over the assets' estimated useful lives. The useful lives of the assets are as follows: equipment 7-years, vehicles 7-years, and buildings 30-years. Additions and improvements are capitalized while routine repairs and maintenance are charged to expense as incurred. Upon sale or disposition, the historically recorded asset cost and Accumulated depreciation are removed from the Accounts and the net amount less proceeds from disposal is charged or credited to other income or expense.

IMPAIRMENT OF LONG-LIVED ASSETS

We evaluate long-lived assets for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate their net book value may not be recoverable. When these events occur, we compare the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There can be no assurance, however, that market conditions will not change or demand for the Company's products will continue. Either of these could result in the future impairment of long-lived assets. Estimates of fair value are determined through various techniques, including discounted cash flow models and market approaches, as considered necessary.

LOSS PER COMMON SHARE

Basic loss per common share is computed based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share consists of the weighted average number of common shares outstanding plus the dilutive effects of options and warrants calculated using the treasury stock method. In loss periods, dilutive common equivalent shares are excluded as the effect would be anti-dilutive. The Company issued4,387,625 as a result of conversion of notes as of September 30, 2019.

Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive. 

RECLASSIFICATION

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 income, total assets, or stockholders’ equity as previously reported.

USE OF ESTIMATES

The preparation of the financial statements in conformity with generally accepted accountingAccepted Accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash in banks and highly liquid investments with original maturities of 90 days or less. There were $55,411 and $14,975 in cash equivalents as of September 30, 2018 and December 31, 2017 respectively.

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Income taxesEMERGING GROWTH COMPANY

The Company follows the guidancequalifies as an Emerging Growth Company, thus takes advantage of the Financial Accounting Standards Board's Accounting Standards Codification Topic 740 related to Income Taxes. According to Topic 740, deferred income taxes are recorded to reflect the tax consequences in future years of temporary differences between the tax basis of the assets and liabilities and their financial amounts at year-end.

For federal income tax purposes, substantially all expenses incurred prior to the commencement of operations must be deferred and then they may be written off over a 180-month period. Tax deductible losses can be carried forward for 20 years until utilized for federal tax purposes. The Company will provide a valuation allowance in the full amount of the deferred tax assets since there is no assurance of future taxable income.

The Company utilizes the Financial Accounting Standards Board's Accounting Standards Codification Topic 740 related to Income Taxes to account1-year deferral period for the uncertainty in income taxes. Topic 740 for Income Taxes clarifies theadoption of all new accounting for uncertainty in income taxes by prescribing rules for recognition, measurement and classification in financial statements of tax positions taken or expected to be in a tax return. Further, it prescribes a two-step process for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement classification and disclosure. The Company's policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has no uncertain tax positions or related interest or penalties requiring accrual at December 31, 2017 and September 30, 2018.standards updates.   

Reclassification 

Certain amounts in the prior period financial statements have been reclassified to conform with the current period presentation. These reclassifications had no effect on previously reported losses, total assets or stockholders’ equity.

NOTE 2 - GOING CONCERN AND PLAN OF OPERATION

The Company's financial statements have been presented on the basis that it will continue as a going concern. The Company has not generated significant revenues from construction related operations to date. The Company has an accumulatedAccumulated deficit of $(7,071,534) as$7,570,140as of September 30, 2018.2019 which raises substantial doubt about the Company’s ability to continue as a going concern.

ToThe Company will use additional funds through equity and debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the extent thateffect of diluting the Company's capital resources were insufficient to meet operating requirements, theholdings of existing shareholders. The Company has accessed loan fundingsubsequent current arrangements with respect to, enable operations its future needs. These funds,or sources of, which the company has already received the first tranche of $200,000 in February, is being used to fund and establish the Company’s new manufacturing plant in Goldendale, WA.

A second tranche of $200,000 will be available by mid-Novembersuch additional financing and the balance of $1.1 million, which completes the facility, will be received in January - March of 2019. The Company does not anticipate that existing shareholders will be required to provide any portion of the Company's future financing requirements.

No assurance can be given that the additional financing will be available when needed byor that such financing will be available on terms Acceptable to the company.Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize.

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This would have a material adverse effect on the Company and could raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Recent Accounting Pronouncements

In December 2018, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities - FASB ASU 2016-01

Summary - The amendments in ASU 2016-01, among other things.

The Company has no expectation that any of these items will have a material effect upon the financial statements.

Update 2019-04—Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments

Update 2019-01—Leases (Topic 842): Codification Improvements

Update 2018-17—Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities

Update 2018-13—Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement

Update 2018-08—Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities

Update 2018-05—Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets 

Update 2018-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment 

Update 2018-03—Accounting Changes and Error Corrections (Topic 250) and Investments—Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2017 and November 17, 2017 EITF Meetings  (SEC Update) 

Update 2018-01—Business Combinations (Topic 805): Clarifying the Definition of a Business 

Update 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting

NOTE 3 - RELATED4 -RELATED PARTY TRANSACTIONS

During the three months ended September 30, 2018, John Sprovieri, an officer and director of the company, has advanced $2,329 to the company.  As of, September 30, 2018,2019 and December 31, 2017,2018, the balance owed to Company CEO, John Sprovieri was $23,706$5,953 and $1,099$1,079 respectively.

NOTE 5 - PROPERTY, INVENTORY AND EQUIPMENT

During July, the Company sold their Industrial Property they had bought from the city of Goldendale in February 2018. The original purchase price was $100,000 for the 5 acre lot. The Company sold the land back to the City under the original contract for a discounted price of $90,000.

NOTE 4 – INVENTORY

Notes to Inventory Type and Value:

Inventory consists of Finished Product and Raw Materials that are valued at the lower of cost or market.

Finished product of $44,900 is a full set of insulated AACACH cast panels for wall and roof of an approx. 1,600 sq. ft.ft house. Panel cost is actual size of all panels in sq. ft. of just under 7,000 sq. ft. calculated at $6.52 per cu.as follows.

Raw Materials:

Raw materials consist of rebar, insulation, surfactant, powdered cement, threaded inserts and sundry items. The cost of $2,100 is based on the cost of purchase from a non-related supplier.

NOTE 5 - PROPERTY AND EQUIPMENT

Property and Equipment is as listed below inat September 30, 2019 were comprised of the depreciation table. The 2018 figure includes a 5-acre Industrial property purchased in Goldendale, WAfollowing at:

NOTE 6 - NOTES PAYABLE

SinceDuring the Company’s most recent 10-Q filing on June 30, 2018, the company has sold two further loan notes, one at $53,000 from PowerUp on July 16, 2018 that was used for ongoing G & A. Another Note for 33,000 was received from PowerUp on September 4, 2018 which was also used for G & A expenses.

As a result of these convertible notes, we recognized an embedded derivative liability. We recorded an initial derivative of $217,264 and an initial debt discount of $86,000. We value our derivative liability using a binomial model, using a range of conversion prices that ranged from $.02 to $.04. we used an  expected volatility ranged from 450% to 470% and a risk free interest range of 1.8% to 2.4%

For the three and nine months ended September 30, 2018 we recognized  a net loss on derivative liability of $290,991 and (389,132) respectively and net loss of financing fees of $283,884 and $739,562 respectively.   As of December 31, 2017, and September 30, 2018, our derivative liability was $309,487 and $701,054

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NOTE 7 - COMMON STOCK

On June 7, 2018,quarter, the Company effected a Reverse Split at 1,000purchased $18,891 in manufacturing equipment so there was an increase to 1. During$63,336in Gross equipment. The Depreciation expense was $1,307 for the three months ended September 30, 2019. And $3,921 for the nine months ended September 30, 2019 and 2018.The increase in property plant and equipment was offset by the sale of land for $100,000.

NOTE 6 - COMMON STOCK

Common Stock:

On July 6, 2017 the Company increased its Authorized Capital to 20,000,000,000 common shares at $0.0001 par value.

During July 2018 the company performed a reverse split in the ratio of 1 for 1,000.

There were 286,387 shares issued and outstanding as of December 31, 2018.

During the June 30, 2019 Qtr. the Company issued post-split 3,629,00077,667 shares for note conversions for a reduction of principle of $35,265.

During the Period July 1, 2019 to September 30, 2019, the company issued 4,387,625 shares for note holdersconversions. Total shares issue for the period January 1, 2019 to September 30, 2019 was 4,493,585.

Subsequently in November of 2019, Auscrete’s Board approved a one for two hundred for one (200 to 1) reverse split during conversion representingthird quarter. Theadjustment only affects the number of shares per shareholder, equity per shareholder remains the same. This modification should make for a total value of $ 21,310. quicker move back to the OTCQB opening the Company up to a larger audience and enhance shareholder values. All share references herein have been adjusted to reflect the reverse split.

As a result, we recassified $354,149$95,116 was reclassified from common stock to additional paid in capital.

In addition, the Company issued 50 million shares to management and associated parties for services rendered that was expensed in the Company’s Financial Statements, with a valuation of $2,540,000 valued on the date of the grant.

NOTE 87 - INCOME TAXES

The Company has incurred net operating

Federal Income taxes are not currently due since we have had losses since inception.

On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted.  Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018.  The Company has not reflected any benefitwill compute its income tax expense for the nine months ended September 30, 2018 using a Federal Tax Rate of such net operating loss carry forwards21%.

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition.  Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial statements.

In assessing the realization ofreporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management considers whether it is more likely thandoes not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.

Based on the level of historical taxable losses and projections of future taxable income (losses) over the periods in which the deferred tax assets can be realized, management currently believes that it is more likely than not that the Company will not realize the benefits of these tax-deductible differences. Accordingly,believe the Company has provided a valuation allowance againstmet the gross deferred“more likely than not” standard required by ASC 740-10-25-5.

Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets as follows:and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes.

As of September 30, 2018, the Company2019, we had a net operating loss carry forwardcarry-forward of approximately $7,071,534$(7,570,140) and a deferred tax asset of approximately $1,485,022$1,589,729 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years.  However, due to the uncertainty of future events we have booked a full valuation allowance of $1,485,022. The$(1,589,729).  FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  At September 30, 2019, the Company may have experienced control changeshad not taken any tax positions that would require disclosure under IRC 382, which has not been fully analyzed and could affect the NOL availability.FASB ASC 740.

Reconciliations between the provision for income taxes and the expected tax benefit using the federal statutory rate of 21%. and the state statutory rate of 0% for a total effective rate of 21% for 2018.

The Company adopted the uncertainis subject to tax position disclosure in accordance with ASC 740 and has not recognized any material increase in the liability for unrecognized income tax benefits as a result of the implementation. The Company estimates that the unrecognized tax benefit will change within the next twelve months. The Company will continue to classify income tax penalties and interest, if any, as part of interest and other expenses in its statements of operations. The Company has incurred no interest or penalties as of September 30, 2018 and December 31, 2017.

The Company files income tax returns in the U.S. federal and Washington jurisdictions. These filings are subject to a three-year statute of limitations unless the returns have not been filed at which point the statute of limitations becomes indefinite. No filings are currently under examination. No adjustments have been made to reduce the estimated income tax benefit at year end.

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Any valuations relating to these income tax provisions will comply with U.S. generally accepted accountingAccepted Accounting principles.

Note 8 –  Notes Payable and Derivative Liabilities

On January 28, 2019 we entered into a one year convertible promissory note in the amount of $38,000 with and interest rate of 12% and a conversion rate of 55% of the lowest prior 20 days trading period.

On May 28, 2019 we entered into a one year convertible promissory note in the amount of $27,500 with and interest rate of 12% and a conversion rate of 55% of the lowest prior 25 days trading period.

On May 1, 2019 we entered into a one year convertible promissory note in the amount of $13,000 with and interest rate of 12% and a conversion rate of 55% of the lowest prior 25 days trading period.

During the Period July 1, 2019 to September 30, 2019, the company issued 1 12 month Convertible Note for the sum of $40,000 to LG Capital on 8/28/19 for $40,000 at 8%. Convertible at 60% of lowest of the prior 20 days trading period

As a result of the convertible notes we recognized the embedded derivative liability on the date that the note was convertible. We also revalued the remaining derivative liability on the outstanding note balance on the date of the balance sheet. The inputs used were a weighted volatility of 290% and a risk free discount rate of 2.44% The remaining derivative liabilities valued using the level 3 inputs in the fair value hierarchy were:

NOTE 9 – SUBSEQUENT EVENTS

ThereSubsequent to September 30, 2019 through the date of this filing we issued 6,968,083 shares of common stock for note conversions.

November 2019 the company performed a reverse split in the ratio of 1 for 200. All stock references are stated to reflect the reverse split. All share references herein have been no further conversions by Noteholders sinceadjusted to reflect the reverse split. As a result, $95,116 was reclassified from common stock to additional paid in capital.

 In accordance with ASC 855, the Company has analyzed its operations subsequent to September 30, 2018.

The Company’s Equipment Assets, which2019 through the date these financial statements were earlier transported to Auscrete’s temporary facility are being worked on by the Company’s Engineering Department where refurbishing nears completion and management and staff are working out of the Site Office currently located at the Company’s temporary facility.

The re-designed 25,000 sq. ft. Production Building has completed final design and engineering and the supplier is preparing the necessary drawings for approval by the Building Codes. Delivery supply times of building sets have been extended in the last year or so and it might be December before we can receive ours.

Auscrete designed specialized manufacturing equipment, which is being manufactured for the Company in China, includes the homogenizer, silo supply unit and spiral conveyer units. These units been pre-ordered for manufacture and the supplier expects delivery some weeks before the building will be ready for installation.

The SEPA Environmental Study has been completed for the State of Washington Department of Ecology and contains no definable exigencies from planning for the completion of Auscrete’s Campus on the Industrial Estate.

Funding for the project in the order of $1.5 million commenced last February with the acquisition of initial loan funds in the order of $200,000. This was used for land purchases and G&A. A further $200,000 was due in May for the down payment on the building and deposits on other equipment. The funder suffered some setbacks due to changes in other corporate matters and his cash flow was severely affected.

Auscrete has been waiting on that second funding trancheissued, and has determined that it does not received it as yet. Management had a meeting with the funder on October 18 and it was understood that the funds would start being received before November 29. The balance of the total package will be received at intervals between then and March, Next year.have any other material subsequent events to disclose in these financial statements.

It is comforting to know that the problems have been overcome and things will start moving again. Just the first tranche will get the building delivered to the site and the initial production equipment can be received. That is adequate for Auscrete to be ready to start manufacture of building product within 4 months.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

Readers of this discussion are advised that the discussion should be read in conjunction with the financial statements of Registrant (including related notes thereto) appearing elsewhere in this Form 10-Q. Certain statements in this discussion may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect Registrant's current expectations regarding future results of operations, economic performance, financial condition and achievements of Registrant, and do not relate strictly to historical or current facts. Registrant has tried, wherever possible, to identify these forward-looking statements by using words such as "believe," "expect," "anticipate," "intend," "plan," "estimate" or words of similar meaning.

Although Registrant believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which may cause the actual results to differ materially from those anticipated in the forward-looking statements. Such factors include, but are not limited to, the following: general economic and business conditions, which will, among other things, affect demand for housing, the availability of prospective buyers; adverse changes in Registrant's real estate and construction market; including, among other things, competition with other manufacturers, risks of real estate development and acquisitions; governmental actions and initiatives; and environmental/safety requirements.

Results of Operations

As at September 30, 2018,2019, the Company had not commenced manufacturing operations. Therefore, there were no material operational changes from the last audited financials of December 31, 2017.

The company has established its operating base in Goldendale, WA and is currently preparing for the construction of two manufacturing buildings. Management has assembled a complete specification set for the manufacturing process and have alerted machinery suppliers of the company's needs and probable dates required.2018.

During the ninethree months ended September 30, 2018,2019, the company was not operating as a revenue producing manufacturer and, with allowances for Derivative allowances, sustained losses of $2,587,769.$647,814. These include regular expenses plus additional expenses and sub contract labor that were necessary as the company went ahead with Design Engineering and Fundraising activities.

Liquidity

During the ninethree months ending September 30, 2018,2019, the company did receive payments of $340,000totaling $38,000 less legal fees and OID, from the sale of convertible notes. Even though there were considerable costs during the period in financing fees, interest and interest,G&A operating costs, the company was able to end the period with cash on hand of $55,411.$32,129.

Overview

Auscrete Corporation was formed as an enterprise to take advantage of technologies developed for the construction of affordable, thermally efficient and structurally superior housing. This "GREEN" product is the culmination of design and development since the early 1980's. The current technology is the amalgamation of various material stages of Company development, taking an idea to a product and further developing that product to address an ongoing problem in the world's largest marketplace, the quest for affordable, efficient and enduring housing.

Auscrete's structures are monetarily very competitive. A turnkey house, ready to move in sells for around $105 per square foot. That is very competitive in today's market but is brought about by Auscrete's ability to manufacture large panels in mass production format. The house is very

quickly constructed on site to produce an attractive and functional site-built home, a home that will stay where it is put through all kinds of adverse

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weather and age conditions. It will not burn, is not affected by insect infestation or rot, it saves extensively on energy costs and has very low maintenance needs.

Financing

Auscrete Corporation, a Wyoming public company was incorporated on December 31, 2009 and initially became effective with the SEC for an IPO on August 16, 2012. The IPO was never exercised and expired.

Subsequently the company had an S-1 become Effective on December 30, 2014. This was not an Offering and not used for fundraising.

The company has been quoted on the OTCPinkOTCQB Bulletin Board under the symbol "ASCK" since February 20152019 and is DTCDWAC registered.

During February, 2018, Management was able to secure commitment of a loan facility with RB Partners Inc. in California. Through Auscrete’s CEO, the company received $200,000 in loan funds in early February and another $140,00 by September 30. The balance of the total package will be received at intervals between November 7 and March next year.

These funds will enable completion of the construction of the factory facility on Auscrete’s Industrial Land in Goldendale, WA and meet the ongoing financial needs of the company.

Financial Statements in this document represent the full results of the company during the nine-monththree-month period to September 30.30, 2019. There are no "off balance sheet" arrangements.

Use of Funds

As at September 30, 2018 the company’s acquisition of land on the Goldendale, WA Industrial Estate was completed. The first $340,000 of the anticipated $1.5 million has enabled commencement of work to set up the company’s Flagship Manufacturing Plant on Auscrete’s property on the Industrial Estate.Production Startup Commencement

Third Quarter advancements brought progressive accomplishments toward production commencement.

The company will invest up to $1.5 million overall that it will have received in the funding expected between November 7Plant facility has been renovated and March 2018. The completed Stage 1 costs were $100,000 to purchase the 5 acresinstallation of Industrial Land and the preparation of planning and design for the property.

Stage 2 will be the construction of a Production Building of 25,000 sq. ft. followed by a Manufacturing Support Building of 16,000 sq. ft. The cost of supply and erection of these buildings will be around $550,000.

Plant &most Production Line Equipment which comprises Specialty Materials Blendersis in various stages in the direction of operational readiness.

The Company’s few remaining major specialized equipment asset purchases are in shipping transit with most arriving at the time of this filing.

After final remaining purchased equipment is fully installed and Raw Materials Handling Equipment, Fork Lifts, Casting Tables and Specialized Equipment, will cost approximately $160,000 and Shop Equipment willraw materials arrive at plant the finished housing materials should be $90,000. The balance of the funding will be used forin production within 4 to 6 weeks.

Adequate startup working capital andhas been secured to start Production with reserves to support funding for expenses including wages and salaries, marketing, IR services and contingencies and other working capitalbuilding materials.

Housing construction commitments are currently in the production planning stages between The Company, Builders and reserves to commence production and revenues.Marketing agents.

Marketing

Principal marketing efforts will be initially aimed at leveraging specific contacts and relationships that have developed over the last 12 years since the inception of the founders’ pilot plant. The company has interviewed and chosen an experienced sales person who will have the luxury of dealing with existing contracts and contacts as well as the multitude of inquiries received every week.

At this point in time, the company has available contracts for the immediate supply of houses and other structures (apartment block etc.) valued at over $3 million but also has letters of intent from a developer and from a contractor to supply some 130 plus houses to their housing estates over the next few years.

Delivery for this project alone will be paced at the rate of sales but is expected to initially be in excess of 40 units per year. Auscrete's product is also extremely suitable for the construction of commercial and industrial structures. Company marketing will also explore the commercial world for applications and it is believed that such construction will become a large part of the company's future direction.

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Current Financial Projections

Using a conservative estimate at an average 1,500 sq. ft. home with a value per sale of $150,000, the company is projectingmanagement estimates first year sales revenues incould reach $4-5 million from the $6-8 million range escalating to $15 million per year there on, as the new campus is up and running. At that rate, there are already approximately 3+ years of sales available at hand.current production plant.

The typical structure will be a home in the 1,100 - 3,000 sq. ft. range that will sell to the contractor or developer for around $80,000 to $200,000 with the average being $150,000. Obviously, the company will look to increase output to meet the demand and expects to do this through minimal internal financing. The typical net margin is in excess of 20% and, once in production, the company does not expect to incur first year losses.

Operations Management

When the new Fabrication Building and Production Building have been completed at the industrial site, production will be commenced. The Auscrete Team will comprise of a minimal tiered management structure that enables control and knowledge to be firmly at the hands of senior management ensuring rapid and simplified direct reporting to action.

Upon commencement of Auscrete's activity, underUnder control of the CEO will be marketing, manufacturing operations, design architecture and engineering, administration and safety compliance. Additionally, the

Construction Manager will oversee Auscrete's own construction activities as well as liaise with contractors and developers.

Operations

Design and Engineering will prepare new design concepts and adapt customer's designs, either residential or commercial, to the Auscrete style of construction as well as preparing all drawings for manufacturing on the production floor.

Manufacturing will involve the use of, initially, 16 hydraulically operated multi process casting tables with each table able to produce 5 panels per 2 weeks. This allows for the materials to cure adequately enabling safe removal from the table. The panels are then taken to the finishing area where they are prepared for delivery and shipping.

The construction manager will be responsible for liaising with contractors, developers and other customers to ensure the satisfactory completion of their contract. As well, the company will have its own construction division that will not conflict with other contractors but will enable the company the ability to carry out construction operations where no alternative exists. The construction manager will also oversee these operations.

Future Strategy

Auscrete Corporation intends to position itself as a major supplier in the affordable housing market. Housing is generally considered "affordable" when its cost does not exceed 30 percent of the median family income in a given area. In many parts of the country, housing costs have shown signs of adversely affecting corporations, workers and local economies. Yet, still the availability of affordable housing is becoming increasingly scarce.

The company is promoting a product that will not only make housing affordable but also offers some luxuries as well, such as incorporated heat pump/air conditioning units that would not be available in other houses at such comparable pricing. By constructing with the Auscrete Building System, those luxuries will result in lower cost utilities and a comfortable 'feel' to the living environment, as can be achieved with a product offering excellent thermal and soundproofing qualities as well as superb fire resistance.

Developers and contractors will offer the homes as complete ready constructed site-built units on suitable land. They are NOT and will not be offered under the banner of such categories as 'pre-fabricated', ‘modular” or 'factory built' homes. They are just plain good value masonry homes built of a time proven product, concrete.

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The company is establishing its expanded operations and manufacturing facility in the Industrial Estate area of Goldendale, WA. Goldendale is a city of around 4,500 people about 110 miles east of Vancouver, WA.

Construction of the plant should take 5-6 months. The advantage of Goldendale is it is located very close to 2 main highways, I-84 east/west and I-97 north/south. The location will help considerably with the delivery of Auscrete’s building materials initially to the Northwest area and will also simplify the delivery of raw materials to the facility. It is anticipated that in the initial year the company will be able to produce enough panel sets for the construction of over 40 homes.

Although Auscrete can economically deliver whole house panel sets as far away as New Mexico or Alberta, Canada, there is a plannedthe Company will concentrate mostly on its home markets here in the Northwest where future facility to be set up in either Texas or New Mexico. Further efficienciesgrowth will be achieved by servicing athis fast-emerging market in this above average (for affordable housing) growthevolving area. Additionally, a plant in Texas could quite easily address the Arizona and New Mexico market, now that the market recovery in those areas has heated up.

The company plans on selling most of its output to developers, contractors and builders who will purchase the complete set of wall, roof and interior panels from Auscrete and use their own construction crewcrews to construct the house.houses. 

Additionally, the company recently reported it had entered agreement with Spiro Sapounas representing a Canadian development consortium to set up a manufacturing plant in Canada. Auscrete will own 75% of this Canadian venture, with the other 25% in the hands of the Canadian Partners. Financing for this project does not form part of the Goldendale, WA initiative described herein. The agreement calls for financing to be acquired from other sources, specifically Federal and Proventil Governments and the Canadian Partners, for the venture.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, our Chief Executive and Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief Executive and Financial Officer concluded as of September 30^th, that our disclosure controls and procedures wereare not effective such that the information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal controls

There were no changes in our internal control over financial reporting during the ninethree months ended September 30,th, 2018 2019 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

At present, the Company is not engaged in or the subject of any material pending legal proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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The Company has sold shares for the purpose of Note Conversion but has not received proceeds from any of these sales during the ninethree months ended September 30, 2018.2019.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

* Filed herewith.

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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.

AUSCRETE CORPORATION

Date: November 14, 201819, 2019  

By:

/s/ A John Sprovieri

A. John Sprovieri

(Chief Executive and Financial Officer)

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