Attached files

file filename
EX-3.1 - AUSCRETE Corpex3_1.htm
EX-3.2 - BYLAWS - AUSCRETE Corpex3_2.htm
EX-5.1 - AUSCRETE Corpex5_1.htm
EX-10.7 - NORTHWEST REALTY LETTER OF INTENT - AUSCRETE Corpex10_7.htm
EX-10.6 - GORGE VISTA LETTER OF INTENT - AUSCRETE Corpex10_6.htm
EX-10.3 - GOLDENDALE, WA HOME SALE AGREEMENT - AUSCRETE Corpex10_3.htm
EX-10.1 - RUFUS, OR HOME SALE AGREEMENT - AUSCRETE Corpex10_1.htm
EX-10.5 - WASCO, OR HOME SALE AGREEMENT - AUSCRETE Corpex10_5.htm
EX-10.2 - WIND TOWER CONSTRUCTION INVOICE - AUSCRETE Corpex10_2.htm
EX-23.1 - AUSCRETE Corpex23_1.htm
EX-10.4 - PORTLAND GENERAL ELECTRIC CONTROL BUILDING CONSTRUCTION INVOICE - AUSCRETE Corpex10_4.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1/A2
Amendment No. 2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

     
Auscrete Corporation
(Exact Name of registrant in its charter)
 
Wyoming
3272
27-1692457
(State or jurisdiction of incorporation
or organization)
(Primary Standard Industrial Classification
Code Number)
(I.R.S. Employer Identification No.)
 
504 West First St.
Rufus, OR 97050
Our telephone number is (541) 739-8200
(Address and telephone number of principal executive offices)
 
Pocket Counsel, Inc.
c/o Luc Nguyen, Esq.
1192 Draper Pkwy. #244
Draper, UT 84020
(801) 349-8274
(Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

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

    Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company  x
 
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

CALCULATION OF REGISTRATION FEE

Tile of each class of securities to be registered
Dollar amount to be registered
Proposed maximum offering price per share (1)
 Proposed maximum aggregate offering price
Amount of registration fee (2)
Common Stock
$3,000,000.00
$0.30
$3,000,000.00
$213.90

 
(1)
This is an initial offering of securities by the registrant and no current trading market exists for our common stock. The Offering price of the common stock offered hereunder has been arbitrarily determined by the Company and bears no relationship to any objective criterion of value. The price does not bear any relationship to the assets, book value, historical earnings or net worth of the Company. In determining the Offering Price, the Company considered such factors as the prospects, if any, of similar companies, the previous experience of management, the Company's anticipated results of operations, the present financial resources of the Company, and the likelihood of acceptance of this Offering.

 
(2)
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457.
 


 
 

 
 
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
 
SUBJECT TO COMPLETION
 
 
PRELIMINARY PROSPECTUS
 
 
AUSCRETE CORPORATION
 
 
Shares of Common Stock
7,000,000 Minimum - 10,000,000 Maximum

$0.30 per share
 
Auscrete Corporation (“Auscrete” or the "Company") is offering on a best-efforts basis a minimum of 7,000,000 (the “Minimum Offering”) and a maximum of 10,000,000 shares of its common stock at a price of $0.30 per share in a direct public offering, without any involvement of underwriters or broker-dealers. The shares are intended to be sold directly through the efforts of its Directors and Officers of the Company.  As of this date, we have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if we were to enter into such arrangements, we will file a post effective amendment to disclose those arrangements.  For more information, see the section titled "Plan of Distribution" herein.

The proceeds from the sale of the shares in this offering will be payable to Auscrete Corporation Trust Account f/b/o Auscrete Corporation. All subscription funds will be held in escrow in a non-interest bearing Trust Account at Banner Bank, Hermiston, Oregon pending the achievement of the Minimum Offering and no funds shall be released to Auscrete Corporation until such a time as the minimum proceeds are raised. If the minimum offering is not achieved within 270 days of the effective date of this document, all subscription funds will be returned to investors promptly without interest or deduction of fees. The Company shall have the right, in its sole discretion, to extend the initial offering period an additional 270 days. See the section entitled "Plan of Distribution” herein. Neither the Company nor any subscriber shall receive interest no matter how long subscriber funds might be held.
 
The offering may terminate on the earlier of: (i) the date when the sale of all 10,000,000 shares is completed, (ii) anytime after the minimum offering of 7,000,000 shares of common stock is achieved, or (iii) 270 days from the effective date of this document, or any extension thereto. The offering will in no event continue for more than two years following the effective date of this document.
 
Our common stock is presently not traded on any market or securities exchange. We anticipate obtaining quotation of our common stock on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be quoted on the OTC Bulletin Board or, if quoted, that a public market will materialize.  There is no assurance of when, if ever, our stock will be listed on an exchange.  We are a development stage company that currently has limited operations and has not generated any revenue. Therefore, any investment involves a high degree of risk.
 
 
1

 
 
At the present time, the Company is classified as a “shell company” under Rule 405 of the Securities Act. As such, all restricted securities presently held by the founders of the Company may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases to be a “shell company”; (2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
 
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 4-8.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
We intend to sell our shares at $0.30 per share. We determined this offering price arbitrarily by adding a $0.10 premium to the last sale price of our common stock to investors. We anticipate obtaining quotation of our common stock on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be quoted on the OTC Bulletin Board or, if quoted, that a public market will materialize.  There is no assurance of when, if ever, our stock will be listed on an exchange.
 
Any broker/dealers who act in connection with the sale of the shares will be deemed to be "underwriters" within the meaning of the Securities Acts of 1933, and any commissions received by them and any profit on any resale of the shares as a principal might be deemed to be underwriting discounts and commissions under the Securities Act.
 
This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Subject to completion, dated October 6, 2010

 
2

 
 
TABLE OF CONTENTS
 
 
Page
Summary
4
   
Summary Financial Information
4
   
Risk Factors
5
   
Forward-Looking Statements
9
   
Use of Proceeds
9
   
Determination of Offering Price
9
   
Dilution
9
   
Selling Shareholders
10
   
Plan of Distribution
10
   
Description of Securities
11
   
Interest of Named Experts and Counsel
12
   
Description of Business
12
   
Legal Proceedings
20
   
Market for Common Equity and Related Stockholder Matters
20
   
Plan of Operations
21
   
Changes in and Disagreements with Accountants
25
   
Available Information
25
   
Directors, Executive Officers, Promoters and Control Persons
25
   
Executive Compensation
27
   
Security Ownership of Certain Beneficial Owners and Management
27
   
Certain Relationships and Related Transactions
28
   
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
28
   
Financial Statements
28

 
3

 
 
SUMMARY
 
PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.

Initially, we intend to manufacture lightweight cellular concrete wall, roof and interior panels for use in the construction of residential housing. Our principal business will be to supply builders and contractors with pre-cast wall, roof and interior panels for use in the construction of single-family homes.  Our aim will be to offer pre-cast panels that are not only affordable, energy efficient and eco-friendly but have superior fireproofing and sound and thermal insulation qualities. Potentially, we may begin constructing homes ourselves.

We were incorporated on December 31, 2009 under the laws of the state of Wyoming. Our principal offices are located at 504 West First St. Rufus, OR 97050 and our telephone number is (541) 739-8200.

THE OFFERING:

Securities Being Offered
A minimum of 7,000,000 and up to 10,000,000 shares of common stock.
Offering Price
We will sell our shares at $0.30 per share. We determined this offering price arbitrarily by adding a $0.10 premium to the last sale price of our common stock to investors.
Terms of the Offering
We will conduct the offering on a best efforts basis, using the efforts of our directors and officers, and that the intended methods of communication include telephone, personal contact, and mass advertising such as the internet and print media.
Termination of the Offering
The offering may terminate on the earlier of: (i) the date when the sale of all 10,000,000 shares is completed, (ii) anytime after the minimum offering of 7,000,000 shares of common stock is achieved, or (iii) 180 days from the effective date of this document, or any extension thereto. The offering will in no event continue for more than two years following the effective date of this document.
Use of Proceeds
 
We will use the net proceeds from this offering for general corporate purposes, including working capital and capital expenditures, and potentially for establishing our manufacturing facilities, distribution channels and construction operations.

SUMMARY FINANCIAL INFORMATION

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

BALANCE SHEET
 
As of February 26, 2010 (Audited)
 
       
Total Assets
  $ 9,069  
Total Liabilities
  $ 0  
Stockholders Equity
  $ 9,069  
         
         
INCOME STATEMENT
       
Revenue
  $ --  
Total Expenses
  $ --  
Net Loss
  $ --  
         

 
4

 
 
RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

WE  WILL  NEED  A  MINIMUM OF APPROXIMATELY $2,100,000 TO PROCEED WITH OUR BUSINES PLAN  AND  IF UNABLE TO RAISE THAT AMOUNT NET OF OFFERING COSTS, WE WILL HAVE TO REVISE  OUR  BUSINESS  PLAN  OR  CLOSE  OUR  BUSINESS.

We had no working capital as of April 26, 2010.  We currently do not have any manufactured product and we have no income.  Our business plan calls for expenditures in the amount of $2,100,000 to get our initial product to market.  If we are able to sell 100% of the shares offered by Auscrete Corporation or even 70% or of the shares offered by Auscrete Corporation we should be able to meet this objective.  Even after our initial products are ready to sell, there can be no assurance they will generate sufficient revenues to sustain our business operations.  The $2,100,000 needed for funding at the present time may not be available to us. In the event we do not sell at least 70% of the offering, it will be necessary to suspend operations and seek alternative sources of funding. If we are not successful in obtaining funding, we will not be able to achieve revenues and our business will likely fail.

BECAUSE WE HAVE NOT YET COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.

We were incorporated on December 31, 2009 and to date have been involved primarily in organizational activities. We have not earned revenues as of the date of this prospectus.

Accordingly, you cannot evaluate our business, and therefore our future prospects, due to a lack of operating history. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. In addition, there is no guarantee that we will be able to expand our business operations. Even if we expand our operations, at present, we do not know precisely when this will occur.

WE  HAVE  NOT  GENERATED REVENUES AND DO NOT EXPECT TO GENERATE REVENUES UNTIL A MINIMUM  OF  12  MONTHS  FOLLOWING  A  SUCCESSFUL  CONCLUSION  OF THIS OFFERING.

We have not generated any revenues as of the date of this prospectus and do not expect to generate revenues until at least 12 months after we obtain funding from this offering.  Prior to completion of our development stage, we anticipate that we will incur increased operating expenses without realizing any revenues.  We therefore expect to incur significant losses into the foreseeable future. Potential investors should be aware of the difficulties we yet face in the development and the implementation of our business plan. These risks include without limitation:
 
 
--    Completion of our manufacturing facilities and
 
--    The acceptance of our proposed products into the market place to a sufficient extent that our operations become economically viable.

The likelihood of success must also be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the development of our business plan.  There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.  If we are unsuccessful in addressing these risks, our business will most likely fail.

INVESTORS WILL BE UNABLE TO SELL THEIR SECURITIES IF NO MARKET DEVELOPS FOR THOSE SECURITIES.

No market exists at the present time for our common shares.  Investors in the offering will purchase securities that cannot be resold by those investors since no market exists.  Even though at some time in the future we intend to create a public market for our common shares, there can be no assurance when the market will develop or if the market will ever develop.  If we are not successful in developing a market for our common shares, investors will not be able to sell their securities and will suffer a loss of their investment.
 
 
5

 
 
BECAUSE OUR PROPOSED PRODUCTS ARE SPECIALTY PRODUCTS THAT WILL APPEAL TO ONLY A NARROW PORTION OF THE U.S. POPULATION, UNLESS WE CAN ACHIEVE BROAD BASED MARKETING SUCCESS IT IS LIKELY OUR CONCRETE CASTING BUSINESS WILL NOT SUCCEED.
 
Our proposed products are not currently as widely used in the construction of residential housing as competing materials such as drywall, wood, gypsum, or plaster panels.  To succeed we will need to market our proposed products to a wide geographic area to appeal to a wider market.  If we cannot become the supplier of pre-cast cellular concrete wall, roof and interior panels to broad base of builders and contractors, it will be difficult for us to achieve financial success and investors may lose their investments.

WE DEPEND ON JOHN SPROVIERI WHOM WE MAY NOT BE ABLE TO RETAIN, IN WHICH EVENT WE COULD NOT CONTINUE TO DEVELOP OUR BUSINESS PLAN.

John Sprovieri is our only officer and our principal director who has the expertise to run and oversee the development of our business.  We would not be able to retain Mr. Sprovieri if he should die, become disabled or become engaged in other business pursuits to the extent he cannot devote sufficient time to our business.  In such event, we could not prosecute our business plan unless we can replace Mr. Sprovieri.  It is uncertain whether we would be able to do so.  In addition, we have no key-man life insurance on Mr. Sprovieri.

THE INDUSTRY IN WHICH  WE  INTEND TO COMPETE IS HIGHLY CYCLICAL AND ANY DOWNTURN RESULTING IN LOWER DEMAND OR INCREASED SUPPLY WOULD HAVE A MATERIALLY ADVERSE IMPACT ON OUR FINANCIAL RESULTS.

The building products manufacturing and distribution industry is subject to cyclical market pressures caused by a number of factors that are out of our control, such as general economic and political conditions, levels of new construction, interest rates and population growth. To the extent that cyclical market factors adversely impact overall demand for environmentally friendly building products or the prices that we can charge for our products, our net sales and margins would likely decline in the same time frame as the cyclical downturn occurs. Because much of our overhead and expense is relatively fixed in nature, a decrease in sales and margin generally could have a significant adverse impact on our results of operations. Also, to the extent our potential customers experience downturns in business; our ability to collect our receivables could be adversely affected. Finally, the unpredictable natures of the cyclical market factors that impact our industry make it difficult to forecast our operating results.

OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.

PRODUCT LIABILITY CLAIMS AGAINST US COULD RESULT IN ADVERSE PUBLICITY AND POTENTIALLY SIGNIFICANT MONETARY DAMAGES.

Like other manufacturers of products that are used by consumers, we face an inherent risk of exposure to product liability claims in the event that the use of our proposed pre-cast concrete products results in injury. In addition, since we have no operating history, we cannot predict whether or not product liability claims will be brought against us in the future, or the effect of any resulting negative publicity on our business. Moreover, we may not have adequate resources in the event of a successful claim against us. We will rely on obtaining general liability insurance to cover product liability claims. The successful assertion of product liability claims against us could result in potentially significant monetary damages and if our insurance protection is inadequate to cover these claims, they could require us to make significant payments.

 
6

 
 
BECAUSE THE MARKETS IN WHICH WE COMPETE ARE HIGHLY COMPETITIVE AND MANY OF OUR COMPETITORS HAVE GREATER RESOURCES THAN US, WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AND WE MAY BE UNABLE TO GAIN MARKET SHARE.

We compete with a large number of competitors in the construction supply business.  In addition to other companies that manufacture and distribute pre-cast aerated concrete wall, roof and interior panels, we will compete with companies that supply panels made of alternative materials such as drywall, gypsum, plaster and wood.  In addition, we will compete with local, regional and national home improvement wholesalers and retailers who offer panels directly to the public.   We expect to face increased competition in the future. Further, many of our potential competitors have longer operating histories, greater name recognition, access to larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources than us. As a result, they may be able to respond more quickly to changing customer demands or to devote greater resources to the development, promotion and sales of their products than we can. It is possible that new competitors or alliances among existing competitors could emerge and rapidly acquire significant market share, which would harm our business. If we fail to compete successfully, our business would suffer and we may lose or be unable to gain market share.

THE DEMAND FOR PRODUCTS REQUIRING SIGNIFICANT INITIAL CAPITAL EXPENDITURES SUCH AS OUR PRE-CAST CONCRETE PRODUCTS IS AFFECTED BY GENERAL ECONOMIC CONDITIONS.
 
The United States and international economies have recently experienced a period of slow economic growth. A sustained economic recovery is uncertain. In particular, terrorist acts and similar events, continued turmoil in the Middle East or war in general could contribute to a slowdown of the market demand for products that require significant initial capital expenditures, including demand for new residential buildings. In addition, increases in interest rates may increase financing costs to customers, which in turn may decrease demand for our products. If the economic recovery slows down as a result of the recent economic, political and social turmoil, or if there are further terrorist attacks in the United States or elsewhere, we may experience decreases in the demand for our pre-cast concrete products, which may harm our operating results.
 
 
WE WILL RELY PRIMARILY UPON COPYRIGHT AND TRADE SECRET LAWS AND CONTRACTUAL RESTRICTIONS TO PROTECT OUR PROPRIETARY RIGHTS, AND, IF THESE RIGHTS ARE NOT SUFFICIENTLY PROTECTED, OUR ABILITY TO COMPETE AND GENERATE REVENUE COULD SUFFER.

 We will seek to protect our proprietary manufacturing processes, documentation and other written materials primarily under trade secret and copyright laws. We will also require employees and consultants with access to our proprietary information to execute confidentiality agreements. The steps taken by us to protect our proprietary information may not be adequate to prevent misappropriation of our technology. In addition, our proprietary rights may not be adequately protected because:

 
People may not be deterred from misappropriating our technologies despite the existence of laws or contracts prohibiting it;

 
Policing unauthorized use of our intellectual property may be difficult, expensive and time-consuming, and we may be unable to determine the extent of any unauthorized use; and

 
Reverse engineering, unauthorized copying, or other misappropriation of our proprietary technologies could enable third parties to benefit from our technologies without paying us for doing so. Any inability to adequately protect our proprietary rights could harm our ability to compete, to generate revenue and to grow our business.

WE MAY NOT BE ABLE TO MANAGE OUR FUTURE GROWTH EFFECTIVELY.

           We may be unable to manage future growth. To successfully manage our growth and handle the responsibilities of being a public company, we believe we must effectively:

 
Hire, train, integrate and manage additional qualified engineers for research and development activities, sales and marketing personnel, and financial and information technology personnel;

 
Retain key management and augment our management team, particularly if we lose key members;

 
Continue to enhance our customer resource management and manufacturing management systems;

 
Implement and improve additional and existing administrative, financial and operations systems, procedures and controls;
 
 
7

 
 
 
Expand and upgrade our technological capabilities; and

 
Manage multiple relationships with our customers, suppliers and other third parties.

           We may encounter difficulties in effectively managing the budgeting, forecasting and other process control issues presented by rapid growth. If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, satisfy customer requirements, execute our business plan or respond to competitive pressures.

THE SUCCESS OF OUR BUSINESS WILL DEPEND ON THE CONTINUING CONTRIBUTIONS OF OUR KEY PERSONNEL.

We rely heavily on the services of our key executive officers, directors, and key employees including John Sprovieri – our Chief Executive Officer and Director, Clifford Jett, our Director, William Beers, our Director, Chris Longphre, our General Contractor RMI (Responsible Managing Individual), and Kimberly Grimm, our Internal Operations Manager. The loss of services of any director or principal member of our management team could adversely impact our operations. We believe our future success will depend upon our ability to retain these key employees and our ability to attract and retain other skilled managerial, engineering and sales and marketing personnel. However, we cannot guarantee that any employee will remain employed at the Company for any definite period of time.

OUR MANAGEMENT WILL HAVE BROAD DISCRETION IN USING THE NET PROCEEDS OF THIS OFFERING, AND YOU WILL NOT HAVE THE OPPORTUNITY, AS PART OF YOUR INVESTMENT DECISION, TO ASSESS WHETHER THE PROCEEDS ARE BEING USED APPROPRIATELY.

We intend to use the net proceeds from this offering for general corporate purposes, including working capital and capital expenditures. Depending on future developments and circumstances, we may use some of the proceeds for other purposes. We do not have more specific plans for the net proceeds from this offering. Therefore, our management will have broad discretion in applying the net proceeds of this offering. The net proceeds could be applied in ways that do not improve our operating results. The actual amounts and timing of these expenditures will vary significantly depending on a number of factors, including the amount of cash used in or generated by our operations and the market response to the introduction of our product offerings.

WE INCUR SUBSTANTIAL COMPLIANCE COSTS AS A PUBLIC COMPANY.

As a public company, we will incur significant legal, accounting and other expenses. In addition, the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC has required changes in corporate governance practices of public companies.

ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.

We may raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of investors' shares.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, a return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.

We have never operated as a public company. We have no experience in complying with the various rules and regulations, which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.

 
8

 

FORWARD-LOOKING STATEMENTS

This discussion contains certain statements, which may be viewed as forward-looking statements that involve risks and uncertainties. When used herein, the words "believes", "anticipates", "expects" and similar expressions are intended in certain circumstances, to identify forward-looking statements.  Such statements are subject to a number of risks and uncertainties that could
cause actual results to differ materially from those projected, including the risks of a startup company becoming profitable and raising the funds required to do so. Given these uncertainties, you are cautioned not to place undue reliance on such statements. There are no assurances the company can fulfill such forward-looking statements. Such forward-looking statements are only predictions; actual events or results may differ materially as a result of risks facing the company. Some of these risks include changes in government regulations, lack of financing and undercapitalization, inability to compete on a price level with competitors, loss of supply contracts, and increases in shipping costs

USE OF PROCEEDS

We will use the net proceeds of this offering for general corporate purposes, including working capital and capital expenditures.  A more detailed description of our anticipated expenses can be found under the “Description of Business” section of this Prospectus.  We have not yet determined all of our anticipated expenditures and therefore cannot estimate the exact amounts to be used for all of the purposes discussed above. Accordingly, our management will have broad discretion in applying the net proceeds from this offering.

DETERMINATION OF OFFERING PRICE

We determined the offering price of $0.30 per share arbitrarily by adding a $0.10 premium to the last sale price of our common stock to investors.

DILUTION

Our net tangible book value as of April 26, 2010 was approximately $9,100, or $0.01 per share of common stock based on 1,067,500 shares of common stock outstanding. Net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of April 26, 2010. Dilution in net tangible book value per share to new investors represents the difference between the amount per share paid by purchasers of shares of class A common stock in this offering and the net tangible book value per share of common stock immediately after completion of this offering.
 
After giving effect to the sale of the minimum offering of 7,000,000 shares of class A common stock by us in this offering at the offering price of $0.30 per share, and after deducting estimated offering expenses payable by us of $5,214.00, our net tangible book value would be approximately $ $2,094,786.00, or $0.26 per share of common stock. This represents an immediate increase in net tangible book value of $0.25 per share of class A common stock to existing stockholders and an immediate dilution in net tangible book value of $0.04 per share to new investors purchasing shares of class A common stock in this offering based on the minimum offering amount.
 
After giving effect to the sale of the maximum offering of 10,000,000 shares of class A common stock by us in this offering at the offering price of $0.30 per share, and after deducting estimated offering expenses payable by us of $5,214.00, our net tangible book value would be approximately $3,003,886.0000, or $0.27 per share of common stock. This represents an immediate increase in net tangible book value of $0.26 per share of class A common stock to existing stockholders and an immediate dilution in net tangible book value of $0.03 per share to new investors purchasing shares of class A common stock in this offering based on the minimum offering amount.  The following table illustrates this per share dilution:

Minimum Offering ($2,100,000)
   
Public offering price per share of class A common stock
 
$0.30
Net tangible book value per common share as of April 26, 2010
$0.01
 
Increase in net tangible book value per share attributable to existing stockholders
$0.25
 
Net tangible book value per share as adjusted after this offering
 
$0.26
Dilution per share to new investors
 
$0.04
 
Maximum Offering ($3,000,000)
   
Public offering price per share of class A common stock
 
$0.30
Net tangible book value per common share as of April 26, 2010
$0.01
 
Increase in net tangible book value per share attributable to existing stockholders
$0.26
 
Net tangible book value per share as adjusted after this offering
 
$0.27
Dilution per share to new investors
 
$0.03
 
 
9

 
 
SELLING SHAREHOLDERS

There are no selling shareholders involved in this offering.

PLAN OF DISTRIBUTION

We are offering 7,000,000 shares of common stock minimum, 10,000,000 shares of common stock maximum on a self-underwritten basis. The offering price is $0.30 per share. There is no public market for our common stock. To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association. We have not identified or approached any broker/dealers with regard to assisting us to apply for such listing. We are unable to estimate when we expect to undertake this endeavor or that we will be successful. In the absence of listing, no market is available for investors in our common stock to sell their shares. We cannot guarantee that a meaningful trading market will develop or that we will be able to get our common stock listed for trading.

If the stock ever becomes tradable, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. As a result, investors may be unable to sell their shares at or greater than the price at which they are being offered.

This offering will be conducted on a best-efforts basis utilizing the efforts of the officers and directors of the Company. The intended methods of communication include, without limitation: telephone, personal contact and mass advertising methods such as the internet and print media.  As of this date, we have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if we were to enter into such arrangements, we will file a post effective amendment to disclose those arrangements.

The proceeds from the sale of the shares in this offering will be payable to Auscrete Corporation Trust Account - Trust Account fbo Auscrete Corporation. All subscription funds will be held in escrow in a non-interest bearing Trust Account at Trust Account at Banner Bank, Hermiston, Oregon pending the achievement of the Minimum Offering and no funds shall be released to Auscrete Corporation until such a time as the minimum proceeds are raised. If the Minimum Offering is not achieved within 270 days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest or deduction of fees. The Company shall have the right, in its sole discretion, to extend the initial offering period an additional 270 days. The offering will in no event continue for more than two years following the effective date of this document.  See the section entitled "Plan of Distribution” herein. Neither the Company nor any subscriber shall receive interest no matter how long subscriber funds might be held.

The officers and directors of the Company will not receive commissions for any sales originated on our behalf. We believe that our officers and directors are exempt from registration as brokers under the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act of 1934. In particular, as to our officers and directors, they:

1.           Are not subject to a statutory disqualification, as that term is defined in Section 3(a)39 of the Act, at the time of his or her participation; and

2.           Are not to be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

3.           Are not an associated person of a broker or dealer; and

Meets the conditions of the following:

a.           Primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and

b.           Was not a broker or dealer, or associated persons of a broker or dealer, within the preceding 12 months; and

c.           Did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs within this section, except that for securities issued pursuant to rule 415 under the Securities Act of 1933, the 12 months shall begin with the last sale of any security included within one rule 415 registration.

The officers and directors of the Company may purchase any securities in this offering.

 
10

 
 
There can be no assurance that all, or any, of the shares will be sold. As of this date, we have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if we were to enter into such arrangements, we will file a post effective amendment to disclose those arrangements because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named herein.  In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which we have complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of this date, we have not identified the specific states where the offering will be sold. We will file a pre-effective amendment indicating which state(s) the securities are to be sold pursuant to this registration statement.

Investors can purchase common stock in this offering by contacting the Company. All payments must be made in United States currency either by personal check, bank draft, or cashiers check. There is no minimum subscription requirement. All subscription agreements and checks are irrevocable. The Company expressly reserves the right to either accept or reject any subscription. Any subscription rejected will be returned to the subscriber within 5 business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once we accept a subscription, the subscriber cannot withdraw it.

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 500,000,000 shares of common stock at no par value per share.

Common Stock

As of April 26, 2010, there were 1,067,500 shares of our common stock issued and outstanding held by 41 stockholders of record.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have any outstanding warrants to purchase shares of our common stock.

Options

We have not issued and do not have any outstanding options to purchase shares of our common stock.

 
11

 
 
Convertible Securities

We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, an interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Luc Nguyen, Attorney at Law, with an address of 1192 Draper Pkwy., #244, Draper, UT 84020, has provided an opinion on the validity of our common stock.

The financial statements included in this prospectus and the registration statement have been audited by Lenning & Company to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS

Company Overview

Auscrete was incorporated in the State of Wyoming on December 31, 2009 and is a development stage company that will commence operations at the production development stage of the corporation.
 
Initially, Auscrete intends to manufacture lightweight cellular concrete wall, roof and interior panels for use in the construction of affordable residential housing using technology previously developed by the founders. The principal business will be to supply builders and contractors with pre-cast wall, roof and interior panels for use in the construction of single-family homes. Although Auscrete has not begun operations, it intends to acquire certain assets including intellectual property (i.e., technology, processes, know how, goodwill) and equipment owned by a company owned and run by John Sprovieri, our CEO and one of our founders.  The name of that company is also Auscrete Corporation organized under the laws of the state of Oregon (“Auscrete of Oregon”).  These assets are currently operational and will be a solid foundation upon which Auscrete will build its broader manufacturing capabilities.
 
Auscrete’s products will be fabricated on a build to order basis and as such, variable costs will be incurred before the company receives any revenue. These variable costs differ based on the product constructed. Further detail on first year and second year expenditures is listed below. Although the second year expenditures will not be required at the commencement of operations, the purpose of the year two expenditures will be to enhance the manufacturing facilities and process in order to improve efficiency and reduce production costs.
 
At this juncture, Auscrete is a development stage company and has not earned any revenue. The plan of operation is forward-looking and there is no assurance that operations will ever begin.
 
Operations will begin following the raising of the required funds to do so through this offering. It is estimated that $2,100,000 (Two Million Dollars) (“Initial Capital Outlay”) will be required at a minimum to begin and continue operations for our first year.  A majority of this Initial Capital Outlay will be used to acquire the assets of Auscrete of Oregon.
 
Founder’s Development Activities to Date
 
Auscrete’s CEO and founder, John Sprovieri, possesses certain proprietary technology in cellular lightweight concrete manufacturing. John has applied his engineering and marketing expertise to develop and promote products under the product name,  Auscrete Cellular Concrete (“ACC”). ACC is the culmination of the refinements made to a technology developed in Australia in the mid 1980’s. The Australian product “Cellucon” has been used in many parts of the world, and Mr. Sprovieri has introduced it to the US.  The process enables infusion of millions of tiny air bubbles into a special inert concrete mix enabling the creation of a lightweight product without sacrificing strength or structural integrity.
 
 
12

 
 
      
Since obtaining the basic technology more than three years ago, Mr. Sprovieri has refined and modified the basic ACC formula utilizing various bubble producing machines to produce the product currently usable in building construction.
 
At Auscrete of Oregon, a number of specialized machines have been fabricated for the manufacturing of ACC including machinery that can produce various sized bubbles, hydraulically operated casting beds, concrete batching plant, materials handling equipment, specialized finishing machines and a “Hot Box” materials thermal testing cabinet that gives thermal “R” ratings of materials to ASTM specifications. Additionally, many sample panels have been produced for testing and for the construction of structures.
 
Putting the ACC technology to practical use, Mr. Sprovieri first produced a multi user rest room facility for the city park in Wasco, Oregon two years ago. The construction of the restroom facility provided valuable feedback which helped Mr. Sprovieri refine the manufacturing and construction process. The follow-up project to the restroom facility involved the construction of a 2,500 sq. ft. prototype house (pictured to the right) on land in Rufus, Oregon.
 
To date, Auscrete of Oregon has incurred approximately $809,600 in costs in connection with the development of ACC including expenditures for manufacturing equipment and some market development.  The following is a breakdown of the costs.
 
Cost of Development Breakdown

Purchase of Equipment (rounded down)
                         
Total
 
Concrete Batch Plant
  $ 16,500                          
9,000 sq. ft. Building New (not erected)
  $ 89,000                          
15,000# Forklift
  $ 20,000                          
6,000# Forklift
  $ 8,000                          
Tractor / Front End Loader
  $ 5,000                          
3 Volvo Semi-Tractors
  $ 44,000                          
20’ Trailer
  $ 3,500                          
Work Vehicles (Pickup, vans etc.)
  $ 7,400                          
Shop Equipment & Tools
  $ 14,000                          
Office Equip. Software & Drafting
  $ 29,500                       $ 236,400  
                                   
Manufacture of Specialized Equipment
 
Materials
   
Labor
                     
Modify Batch Plant for ACC production
  $ 6,200     $ 8,400                      
Foam Producing Machines
  $ 18,300     $ 35,000                      
2 Hydraulically Operated Molding Tables
  $ 6,100     $ 7,900                      
4 Regular 20’ Molding Tables
  $ 4,400     $ 9,400                      
1 Mobile Concrete Transporter
  $ 3,800     $ 2,600                      
Thermal Testing Hot Box
  $ 13,800     $ 42,000                      
2 Crane Attachments
  $ 2,900     $ 4,300                      
Concrete Panel Storage Racks
  $ 5,100     $ 5,500                      
Sand Bunker
  $ 1,100     $ 1.250                      
Mold Boards, Manual & Magnetic Clamps, Brackets
  $ 35,000     $ 40,000                 $ 253,000  
                                     
Prototype Development
                   Amounts Recuperated          
Rest Room Facility
  $ 13,400     $ 37,000     $ 32,200     $ 18,200          
Prototype House*
  $ 102,000     $ 108,000     $ 156,000     $ 54,000          
            $ 260,400             $ 260,400     $ 0  
                                         
General and Administration 3½ years
                                  $ 248,000  
Grand Total
                                  $ 809,600  

*Another $ 93,000 to be received on sale of house following use as a display home. Projected to be paid within 12 months
 
 
13

 
 
 
The current pilot plant facility is an old decommissioned service station rented from the city. The outer driveway   and back areas serve as the foundation for the two major casting beds and four smaller panel casting beds. Space is restricted. The concrete batching plant, with its 35-ton capacity cement silo is against the end wall of the driveway and is behind the sand storage pit. The office is the old service station office and the mechanical workshop serves as the fabrication area for the manufacture of rebar cage frames. Any other work has to be done out in the open areas.
 
 
 
Storage of completed panels, some as large a 16’ x 8’, is in industrial racks that have been built at the other end of the driveway area. To complete a 1,500 sq. ft. house, storage for as many as 30 wall panels and 25 roof panels would be needed. The plant is able to  produce up to four wall panels per week from the large casting beds, based on the capacity of the current equipment.

Current Projects of Auscrete of Oregon
     
       
1. Recently completed a 2,500 sq. ft. house in Rufus, OR*
  $ 249,000  
2. Construction almost completed: Wind tower access modules for Portland General Electric**
  $ 15,000  
3. Under Construction: Customer’s house in Goldendale, WA.***
  $ 186,000  
4. Under Construction: Portland General Electric control building in Wasco****
  $ 37,840  
5. Under Construction: Customer’s house in Wasco, OR*****
  $ 140,000  
6. Starts Soon: about to excavate the foundation for an Office/ Maintenance building, Wasco******
  $ 52,100  
7. Excavation on a multi user shower/public restroom in Dufer starts Sept. 2*******
  $ 45,100  
Total Estimated Receivables
  $ 725,040  

*   See Exhibit 10.1 “Sale Agreement” for purchase of home in Rufus, OR between Auscrete of Oregon (Seller) and Beers Jett LLC.  Beers Jett LLC is owned by Clifford Jett and William Beers who are founders and directors of the Company.
**  See Exhibit 10.2 representing the invoice to Degrange Construction, LLC, the general contractor engaged by Portland General Electric to build the wind tower.
***See Exhibit 10.3 “Sale Agreement” for purchase of home between Auscrete of Oregon (Seller) and Wendell and Linda Johnson.
****See Exhibit 10.4 representing invoice to Willie Williams, the general contractor engaged by Portland General Electric to build the control building.
***** See Exhibit 10.5 “Sale Agreement” for purchase of home in Wasco, OR between Auscrete of Oregon (Seller) and Beers Jett LLC.  Beers Jett LLC is owned by Clifford Jett and William Beers who are founders and directors of the Company.
****** No written contract as of yet for the proposed project, only verbal commitment.
******* No written contract as of yet for the proposed project, only verbal commitment.

Our Proposed Product
 
The corporation’s projected initial products will include homes and small commercial structures built from cellular concrete. Auscrete’s potential ability to create a light weight product that remains strong will enable production of affordable wall, roof and interior panels for the construction of these structures

The basic materials for the proposed Auscrete product will be cement, sand, water and a proprietary inert chemical that will support the creation and longevity of very small bubbles. Cement is a standard Portland cement readily available from many suppliers. Sand and water are readily available adjacent to the proposed plant. The chemical has previously been imported from Australia but will be manufactured by a Chemical Company in the US upon the commencement of operations.

 The proposed Auscrete product will be considered green in today’s evolving need for energy efficiency. Cellular concrete is perceived to be green, in part because of the minimal impact on the environment and its energy efficiency.  The aim is to have a structure that has minimum possible power consumption. Auscrete’s proposed cellular structures are projected to provide very high efficiency in insulation values and uses a very low power input.
 
 
14

 
 
Additionally, cement is an abundant material and, although it does use resources, its use is considered green when compared to products that use wood or oil based plasticized products. Sand is available readily and aged concrete can be ground and reused as aggregate. Non potable water can be used in concrete construction.
 
 Energy tests on the ACC product have been carried out by an independent engineering firm and were done to the ASTM C1363-05 standard. Various weights per cubic foot are used for panels in differing areas. In general, walls have an R rating of R22.3 and roof panels have an R rating of R32.7. This gives a whole house rating well in excess of the “whole house” Code requirement of R15.

Auscrete’s proposed products will enable the construction of homes that are extremely thermally efficient in all conditions, strong in earthquake zones, will not burn, have excellent sound proofing and be impervious to pests, rot and mold. This technology is ideal for the construction of homes is in the 1,000 – 3,000 sq. ft. range.

To provide homes at low cost, it will be necessary to produce the materials in a “mass production” format. That is why the company will incorporate the methodologies of large manufacturing companies in order to provide products for the construction of 150 affordable ($70k –$150k) high quality site built homes a year using Auscrete’s casting technology.

Technology

The foaming process used to produce the aerated concrete that will be the basis of our proposed products has its origins in a technology developed in the early 1980’s in Australia.  At that time, Romarada Chemicals of Victoria, Australia first produced a chemical mixture called Cellucon that had the ability to maintain its structural and tensile integrity during infusion of minute air bubbles, thus creating a much lighter concrete product, even when under mixing and blending stresses.

The Cellucon process has been further refined here in the US over the last 7 years by Auscrete’s founders. In particular, through experimentation they were able to determine the optimal balance between the size of the bubbles and the strength of the concrete. Auscrete’s founders have developed specialty bubble producing machinery that can very effectively control the bubble size as required for particular applications. As discussed above, the founders have previously used this process to successfully construct a large prototype house and rest room facility.

Auscrete’s founders’ proprietary method for producing the aerated concrete involves the mixing of cement, sand and water and the specially developed air charged foaming agent that is infused during manufacturing. This enables the product to contain millions of strong, tiny air bubble ‘aggregates’ evenly distributed throughout the lightweight cast panel sections. With the addition of air, there is room for expansion and contraction, allowing for a concrete product that is both durable and flexible.

The biggest advantage of Auscrete’s technology is that it can be produced as large panels at very low cost in a casting factory atmosphere with controlled simple casting techniques that ensures absolute quality control.

Housing Construction

Concrete is generally accepted as a standard basic building material. There appears to be little resistance to the use of concrete in home construction, particularly in the initial targeted sales areas of the Western United States.

Notwithstanding the economical and ecological advantages of our proposed product, there are also few limits to the type or style of home that can be built with our proposed product. Architectural style has no limitations with this system. The intricacies of any design are created easily by the casting mold shape and the structural materials used, which are for the most part, treated steel and concrete.

In addition our proposed product will have the advantage of allowing for premium features not found in other building materials.  Such features include soaring cathedral ceilings without unsightly trusses, tubular solar skylights to reduce energy consumption, unparalleled energy efficiency, excellent sound reduction, utility rooms, lots of storage areas and single or double car garages.

The panels for the construction of a home will be cast in our proposed factory under tight quality control. There are large (typically 25’ x 10’) hydraulically tilting steel casting tables that can handle the largest panels of any house. Each panel mold is made up of vinyl moldboards that can be snapped together in the shape and size as required.

 
15

 
 
Each wall panel incorporates a cast-in, skeletal reinforcing frame containing vertical steel tubes, through which the hold down bolts pass to secure the panel to the concrete slab base.  At the same time, electric conduit and boxes are set in place and any vent tubes that required.

The specialized concrete is then applied to the mold and finished to a smooth, flat appearance. As the inside walls of the house are the inner side of the panel, surface finish is very important because the interior paint or other surfacing will be applied directly to that panel.

The roof is also made of lightweight concrete to give excellent overall energy efficiency and the individual panels are cast as typically 18’ x 4’ sections. The undersides of these panels become the ceiling in the cathedral roof design.  Because of their light weight, many panels can be loaded onto a step deck semi-trailer and delivered to the site, either close by or many miles away.

The panels are then assembled on the prepared concrete slab by being craned into place. Long, high tensile bolts are fitted right down from the top of the wall panel and pass through the fabricated reinforcing frame pulling together a stable and strong assembly. A 2-millimeter (.080”) thick adhesive/sealant barrier is applied between all concrete joints before being finally positioned and tightened down.

After setting of the wall panels, electrical wiring is fed through the conduit and the roof panels are then hoisted into place. These panels are held down with heavy duty, high tensile bolts threaded into the cast in receivers on the top of the side and cross walls.

The wall and roof panels are usually set in place over 5 days and the finishing of the house is commenced. As a lot of the fitting is already cast into the panels at the factory, it takes just a few weeks to finish plumbing, electrical and fitting of windows and doors, cabinets and roof shingles or metal roof finish as required by the contract.

The final stucco finish, once again simply applied direct to the concrete, is applied in 2 days and the house is ready for occupation.

Other Potential Uses

Although the Company will initially be focused on manufacturing panels for the construction of single family and multi unit housing, our proposed product line may be expanded in the future for other uses.

•      Construction of commercial and industrial office and factory structures.
•      Construction of soundproof structures such as sound stages and studios.
•      Construction of molded structures such as arches and building fascias.
•      Construction of thermal structures such as public restrooms and cold stores.
•      Construction of walls and fences such as freeway sound barriers and general fencing.
•      Construction of lawn and garden furniture and attractions.
•      Construction of housing and structures using pre-made blocks and sections.

Market

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 and shortages have begun to show signs of adversely affecting corporations, workers and local economies. Affordable housing is becoming increasingly scarce.

Our Strategy

We intend to promote a product that will not only make housing affordable but offer some luxuries as well, such as optional heat pump air conditioning that would not be available in other houses at such comparable pricing. We believe that by constructing with the proposed Auscrete aerated concrete, 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.

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

 
16

 
 
Initially, we intend to establish our operations and a manufacturing facility in the Industrial Estate area of Rufus, Oregon. Rufus is a small city about 110 miles east of Portland. Construction of the plant should take 10-12 months.  The advantage of Rufus is it is located on 2 main highways, I-84 east/west and I-97 north/south.

           The location will help considerably with the delivery of our pre-cast panels initially to the Northwest area and will also simplify the delivery of raw materials to our facility.  We anticipate that in the initial year we will be able to produce enough panel sets for the construction of 150 homes.

We believe that we will be able to economically deliver whole house panel sets as far away as Arizona or Alberta, Canada. However, with a future facility to be set up in Central California, we believe that we will be able to achieve further efficiencies to be able to service a fast emerging market in this above average (for affordable housing) growth area.   Additionally, a plant in Central California could easily initially address the Arizona market once the market recovery in that area has taken effect.

We plan on selling most of our output to developers, contractors and builders who will purchase the complete set of wall, roof and interior panels from us and use their own construction crew to complete the house.

Immediate Market Opportunities

The company has identified two immediate market opportunities that it could benefit from as soon as manufacturing commences but could be serviced by other construction companies using existing methods. Without manufacturing in place, Auscrete would not be able to take advantage of these opportunities.

The first opportunity involves a development on the outskirts of the city of Rufus. The market for affordable housing jumped recently with the construction of hundreds of wind tower generators throughout ours and nearby counties. Maintenance personnel are currently being trained at The Dalles Community College and elsewhere and it is believed that there will be up to 600 maintenance positions available over the next 3 years.

The area is already stretched to the limit for housing and some of the current personnel drive up to 90 miles each way every day. Because of the shortage of build-able land in the counties, being mostly farmland, the 2 opportunities offered to Auscrete are certainly considerable.  The first is from Gorge Vista, LLC. This company has over 180 acres of residential land in the heights behind the city and is very nearly all the residential land of any volume, (except for our second offer) available within 45 miles.   The development is called Gorge Vista and is to be a mix of housing, community center and green space offering affordable housing in what will be a beautifully prepared neighborhood.  Gorge Vista has planned for 100 affordable homes initially on the lower section and probably up to 30 or more upper level homes at the heights. The homes that they would like to place on this land are Auscrete’s homes, not just for price advantage but also for the ability to look a little ‘southwest’ in their appearance, a look that is very easy for us to achieve.  Gorge Vista’s principal, John Schmidt, has personally proposed that we consider contracting with his company to provide materials for the construction of 100 homes on this development over the next 3-4 years. This is an order at today’s rates for $13.5 million and could increase considerably if we are also to do the final construction on the site. Gorge Vista, LLC has provided a letter of intent and a copy of which is attached hereto as Exhibit 10.6.

The other opportunity is to be involved in the construction of up to 30 homes on the NW Realty development near Wasco, a city bordering Rufus. Mike Nilson, principal of NW, intends to also provide affordable housing to the populace that will be moving into the area in the next few years and expects to sell at least 10 to 15 homes this coming year. He has requested that Auscrete be involved in the home construction on this development as he feels that these are the best value in affordable housing today. We also have a letter of intent from Mike Nilson, a copy of which is attached hereto as Exhibit 10.7.

Initial Capital Expenditures

Assuming the letters of intent discussed under the Section “Immediate Market Opportunities” above are converted into written contracts, the Company will require the following capital expenditures in order to meet the projected manufacturing requirements for fulfilling those projected contracts.

Year 1 Capital Asset Purchases
     
Purchase land, purchase 2 factory buildings, cast office building. Move in.
    710,000  
Land Preparation and erection of buildings
    732,000  
Machinery, silos, batchers, mixers, conveyers, trailers, crane & forklift.
    312,000  
Specialized equipment, casting beds etc. manufactured ‘in house’
    176,000  
Shop equipment, press, lathe, welders etc.
    39,000  
Office equipment, drafting software, computers etc.
    10,000  
Total Asset Expenditures Year 1
  $ 1,979,000  
 
 
17

 
 
Year 2 Capital Asset Purchases
       
Purchase 2 factory buildings, Erection and Commissioning
    480,000  
Land Preparation and erection of buildings
    400,000  
Machinery, silos, batchers, mixers, conveyers, trailers & forklifts.
    278,000  
Specialized equipment, casting beds etc. manufactured ‘in house’
    176,000  
Shop equipment, shears, rollers etc.
    12,000  
Office equipment, drafting software, computers etc.
    20,000  
Total Asset Expenditures Year 2
  $ 1,366,000  

Marketing

Our principal marketing efforts will be focused on interpersonal contacts and relationships.  We intend to first leverage our contacts and relationships in and around Rufus, Oregon along with our local knowledge of the area to market our proposed product and distinguish ourselves. Our initial marketing thrust will include meetings with developers and construction companies to supply our proposed product for their own construction needs. Although we intend to eventually build homes through our own construction division, we initially anticipate that over 90% of our sales will be to contractors and developers once our manufacturing gets off the ground.

Revenue

Should the Company start operations the revenue will come from the purchase of our concrete panels and panel sets.  Specific prices may change due to elasticity of demand and fluctuations in commodity prices but currently we anticipate revenues derived of the typical homes listed below as follows:

1,000 Sq. Ft. Home:
  $ 46,000  
1,500 Sq. Ft. Home:
  $ 69,000  
2,000 Sq. Ft. Home:
  $ 92,000  
2,500 Sq. Ft. Home:
  $ 115,000  

At present the Company does not have any current customers or customer contracts. However, as discussed above, the Company has two letters of intent attached as Exhibits 10.6 and 10.7 that present immediate market opportunities contingent on the Company raising the required funds for establishing and launching its manufacturing capabilities. As such, the Company cannot be certain that it will generate any revenues in the future.

Competition

The building supplier industry is a highly competitive industry.  We compete with a large number of competitors in the construction supply business.  In addition to other companies that manufacture and distribute pre-cast aerated concrete wall, roof and interior panels, we will compete with companies that supply panels made of alternative materials including but not limited to, drywall, gypsum and wood.  In addition, we will compete with local, regional and national home improvement retailers such as Home Depot and Lowe’s who offer other building materials to the public and to contractors.
 
Areas of Competition.  Competition in the housing industry relate to contractors, builders and developers all striving to achieve the common goal of generating business in the home construction industry. The following are the principal areas that will compete with Auscrete products:
 
a.      Tradition Concrete Construction. Traditional concrete is generally used in warmer states (e.g., Florida to California). Costs fall around the $130 per sq. ft range and have little insulation value.
 
b.      ICF construction. ICF (“Insulating Concrete Forms”) are external molds built of polystyrene with traditional concrete poured in between. ICF has insulation values comparable to Auscrete’s products. However, it is a labor intensive industry and normally costs in excess of $150 per sq. ft.
 
 
18

 
 
c.      Raastra Block Construction. Raastra block has good insulation values but involves block-laying at the site and filling with mortar. This process is also labor intensive and usually costs in excess of $ 160 per sq. ft.
 
d.      AAC (“Aerated Autoclaved Concrete”). AAC is a process where aluminum oxides are added to the concrete mix and create oxygen bubbles by chemical reaction to lighten the weight of the mixture. This process involves the block-laying and mortar filling elements. Also, these blocks are easily broken and there is a high level of loss. This process can cost up to $190 per sq. ft.
 
e.      Stick Built Construction (Wood frame).  The most common construction method of residential construction, this process can cost between $85 and $180 per square foot. The strength of wood framing is less than that of concrete.
 
 f.      Alternative Construction Methods.  Other construction methods include log houses, straw bale and various other alternative methods. These methods represent a very small percentage of the total construction market.
 
Methods of Competition.  To distinguish themselves in the construction supply business, suppliers employ a variety of methods to separate themselves from the competition.  One of the principal methods of competition is price.  National companies and large regional suppliers leverage their buying power to offer building supplies at reduced prices.  Local suppliers may attempt to match prices at the cost of reduced margins, but may look to other areas in which to compete. Suppliers may also tout their quality of materials, design, construction, deployment and customer service to distinguish themselves from the competition.
 
We expect to face increased competition in the future. Further, many of our potential competitors have longer operating histories, greater name recognition, access to larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources than us.  However, we believe that our unique position of being able to provide environmentally friendly “green” construction materials that are affordable and that incorporate a process that is distinguished from other building materials suppliers will allow us to compete effectively, especially in the Northwest where we have established relationships.
 
Insurance

We do not currently maintain insurance but intend to maintain general liability standard in the industry.

Employees

We are a development stage company and currently have no salaried or waged employees.  Our directors and officers currently serve the Company for no compensation.

Government Regulations

Our proposed products have already been approved to State and County building codes. The Auscrete of Oregon ACC concrete product which we will be assimilating has been submitted and approved by the State of Oregon asa pre fabricated building component and carries a registration with the Building Codes Division, license # PFC571. This registration is also accepted by the State of Washington as evidence of competency.

Proposed government regulations may include requirements for increased energy efficiency and material and construction standards for tornado and flood areas. These potential regulations may increase the cost of compliance but Auscrete is confident that its products will be able to meet or exceed any proposed requirements.

At present, no environmental laws either at the federal, state or local levels apply to the Auscrete manufacturing process.  If this changes in the future, and an environmental law becomes applicable, this could result in extra costs and delays that could have a negative effect on our business.

Research and Development

We have not conducted any research or development nor incurred any research or development expenditures since our incorporation.

 
19

 
 
Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Offices

Our office is currently located at 504 East First St. Rufus OR 97050 and our telephone number is (541) 739-8200. This location does not have the manufacturing capacity required by our anticipated operations. We intend to establish our headquarters and manufacturing facilities in the Rufus Industrial Estate if we are able to raise the minimum capital requirement under this offering. We do not pay any rent and there is no agreement to pay any rent in the future. Such costs are immaterial to the financial statements and, accordingly have not been reflected therein.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings. Our address for service of process in Wyoming is 109 W. 17th St.
Cheyenne, WY 82001.
 
 
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No Public Market for Common Stock.

There is presently no public market for our common stock. We anticipate obtaining quotation of our common stock on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be quoted on the OTC Bulletin Board or, if quoted, that a public market will materialize.

Stockholders of our Common Stock

As of the date of this registration statement, we have 41 registered shareholders.  The 20 largest shareholders are as follows:

   
NAME
ADDRESS
SHARES
1
 
Clifford D. Jett
PO Box 846, Rufus, OR 97050
300,000
2
 
John Sprovieri
PO Box 813, Rufus, OR 97050
300,000
3
 
William Beers
PO Box 825, Rufus, OR 97050
300,000
4
 
VAWT Earth Wind and Power
Unit 2393 Sidney, B.C. V8L 3Y3
97,000
5
 
Lynn Komar
61560 Sunny Breeze Lane, Bend, OR 97702
25,000
6
 
Julie Jett Regnell
1126 Olmo Way, Boulder City, NV  89005
3,000
7
 
Robert Tanner
PO Box 54, Grass Valley, OR  97029
2,500
8
 
Joe Hobbs
210 Webber Street, The Dalles, OR 970587
2,500
9
 
Billy Sullivan
PO Box 614, Hood River   OR   97031
2,500
10
 
Dan Newbold
30303 Maple Drive, Junction City, OR  97448
2,500
11
 
Lee Hall
30325 Maple Dr.   Junction City, OR.   97448
2,500
12
 
Kathleen D. Jett
PO Box 846, Rufus, OR 97050
1,000
13
 
Mary E Sprovieri
PO Box 813, Rufus, OR  97050
1,000
14
 
Linda Beers
PO Box 825, Rufus, OR 97050
1,000
15
 
Marjorie E. Yarnell
PO Box 6, Rufus   OR  97050
1,000
16
 
Sharon R. Nolan
PO Box 745, Rufus, OR   97050
1,000
17
 
Ryan R. Regnell
1126 Olmo Way, Boulder City, NV  89005
1,000
18
 
Roderick R. Regnell
1126 Olmo Way, Boulder City, NV 89005
1,000
19
 
Larry Barngrover
428 S. Lawndale Dr., Spring Creek, NV 89815
1,000
20
 
Ryan P. Sharp
PO Box 351, Pendleton, OR 97801-0351
1,000

 
20

 

Rule 144 Shares

All of the presently outstanding shares of our common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. In addition, at the present time, the Company is classified as a “shell company” under Rule 405 of the Securities Act. As such, all restricted securities presently held by the founders of the Company may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases to be a “shell company”; (2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

Pursuant to Rule 144, one year must elapse from the time a “shell company”, as defined in Rule 405, ceases to be a “shell company” and files Form 10 information with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or an Issuer that has at anytime previously a reporting or non-reporting shell company as defined in Rule 405, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

At the present time, we are classified as a "shell company" under Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act. As such, all restricted securities presently held by the affiliates of our company may not be resold in reliance on Rule 144 until: (1) we file Form 10 information with the SEC when we cease to be a "shell company"; (2) we have filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time we file the current Form 10 type information with the SEC reflecting our status as an entity that is not a shell company.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.


PLAN OF OPERATIONS

Our plan of operations will depend wholly on our ability to raise the Minimum Offering of $2,100,000 pursuant to this registration.  The first order of business will be to complete the registration of our shares for sale.  Upon the effectiveness of our registration, our next milestone will be to raise the Minimum Offering of $2,100,000.  Upon achievement of raising the Minimum Offering, our plan of operations for the succeeding twelve months thereafter are as discussed below beginning with the “Establish Office and Manufacturing Facility” subsection:

Registration and Offer of Securities

Our first milestone is to complete the registration of our shares for sale immediately, effect registration of our common stock under the Securities Act concurrently with the effectiveness of the registration statement of which this prospectus forms a part, and then obtain a symbol to facilitate quotation of our shares on the OTC Bulletin Board. There can be no assurance that we will obtain quotation on the OTC Bulletin Board. We plan on engaging a “Market Maker” for the placement and sale of our common stock under this offering.  We estimate the costs expected to be incurred in connection with this offering to be 10% of the offering amount if we engage a Market Maker.  The Market Maker will only be compensated if we are successful in raising our minimum of $2,100,000.  The nature of the costs we will incur in connection with this offering include audit, legal, and SEC registration costs. These costs, initially estimated at $5,214.00, will be incurred entirely by VAWT Earth Wind and Power Corp., a Canadian corporation registered in the province of British Columbia (“VAWT”).  VAWT is consulting firm providing going public consulting services to Auscrete in return for 97,000 shares of the Company’s common stock.
 
 
21

 
 
Establish Office and Manufacturing Facility

Upon achieving the Minimum Offering, we believe that it will cost approximately $1,520,000 to set up an office and our manufacturing facility and another $475,000 to hire executive, administrative, marketing and labor personnel necessary to begin operations.  Initial capital expenses for the first 12 months following the achievement of the Minimum Offering are discussed in Description of Business section above.

Begin Operations

Once our manufacturing facility is complete and our marketing is under way, we will be ready to accept and fulfill orders for our proposed products.  Raw materials will be ordered as needed so to reduce storage requirements and inventory.

The technology we are using has already been applied to basic design and construction of structures and has been proven here as well as in many other parts of the world. We can easily adapt many or our customer’s designs to our construction methods simply by adhering to some basic design criteria within the parameters of our concrete construction and engineering.

Further product development in the future might include many industrial and commercial structures but these would also fall within the same original design methods used in residential housing. Presently necessary near future product development and design is completed.

The next stage for us is the manufacturing of the basic building components (panels, etc…) that are required to construct the houses we are already committed to and this is only possible by the establishment of a manufacturing facility. Once the facility is complete casting of concrete panels is simply a matter of snapping together the mold boards to the panel design and adding rebar and electrical conduit etc. The next step is to pour the Auscrete Aerated Concrete product into the mold and allow it to cure.

Once the panels are cured, they are removed from the casting tables by use of a special lifting apparatus attached to heavy duty forklifts and stored in the pre-manufactured racks until all components for a specific house are complete. We will load our specially fitted trailers with the complete panel sets and ship them to the prepared site via our own transportation division and deliver them to the contractor or developer for final construction and finishing of the house.

In many cases our trucks can return with raw materials from supplier depots throughout the country.

Projected Revenues and Expenses

Consolidated Revenues and Capital Asset Expenditure - Year 1 – by Month

         
Month 1
         
Month 2
         
Month 3
         
Month 4
         
Month 5
         
Month 6
 
Structures Produced 1
            1               2               2           2           2           3  
(Working from older facility 5 months)
                                                                                   
# Employees at end of month
            6               7               8           9           9           11  
CASH FLOW
                                                                                   
Revenue 1
            105,000               170,000               170,000           170,000           170,000           255,000  
                                                                                     
Expenses
                                                                                   
Raw Materials
    16,000               32,000               32,000               32,000             32,000             48,000        
                                                                                           
Other Materials Supplies
    29,000               54,000               54,000               54,000             54,000             81,000        
Architect/Engineering
    2,600               5,200               5,200               5,200             5,200             7,800        
Freight
    2,800               5,600               5,600               5,600             5,600             8,400        
Salaries & Wages
    20,800               23,400               26,000               28,600             28,600             33,800        
Other Overheads/ G&A
    4,500               6,000               6,000               6,500             7,500             8,000        
Contingencies
    8,300       84,000       13,000       139,200       13,000       141,800       13,200       145,100       13,300       146,200       18,000       205,000  
              21,000               30,800               28,200               24,900               23,800               50,000  

 
22

 
 
CAPITAL EXPENDITURE
                                                                                               
Land & Buildings
    120,000               -               -               -               230,000               -          
                                                                                                 
Land Preparation
    70,000               75,000               -               40,000               -               -          
Building Erection
    20,000               55,000               -               -               145,000               -          
Machinery & Equipment
    55,000               26,000               24,000               -               -               38,000          
Specialized Equipment Manuf
    16,000               -               32,000               40,000               25,000               -          
Shop & Office Equip
    11,000       292,000       17,000       173,000       -       56,000       -       80,000       -       400,000       -       38,000  
                                                                                                 
                      b/f       271,000       b/f       413,200       b/f       441,000       b/f       496,100       b/f       872,300  
Accumulated Total Funds Required
            271,000               413,200               441,000               496,100               872,300               860,300  
at end of  each period brought fwd
                                                                                               
                                                                                                 
1 Auscrete Corp. will acquire ongoing contracts for immediate revenues and will commence production by using a pilot plant until their new plant is ready.
 
                                                                                                 
Year 1 Continued
                                                                                               
         
Month 7
         
Month 8
         
Month 9
              Month 10               Month 11               Month 12  
Structures Produced
            3               3               3               4               4               5  
# Employees at end of month
            11               11               12               13               14               16  
CASH FLOW
                                                                                               
Revenue1
            255,000               255,000               255,000               340,000               340,000               425,000  
                                                                                                 
Expenses
                                                                                               
Raw Materials
    48,000               48,000               48,000               64,000               64,000               80,000          
                                                                                                 
Other Materials Supplies
    81,000               81,000               81,000               108,000               108,000               135,000          
Architect/Engineering
    7,800               7,800               7,800               10,400               10,400               13,000          
Freight
    8,400               8,400               8,400               11,200               11,200               14,000          
Salaries & Wages
    33,800               33,800               36,400               39,000               41,600               46,800          
Other Overheads/ G&A
    8,000               8,000               8,000               11,200               13,000               13,000          
Contingencies
    18,000       205,000       18,000       205,000       19,000       208,600       24,000       267,800       25,000       273,200       30,000       331,800  
              50,000               50,000               46,400               72,200               66,800               93,200  
                                                                                                 
CAPITAL EXPENDITURE
                                                                                               
Land & Buildings
    130,000               -               -               230,000                                          
Land Preparation
    30,000               -               40,000               -               -               -          
Building Erection
                    102,000               -               -               155,000               -          
Machinery & Equipment
    55,000               40,000               -               15,000               59,000               -          
Specialized Equipment Manuf
    9,000               -               -               6,000               42,000               6,000          
Shop & Office Equip
    -       224,000       11,000       153,000       -       40,000       -       251,000       -       256,000       10,000       16,000  
                                                                                                 
Cash Availability Analysis
    b/f       860,300       b/f       1,034,300       b/f       1,137,000       b/f       1,130,600       b/f       1,309,400       b/f       1,498,600  
Accumulated Total Funds Required
            1,034,300               1,137,300               1,130,600               1,309,400               1,498,600               1,421,400  
at end of  each period brought fwd
                                                                                               

         
1st Quarter
         
2nd Quarter
         
3rd. Quarter
         
4th Quarter
 
Structures Produced 1
          15             17             18             20  
# Employees at end of quarter
          16             18             20             22  
CASH FLOW
                                                       
Revenue
          1,350,000             1,530,000             1,620,000             1,800,000  
Expenses
                                                       
Raw Materials
    270,000               306,000               324,000               360,000          
Other Materials Supplies
    450,000               510,000               540,000               600,000          
Architect/Engineering
    38,000               44,200               46,800               52,000          
Freight
    14,000               47,600               50,400               56,000          
Salaries & Wages
    171,800               181,700               188,700               199,600          
Other Overheads/ G&A
    38,000               44,000               45,000               48,000          
Taxation & Dividends
                    322,600                                          
Contingencies
    70,000       1,051,800       75,000       1,531,100       80,000       1,274,900       85,000       1,400,600  
              298,200               (1,100 )             345,100               399,400  
CAPITAL EXPENDITURE
                                                               
Land & Buildings
    -               230,000               -               250,000          
Land Preparation
    40,000               -               40,000               -          
Building Erection
    -               160,000               -               160,000          
Machinery & Equipment
    36,000               110,000               42,000               90,000          
Specialized Equipment Mfg.
    16,000               70,000               22,000               68,000          
Shop & Office Equip
    4,000       96,000       9,000       579,000       12,000       116,000       7,000       575,500  
                                                                 
                                                                 
Cash Availability Analysis
    b/f       1,421,400       b/f       1,219,200       b/f       1,799,300       b/f       1,570,200  
Accumulated Total Funds Required
            1,219,200               1,799,300               1,570,200               1,746,300  
at end of  each period brought fwd
                                                               
Total Minimum Cash Requirement Years 1 and 2
                                                    $ 1,746,300  
 
 
23

 
 
Projected Revenue Statements
         
Year 1
         
Year 2
 
                         
Revenue
          2,910,000             6,300,000  
Expenses
                           
Raw Materials
    544,000               1,260,000          
Other Materials Supplies
    920,000               2,100,000          
Architect/Engineering
    88,400               181,000          
Freight
    95,200               168,000          
Salaries & Wages
    392,600               741,800          
Other Overheads/ G&A
    99,700               175,000          
Contingencies
    212,800               310,000          
Tax liability
    231,836       2,584,536       567,507       5,503,307  
NET
            325,464               796,693  
 
Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are a start-up company and have not generated any revenues. We cannot guarantee success of our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due
to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.

Results of Operations for Period Ending April 26, 2010

We did not earn any revenues from our incorporation on December 31, 2009 to April 26, 2010.   We have not attained profitable operations and are dependent upon obtaining financing to continue with our business plan.

Public Company Expenses

Upon effectiveness of this registration and while the Company works to raise the Minimum Offering, without operations, the Company will incur nominal expenses that will be paid for with the Company’s cash on hand which is currently $9,069.  The Company’s cash on hand will also be used to satisfy audit and legal expenses in connection with the reporting requirements for a public company under the Exchange Act of 1934.  Any expenses incurred in excess of the Company’s cash on hand may require the Company’s founders to contribute additional cash to maintain the Company as a going concern.  If the Company is unable to raise additional capital pursuant to this offering or if the founders are unable to contribute additional capital to the Company to satisfy these reporting company expenses, the Company may have to discontinue operations as a going concern.
 
 
24

 
 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have had no changes in or disagreements with our accountants.

AVAILABLE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officers and directors and their ages as of the date of this prospectus are as follows:

John SprovieriCEO/Director, Age 61

John Sprovieri is a dual American/Australian citizen born in Brisbane, Australia to American parents and is 62 years old. He and his wife, Mary have been married near 40 years and have no children. His background is mechanical engineering and he spent 6 years in construction machinery marketing with Industrial Engineering Limited in Australia becoming Sales Manager for their Contracting Plant Equipment Division.

In 1975, he developed a revolutionary agricultural/industrial tractor 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. with interests in China, Korea and Russia. John stayed on with the corporation developing overseas licensed manufacturers and markets. He traveled extensively into Europe, USSR, the Middle East and North America.

Following completion of his contract with Just Australia China Holdings 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.  During this period, he applied his qualifications to developing the Auscrete technology and constructing prototype housing and a commercial structure from the product. John is widely experienced and qualified in the management of finance, operations and personnel and his background in engineering is also very helpful when dealing with the development of new entities.

Clifford Jett – Director, Age 69

Cliff, at 68 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 being 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.

 
25

 

William Beers – Director, Age 74

Bill has lived in Sherman County since 1956 and lives with his wife, Linda in the City of Rufus. He is 72 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.

Bill’s experience in management stretches way back as over the years, he has successfully owned and managed a number of businesses including a truck stop service station, restaurants and, the ‘Hi-Way market’ general store in Rufus. With his considerable experience in general business and personnel management, Bill is highly qualified to serve as a Director on the Board of Auscrete Corporation.

Significant Events

During the past ten years, none of the officers or directors named above has been the subject to any of the following events:

1.           Any bankruptcy petition filed by or against any business of which one of the above-named individuals was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

2.           Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3.           An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting one of the above-named individual's involvement in any type of business, securities or banking activities.

4.           Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission, to have violated, a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Term of Office

None of our officers or directors currently has an employment agreement in place and will hold office until removed from office in accordance with our bylaws.

Significant Employees

Our significant employees as of the date of this prospectus are as follows:

Chris Longphre – General Contractor RMI (Responsible Managing Individual), Age 42

Mr. Longphre will be charged with overseeing construction of the  Company’s own facilities and the construction of structures by purchasers of its products.  He will be involved in training builders and contractors in the methods of construction of the Auscrete Products.

Mr. Longphre was born in Pittsburgh, Pennsylvania, where his father ran a cement plant for US Steel. After finishing his education at the University of Tennessee, Mr. Longphre joined his father in CRL Enterprises, an industrial supply business, and was employed in all phases of management for over 5 years. Following 4 years in retail sales Mr. Longphre worked for US Bank as a Personal Banker. He then studied and became a Financial Planner and Stockbroker. After 4 years experience in the financial world, Mr. Longphre became interested in real estate, and the burgeoning green building market.

During his 10 years in the construction industry, he obtained his general contractor’s license. Mr. Longphre had embarked on a course that involved building custom homes, and it was during this time that he became aware of Auscrete Corp. Seeing the obvious opportunity in the ability of Auscrete to build a better home, more affordably than conventional building methods; he joins the Auscrete team as its RMI.
 
 
26

 
 
Kimberly Grimm - Internal Operations Manager, Age 46

Ms. Grimm will be charged with managing internal operations, customer accounts and compliance requirements.  Ms. Grimm is 46 and is from the West Coast. She was born and raised in the Pacifica area of Northern California and Schooled in that area. She has 3 grown children. Ms. Grimm went on to study business operations at the Knapp College of Business in Tacoma WA. and, upon completion of her studies, she was retained by the college as an Equipment Security Monitor. After a number of General Clerical and Word Processing positions, she juggled raising a family while working for Pizza Hut Corporation as a day shift manager for 3 years. Following further studies in the computer industry, she joined The Kroger Company as a technical support officer looking after their computer equipment.

While her younger 2 children were still in high school, she joined Lance Transportation in internal operations and basically ran the financial bookkeeping operations of the company for over 2 years. Ms. Grimm was promoted following the resignation of the dispatch manager to the position of Transport Operations Manager and oversaw operations with revenues of around $ 1.5 million per year. She is well trained and competent in her position with the company and is employed by Auscrete as Internal Operations Manager.

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on December 31, 2009 to April 26, 2010 (our fiscal year end) and subsequent thereto to the date of this prospectus.

Summary Compensation Table

Name and
Principal
Position
Year
Salary($)
Stock
Bonus($)
Option
Awards ($)
Non-Equity
Incentive Plan
Awards
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
All Other
Earnings
Compensation
Total ($)
John Sprovieri, CEO/Director
2010
$0
$0
$0
$0
$0
$0
$0


Stock Option Grants

We have not granted any stock options to our executive officer since our inception.

Consulting Agreements

We do not currently have an employment or consulting agreement with any of our officers, directors or significant employees and none of them currently receive compensation for their services.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group as of April 26, 2010, except as otherwise indicated, all shares are owned directly.

Title of Class
Name and Address of Beneficial Owner
Amount of Beneficial Ownership
Percent of Class
Common Stock
Clifford Jett, Director
PO Box 846, Rufus, OR 97050
300,000 Shares, Individually
1,000 Shares, Beneficially through Spouse
28.20%
Common Stock
William Beers, Director
PO Box 825, Rufus, OR 97050
300,000 Shares, Individually
1,000 Shares, Beneficially through Spouse
28.20%
Common Stock
John Sprovieri, Director
PO Box 813, Rufus, OR 97050
300,000 Shares, Individually
1,000 Shares, Beneficially through Spouse
28.20%
Common Stock
VAWT Earth Wind and Power
2393 Sidney, B.C. V8L 3Y3
(Beneficially owned 100% by Rick Plotnikoff)
97,000 Shares
9.09%
Common Stock
All Officers and Directors as group
that consists of William Beers,
Clifford Jett, and John Sprovieri
903,000 Shares
84.59%
 
 
27

 
 
The percent of class is based on 1,067,500 shares of common stock issued and outstanding as of the date of this prospectus.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Each of Mr. Beers, Jett, and Sprovieri received 300,000 shares of Auscrete Corporation, no par value, on December 31, 2009 in exchange for services related to the organization of the Company.  The value of each of Messrs. Beers’, Jett’s and Sprovieri’s services was $60,000 each.  They each own 28.10% company's outstanding common stock, individually and 84.31% as a group.

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any
transaction with us or in any presently proposed transaction that has or will materially affect us:

      Any relative or spouse of any of the foregoing persons who has the same house as such person;

      Immediate family members of directors, director nominees, executive officers and owners of 5% or more of our common stock.

Each of Michael Nilson and John Schmidt are owners of 1,000 shares each of Auscrete shares.  Mr. Nilson and Mr. Schmidt are the principals of NW Realty Development  and Gorge Vista, LLC respectively which have both issued letters of intent to contract with Auscrete to provide building materials for the construction of residential homes on their respective developments as referenced on Page 19. There may be a conflict of interest between Msrs. Nilson’s and Schmidt’s ownership of Auscrete shares and their ownership in their respective real estate development companies.  There may arise and conflict of interest between their desire to receiving maximum return on investments in Auscrete and their desire to maximize profits for their individual enterprises.

During the past five years, the Company has not entered into any transactions with any promoters of the Company.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our officers and directors are indemnified as provided by the Wyoming Statutes Annotated and our Bylaws. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.
 
INDEX TO FINANCIAL STATEMENTS:

1. 
Independent Auditor’s Report;
F-1
     
2.
Audited financial statements for the period from inception
 
 
(December 31, 2009) to February 26, 2010
 
 
a.   Balance Sheets;
F-2
 
b.   Statement of Stockholders’ Equity
F-3
 
c. Notes to Financial Statements
F-4
 
 
28

 
 
 




AUSCRETE CORPORATION
(A Development Stage Company)
 
 
 
 
 
FINANCIAL STATEMENTS
 
AND
 
AUDITOR’S REPORT
 
 
*    *    *
 
FEBRUARY 26, 2010





 
 
 

 
 
AUSCRETE CORPORATION
(A Development Stage Company)

FEBRUARY 26, 2010



TABLE OF CONTENTS
 




 
Page
 
     
Report of Independent Registered Public Accounting Firm
F-1  
     
Balance Sheet
F-2  
     
Statement of Stockholders’ Equity
F-3  
     
Notes to Financial Statements
F-4  
     
Consent of Independent Registered Public Accounting Firm
F-5  







 
 

 
 
LENNING & CO., INC.
CERTIFIED PUBLIC ACCOUNTANTS

18377 Beach Blvd., Ste. 211
Huntington Beach, CA 92648
(714) 893-0646
Fax (714) 596-7152
 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Board of Directors of
   Auscrete Corporation
 
 
We have audited the accompanying balance sheet of Auscrete Corporation, (a development stage company), as of February 26, 2010, and the related statement of stockholders’ equity for the period from December 31, 2009 (inception) to February 26, 2010. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Auscrete Corporation as of February 26, 2010 in conformity with U.S. generally accepted accounting principles.
 
 
/s/ Lenning & Co., Inc.


Huntington Beach, CA
 
April 6, 2010
 
 
 
 
 
 
F-1

 
 
AUSCRETE CORPORATION
 
(A Development Stage Company)
 
BALANCE SHEET
 
FEBRUARY 26, 2010
 
       
       
       
       
ASSETS
 
       
       
       
CASH
  $ 9,069  
         
         
         
         
STOCKHOLDERS' EQUITY
 
         
         
         
STOCKHOLDERS' EQUITY
       
   Common stock
       
      Authorized - 500,000,000 shares, no par value
       
      Issued and outstanding - 1,067,500 shares
  $ 9,069  

 
 
 
See accompanying notes to the financial statements
 
 
F-2

 
 
AUSCRETE CORPORATION
 
(A Development Stage Company)
 
STATEMENT OF STOCKHOLDERS' EQUITY
 
FOR THE PERIOD FROM DECEMBER 31, 2009 (INCEPTION) TO FEBRUARY 26, 2010
 
             
             
         
Total
 
   
Common
   
Stockholders'
 
   
Stock
   
Equity
 
             
Balance at December 31, 2009
  $ -     $ -  
                 
Issuance of Common Stock
    9,069       9,069  
                 
Balance at February 26, 2010
  $ 9,069     $ 9,069  

 
 
 
 
See accompanying notes to the financial statements
 
 
F-3

 
 
AUSCRETE CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 26, 2010


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 cellular light-weight concrete. They are able to produce affordable housing that is highly energy efficient with excellent sound suppression qualities. As of February 26, 2010, operations have not commenced.

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.

Income taxes – The Company accounts for income taxes in accordance with SFAS 109 “Accounting for Income Taxes”, 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 February 26, 2010, no income or loss has been generated. Therefore, no provision for income taxes has been made.
 
 
 
 
F-4

 
 
LENNING & CO., INC.
CERTIFIED PUBLIC ACCOUNTANTS

18377 Beach Blvd., Ste. 211
Huntington Beach, CA 92648
(714) 893-0646
Fax (714) 596-7152





CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



U.S. Securities and Exchange Commission
Washington, DC 20549

Ladies and Gentlemen:

We hereby consent to the incorporation and use in this Registration Statement of Auscrete Corporation on Form S-1 of our audit report, dated April 6, 2010, relating to the accompanying audited financial statements (and related statements included there in) as of February 26, 2010 which appears in such Registration Statement.


/s/ Lenning & Co., Inc.


April 6, 2010




 
 
 
 
 
F-5

 
 
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 13.  Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by Registrant in connection with the sale of the common stock being registered. Registrant has agreed to pay all costs and expenses in connection with this offering of common stock. The estimated expenses of issuance and distribution, assuming the maximum proceeds are raised, are set forth below.

SEC Registration Fee
  $ 214  
Legal and Professional Fees
  $ 4,000  
Accounting Fees
  $ 1,000  
Total
  $ 5,214  

Item 14. Indemnification of Directors and Officers

Our Certificate of Incorporation and Bylaws provide that we shall indemnify our officers or directors against expenses incurred in connection with the defense of any action in which they are made parties by reason of being our officers or directors, except in relation to matters as which such director or officer shall be adjudged in such action to be liable for negligence or misconduct in the performance of his duty. One of our officers or directors could take the position that this duty on our behalf to indemnify the director or officer may include the duty to indemnify the officer or director for the violation of securities laws.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to our directors, officers and controlling persons pursuant to our Certificate of Formation, Bylaws, Wyoming laws or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers, or control persons, and the successful defense of any action, suit or proceeding) is asserted by such director, officer or control person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 15.  Recent Sales of Unregistered Securities.

The table on the following page summarizes shares that were recently issued pursuant to Section 4(2) of the Securities Act of 1933 (the "Securities Act") at various dates corresponding with each purchaser. In connection with this issuance, the purchasers were provided with access to all material aspects of the company, including the business, management, offering details, risk factors and financial statements. Each investor also represented to us that he/she was acquiring the shares as principal for his/her own account with investment intent. Each investor also represented that he/she was sophisticated, having prior investment experience and having adequate and reasonable opportunity and access to any corporate information necessary to make an informed decision. This issuance of securities was not accompanied by general advertisement or general solicitation. The shares were issued with a Rule 144 restrictive legend.
 
 
TABLE FOLLOWS ON NEXT PAGE

 
II-1

 
 
NAME
ADDRESS
DATE
AMOUNT
# SHARES
Clifford D. Jett
PO Box 846, Rufus, OR 97050
1/15/2010
 
300,000
John Sprovieri
PO Box 813, Rufus  OR 97050
1/15/2010
 
300,000
William Beers
PO Box 825, Rufus  OR 97050
1/15/2010
 
300,000
Lynn Komar
61560 Sunny Breeze Lane, Bend  OR 97702
1/15/2010
 
25,000
Kathleen D. Jett
PO Box 846, Rufus, OR 97050
1/21/2010
200.00
1,000
Mary E Sprovieri
PO Box 813  Rufus OR  97050
1/22/2010
200.00
1,000
Linda Beers
PO Box 825, Rufus  OR 97050
1/22/2010
200.00
1,000
Robert Tanner
PO Box 54, Grass Valley  OR  97029
12/11/2009
500.00
2,500
Marjorie E. Yarnell
PO Box 6, Rufus   OR  97050
1/8/2010
200.00
1,000
Sharon R. Nolan
PO Box 745, Rufus  OR   97050
1/8/2010
200.00
1,000
Julie Jett Regnell
1126 Olmo Way, Boulder City  NV  89005
1/12/2010
600.00
3,000
Ryan R. Regnell
1126 Olmo Way, Boulder City  NV  89005
1/12/2010
200.00
1,000
Roderick R. Regnell
1126 Olmo Way, Boulder City, NV 89005
1/12/2010
200.00
1,000
Larry Barngrover
428 S. Lawndale Dr., Spring Creek, NV 89815
1/12/2010
200.00
1,000
Ryan P. Sharp
PO Box 351, Pendleton, OR 97801-0351
1/12/2010
200.00
1,000
Daniel J. Hall
PO Box 292,Wasco, OR 97065
1/12/2010
200.00
1,000
George R. Jett
PO Box 826, Rufus, OR 97050
1/12/2010
200.00
1,000
Kelly Louise Means
PO Box 12053, Reno, NV 89510
1/12/2010
200.00
1,000
Jaime Scott McLaughlin
PO Box 12053, Reno, NV 89510
1/12/2010
200.00
1,000
Linda Randle
6060 Oak St., Anderson, CA 96007
1/16/2010
200.00
1,000
Jimmy Nelson
353 Centerville Hwy., Lyle, WA 98635
1/12/2010
200.00
1,000
Michael Nilson
PO Box 518, Lyle, WA 98635
1/12/2010
200.00
1,000
Doug Bill
101 Jayden Lane  Stevenson WA  98648
1/20/2010
200.00
1,000
Kimberly A. Grimm
PO Box 801, Rufus, OR 97050
1/20/2010
200.00
1,000
Cory L. Bernard
704 Oak Ave., Hood River, OR 97031
1/14/2010
200.00
1,000
Kenneth A. Jett
PO Box 846, Rufus, OR 97050
1/22/2010
200.00
1,000
Rebecca Jones
72233 Blalock Cyn. Rd. Arlington,OR 97812
1/22/2010
200.00
1,000
Karen A. Johnson
300 Circulo Uno Poco, Rohnert Park, CA
2/3/2010
200.00
1,000
Jennifer Bain
4804 Gettysburg Rd.,Knoxville, TN 37921
2/3/2010
200.00
1,000
Elizabeth A Voiles
6200 Hickson Pike, #202, Hickson TN 37343
2/3/2010
200.00
1,000
Jose M. Guzman
PO Box 703, Rufus, OR 97050
1/27/2010
200.00
1,000
Christopher Longphre
PO Box 631, Stevenson, WA 98648
1/26/2010
200.00
1,000
Donald Hilderbrand
PO Box 148, Wasco  OR  97065
1/22/2010
200.00
1,000
Martin J Kelly
PO Box 813  Rufus OR  97050
1/22/2010
200.00
1,000
John Schmidt
PO Box 1934  Sandy  OR   97055
1/27/2010
200.00
1,000
Joe Hobbs
210 Webber Street, The Dalles  OR 970587
1/25/2010
500.00
2,500
Billy Sullivan
PO Box 614, Hood River   OR   97031
1/28/2010
500.00
2,500
Linda Buchanan
PO Box 825  Rufus  OR  97050
1/28/2010
200.00
1,000
Dan Newbold
30303 Maple Drive, Junction City,  OR  97448
2/3/2010
500.00
2,500
Lee Hall
30325 Maple Dr.   Junction City,   OR.   97448
30-Jan
500.00
2,500
VAWT Earth Wind and PowerUnit 2393 Sidney, B.C. V8L 3Y3
1/16/2010
 
97,000
     
9100.00
1,067,500

 
 
II-2

 
 
Item 16.  Exhibits and Financial Statement Schedules.

INDEX OF EXHIBITS

Exhibit No.
Name/Identification of Exhibit
   
3
Articles of Incorporation & Bylaws
   
 
3.1  Articles of Incorporation
 
3.2  Bylaws
   
5.1
Opinion of Luc Nguyen, Esq.
   
23.1
Consent of Independent Auditor
   
10
Additional Exhibits
   
 
10.1  Rufus, OR Home Sale Agreement
 
10.2  Wind Tower Construction Invoice
 
10.3  Goldendale, WA Home Sale Agreement
 
10.4  Portland General Electric Control Building Construction Invoice
 
10.5  Wasco, OR Home Sale Agreement
 
10.6  Gorge Vista Letter of Intent
 
10.7  Northwest Realty Letter of Intent
 
Item 17.  Undertakings

The undersigned registrant hereby undertakes:

1.           To file during any period in which offers of sales are being made, a post-effective amendment to this registration statement to:

(i)           Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)          Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low and high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)         Include any additional or changed material information on the plan of distribution.

2.           That, for the purposes of determining any liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered herein, and that the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.           To remove from registration by means of a post effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

4.           Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to the directors, officers, and controlling persons of the small business issuer pursuant to the By-Laws of the company, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by the director, officer, or controlling person in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or other control person in connection with the securities being registered, we will, , unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit to the court or appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issues.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
 
II-3

 
 
5.           That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)           Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)          Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)         The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)        Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 



SIGNATURE PAGE FOLLOWS
 
 
II-4

 
 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto authorized in the City of  Rufus State of Oregon on October 6, 2010 .

 
Auscrete Corporation
(Registrant)2537895
 
By: /s/ John Sprovieri    .
John Sprovieri
President, Chief Executive Officer,
Secretary, Treasurer, Chief Accounting Officer,
Chief Financial Officer and Director
 
 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
     
     
Signature
Title
Date
     
/s/ John Sprovieri    .
President, Secretary and Director
October 6, 2010
John Sprovieri
Chief Executive Officer
 
     
     
     
     
/s/ John Sprovieri    .
Treasurer,
October 6, 2010
John Sprovieri
Chief Accounting Officer and
Chief Financial Officer
 
 
 
II-5