The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Current Operations and Background
— AuraSource, Inc. (“AuraSource” or “Company”) focuses on two areas AuraMetal and AuraMoto.
AuraMetalTM
is focused on the development and production of environmentally friendly and cost-effective beneficiation process for complex
ore, tailings and slimes materials as industrial application solutions. AuraSource’s core technology includes physical separation,
hydrometallurgical and pyrometallurgy processes. We have developed seven patented technologies: 1) ultrafine grinding and 2) ultrafine
separation. To date, we have not had any sustainable projects. As such, there can be no assurances that our efforts towards this
line of business will succeed.
AuraMotoTM
is focused on sourcing various vendors and customers in the automotive industry. We entered into the industry due to our
various international sourcing contacts. We have been requested from various parties to source vendors and customers in the automotive
industry. This business line is still in development. As this is a new enterprise for the Company, there can be no assurances that
our efforts towards this line of business will succeed.
There can be no
assurance we will be able to carry out our development plans for AuraMetals or AuraMoto. Our ability to pursue this strategy is
subject to the availability of additional capital and further development of our technology. We also need to finance
the cost of effectively protecting our intellectual property rights in the United States (“US”) and abroad where we
intend to market our technology and products.
Going Concern
— The accompanying unaudited consolidated financial statements were prepared assuming the Company will continue as a going
concern. The Company has suffered recurring losses from operations since its inception and has an accumulated deficit
of $18,330,314 at December 31, 2019. The consolidated financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary
should the Company be unable to continue its existence. The recovery of the Company’s assets is dependent upon
continued operations of the Company. In addition, the Company's recovery is dependent upon future events, the outcome of which
is undetermined. The Company intends to continue to attempt to raise additional capital, but there can be no certainty
such efforts will be successful.
Management’s
Plan to Continue as a Going Concern
In order to continue
as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain
such resources for the Company include (1) obtaining capital from the sale of its equity securities, (2) sales of its products,
and (3) short-term or long-term borrowings from banks, stockholders or other party(ies) when needed. However, management cannot
provide any assurance that the Company will be successful in accomplishing any of its plans. The Company plans to look for opportunities
to merge with other companies in the graphite industry.
The ability of the
Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding
paragraph and eventually to secure other sources of financing and attain profitable operations.
Revenue Recognition - The Company recognizes
revenue in accordance with ASC 606, Revenue Recognition. ASC 606 requires that five basic criteria must be met before revenue can
be recognized:
-
Identify the contract(s) with a customer
-
Identify the performance obligations
in the contract
-
Determine the transaction price
-
Allocate the transaction price to the
performance obligations in the contract
-
Recognize revenue when or as you satisfy
a performance obligation
When we are paid
in advance for products or services, we classify these amounts as deferred revenue. Upon the receipt of these products at the destination
port, we recognize revenue. For services, and we amortized the price over the term of the agreement.
Basis of Presentation
and Principles of Consolidation — The accompanying condensed consolidated financial statements were prepared in conformity
with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts
of AuraSource and its subsidiary, Qinzhou. All significant intercompany transactions and balances were eliminated in consolidation.
The unaudited consolidated
financial statements were prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are,
in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information
and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with US GAAP was omitted
pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and footnotes for the year ended March 31, 2019 included in our Annual Report on Form 10-K. The
results of the three and nine months ended December 31, 2019 are not necessarily indicative of the results to be expected for the
full year ending March 31, 2019.
Use of Estimates
— The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Cash and Equivalents
— We consider investments with original maturities of 90 days or less to be cash equivalents.
Property and
Equipment - Property and Equipment are stated at historical cost less accumulated depreciation and amortization.
Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation
is provided on a straight-line basis over the assets' estimated useful lives. The useful lives of the assets are as follows: machinery
and equipment 3 years, office equipment 3 years, vehicles 5 years. Additions and improvements are capitalized while routine repairs
and maintenance are charged to expense as incurred. Upon sale or disposition, the historically recorded asset cost and accumulated
depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to other income
/ expense.
Leases- In
February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02, which requires lessees to recognize the
rights and obligations created by leases on the balance sheet and disclose key information about leasing arrangements. Topic 842
was subsequently amended by ASU No. 2018-11, Targeted Improvements, ASU No. 2018-10, Codification Improvements to Topic
842, and ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842. The new standard establishes a right-of-use
model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term
longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification
of expense recognition in the statement of operations.
The new standard
became effective April 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases
existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of
the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses
the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial
application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures
required by the new standard for the comparative periods. The Company adopted the new standard on April 1, 2019 using the modified
retrospective transition approach as of the effective date of the initial application. Consequently, financial information will
not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1,
2019. The new standard provides a number of optional practical expedients in transition. The Company elected the “package
of practical expedients”, which permits entities not to reassess under the new lease standard prior conclusions about lease
identification, lease classification and initial direct costs. The Company does not expect to elect the use-of-hindsight or the
practical expedient pertaining to land easements.
The most significant
effects of the adoption of the new standard relate to the recognition of new ROU assets and lease labilities on our balance sheet
for office operating leases and providing significant new disclosures about our leasing activities.
The new standard
also provides practical expedients for an entity’s ongoing accounting. The Company has also elected the short-term leases
recognition exemption for all leases that qualify. This means that the Company will not recognize ROU assets or lease liabilities,
and this includes not recognizing ROU assets and lease liabilities, for existing short-term leases of those assets in transition.
The Company also currently expects to elect the practical expedient to not separate lease and non-lease components for its leases.
The new standard did not have a material impact.
We entered into
a new lease on July 1, 2019. The new policy impacted us July 1, 2019.
Impairment
of Long-Lived Assets and Long-Lived Assets to Be Disposed Of- In accordance with ASC 350-30, we evaluate long-lived assets
for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When
such factors and circumstances exist, we compare the projected undiscounted future cash flows associated with the related asset
or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is
based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash
flows, of those assets and is recorded in the period in which the determination is made. We currently believe there
is no impairment of our long-lived assets. There can be no assurance, however, that market conditions will not change
or demand for our products under development will continue. Either of these could result in future impairment of long-lived
assets.
Income Taxes
— The Company accounts for income taxes in accordance with Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) Topic 740, “Income Taxes.” Deferred tax assets and liabilities are
recognized to reflect the estimated future tax effects, calculated at currently effective tax rates, of future deductible or taxable
amounts attributable to events that have been recognized on a cumulative basis in the financial statements. A valuation allowance
for a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized.
Stock-Based
Compensation — The Company recognizes the options and restricted stock awards to employees at grant date fair-value
of the instruments in the consolidated financial statements over the period the employee is required to perform the services.
Foreign Currency
Translation. - Our consolidated financial statements are expressed in U.S. dollars, but the functional currency of our operating
subsidiary is RMB. Results of operations and cash flows are translated at average exchange rates during the period, assets and
liabilities are translated at the unified exchange rate at the end of the period and equity is translated at historical exchange
rates. Translation adjustments resulting from the process of translating the financial statements denominated in RMB into U.S.
dollars are included in determining comprehensive income.
Net Loss Per
Share — The Company computes basic and diluted net loss per share by dividing the net loss available to common stockholders
for the period by the weighted average number of shares of common stock outstanding during the period. Common equivalent shares
arising from stock options and warrants were excluded from the computation of basic and diluted earnings per share, for the three
and nine months ended December 31, 2019 and 2018 because their effect is anti-dilutive.
Concentration
of Credit Risk — Financial instruments that potentially subject the Company to a concentration of credit risk consist
of cash. The Company maintains its cash with high credit quality financial institutions; at times, such balances with
any one financial institution may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits.
Financial
Instruments and Fair Value of Financial Instruments — Our financial instruments consist of cash, accounts payable
and notes payable. The carrying values of cash, accounts payable and notes payable are representative of the fair values due to
their short-term maturities. We measure the fair value (“FV”) of financial assets and liabilities on a recurring basis.
FV is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. FV measurements are to be considered from the perspective of a market participant
that holds the asset or owes the liability. We also establish a FV hierarchy which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring FV.
The standard describes
three levels of inputs that may be used to measure FV:
Level 1:
|
|
Quoted prices in active markets for identical or similar assets and liabilities.
|
|
|
|
Level 2:
|
|
Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities.
|
|
|
|
Level 3:
|
|
Unobservable inputs that are supported by little or no market activity and that are significant to the FV of the assets or liabilities.
|
The Company
evaluates embedded conversion features within convertible debt under ASC Topic 815, “Derivatives and Hedging,” to
determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative
at FV with changes in FV recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the
instrument is evaluated under ASC subtopic 470-20, “Debt with Conversion and Other Options,” for consideration
of any beneficial conversion feature.
Recently Issued
Accounting Standards
In June 2016, the
FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Statements." This update provides financial statement
users with more decision-useful information about the expected credit losses on financial instruments and other commitments to
extend credit held by a reporting entity at each reporting date. The update replaces the incurred loss impairment methodology in
current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable
and supportable information to inform credit loss estimates. ASU No. 2016-13 is effective for public entities for annual periods
beginning after December 15, 2019. The Company is evaluating the impact of adopting this guidance to its consolidated financial
statements and related disclosures.
In August 2018,
the FASB issued ASU 2018-13, "Fair Value Measurement," which changed the disclosure requirements for fair value measurements
by removing, adding and modifying certain disclosures. The standard is effective for all entities for fiscal years, and interim
periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is evaluating the
impact of adopting this guidance to its consolidated financial statements and related disclosures.
In August 2018,
the FASB issued ASU 2018-15, "Cloud Computing Arrangements," which aligns the requirements for capitalizing implementation
costs in a Cloud Computing Arrangement service contract with the requirements for capitalizing implementation costs incurred for
an internal-use software license. The standard is effective for all entities for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is evaluating the impact of adopting
this guidance to its consolidated financial statements and related disclosures.
Other recent accounting
pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed
by management to have a material impact on our present or future consolidated financial statements.
NOTE 2 - CONCENTRATION OF CREDIT
RISK
As of December 31,
2019 and March 31, 2019, our deposits did not exceed amounts insured by the FDIC (up to $250,000, per financial institution as
of December 31, 2019). We have not experienced any losses in such accounts, and we believe we are not exposed to any credit risk
on cash.
Currently, we maintain
a bank account in China. This account is not insured, and we believe is exposed to credit risk on cash.
NOTE 3 – DUE TO RELATED PARTIES
As of December 31,
2019 and March 31, 2019, $1,836,585 and $1,540,695, respectively, is owed to the officers and directors. Since December 2011, the
officers and directors of the Company agreed to accrue compensation for their services until such time the Company had sufficient
funds to pay this liability.
NOTE 4 – NOTE PAYABLE –
RELATED PARTY
On April 26, 2016,
we entered into a note payable with Philip Liu, our CEO, whereby he converted amounts owed of $1,565,169. On February 15, 2018,
Mr. Liu converted $303,266 of the note into 4,332,374 shares of common stock which was considered the fair market value. $1,721,274
is owed under the note as of December 31, 2019. The note has an interest rate of 10% which is compounded quarterly is in default.
On April 26, 2016,
we entered into a note payable with Eric Stoppenhagen, our CFO, whereby he converted amounts owed of $411,214. On February 15,
2018, Mr. Stoppenhagen converted $91,950 of the note into 1,313,556 shares of common stock which was considered the fair market
value. $480,144 is owed under the note as of December 31, 2019. The note has an interest rate of 10% which is compounded quarterly
is in default.
NOTE 5 – NOTE PAYABLE
On December 31,
2012, the Company received $500,000 from Pelican Creek, LLC (Pelican Creek”), a former related party who resigned in June
2014, and recorded the corresponding note as a current liability on the balance sheet. Our former director, Larry Kohler, manages
Pelican Creek. As an inducement to receive this loan, the Company issued 1,250,000 shares of its common stock to Pelican Creek
for the year ended March 31, 2012. The FV of the shares issued was $812,500 valued at $0.65 per share, using the closing price
on the effective date of the agreement. The coupon interest on this note accrues daily on the outstanding principal amount at 8%
per annum. On March 26, 2014, the Company issued 2,000,000 shares of common stock in exchange for the cancelation of a $500,000
note payable. As such, as of June 30, 2019, the Company accrued interest of $109,259 and remained in the note payable account. This
note was settled on July 12, 2019 in exchange for the issuance of 437,032 shares of the Company’s common stock. We recognized
a loss on debt settlement of $15,295. We issued 215,000 shares to Mr. Kohler to settle pass due amounts. We recognized a loss on
debt settlement of $7,525.
In December 31,
2014, we entered into a note payable for $63,357 which bears an interest rate of 6% per year as a settlement for previously due
amounts recorded in accounts payable. In May 2018, the Company paid $5,000 to reduce the amount of the note. The amount of principle
and interest as of December 31, 2019 is $79,414. The principle and interest are due on September 15, 2016. The note payable is
currently in default.
NOTE 6 – STOCK ISSUANCE
During the quarter
ended June 30, 2018, 16 million shares of common stock were cancelled.
During the quarter
ended December 31, 2018, the Company issued 520,000 shares of common stock for $83,600.
During the quarter
ended December 31, 2018, the Company issued 397,143 shares of common stock for $34,000 and 57,143 shares of common stock for past
investment.
During the quarter
ended March 31, 2019, the Company issued 1,382,500 shares of common stock for $94,400.
During the
quarter ended June 30, 2019, the Company issued 500,000 shares of common stock for $40,000.
During the
quarter ended September 30, 2019, the Company issued 200,000 shares of common stock for $10,000.
During the
quarter ended September 30, 2019, the Company issued 652,032 shares of common stock for settlement of liabilities.
As of December 31,
2019, there are 66,033,151 shares of common stock issued and outstanding.
NOTE 7 - STOCK OPTIONS
In April 2018, we
granted an additional 40,000 options to purchase shares of our common stock at $0.11 per share to certain members of our BOD. In
April 2018, we granted 200,000 options to purchase shares of our common stock at $0.25 per share to certain our CEO and CFO per
their employment agreements. In July 2018, we granted 200,000 options to purchase shares of our common stock at $0.25 per share
to certain our CEO and CFO per their employment agreements. In October 2018, we granted 200,000 options to purchase shares of our
common stock at $0.25 per share to certain our CEO and CFO per their employment agreements. In January 2019, we granted 200,000
options to purchase shares of our common stock at $0.25 per share to certain our CEO and CFO per their employment agreements. In
April 2019, we granted an additional 40,000 options to purchase shares of our common stock at $0.17 per share to certain members
of our BOD. In April 2019, we granted 200,000 options to purchase shares of our common stock at $0.25 per share to certain our
CEO and CFO per their employment agreements. In July 2019, we granted 200,000 options to purchase shares of our common stock at
$0.25 per share to certain our CEO and CFO per their employment agreements. In October 2019, we granted 200,000 options to purchase
shares of our common stock at $0.25 per share to certain our CEO and CFO per their employment agreements.
In the quarter ended
June 30, 2018, 2.85 million options were cancelled. Due to the unsuccessful outcome these options were cancelled.
We will record stock-based
compensation expense over the requisite service period, which in our case approximates the vesting period of the options. During
the three and nine months ended December 31, 2019, the Company recorded $23,600 and $142,000, respectively, in compensation expense
arising from the vesting of options, respectively. The Company assumed all stock options issued during the quarter will vest. Though
these expenses result in a deferred tax benefit, we have a full valuation allowance against the deferred tax benefit.
The Company adopted
the detailed method provided in FASB ASC Topic 718, “Compensation – Stock Compensation,” for
calculating the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of
employee stock-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash
Flows of the income tax effects of employee stock-based compensation awards that are outstanding.
The fair value of
each stock option granted is estimated on the grant date using the Black-Scholes option pricing model (“BSOPM”). The
BSOPM has assumptions for risk free interest rates, dividends, stock volatility and expected life of an option grant. The risk-free
interest rate is based upon market yields for United States Treasury debt securities at a 7-year constant maturity. Dividend rates
are based on the Company’s dividend history. The stock volatility factor is based on the last 60 days of market prices prior
to the grant date. The expected life of an option grant is based on management’s estimate. The fair value of each option
grant, as calculated by the BSOPM, is recognized as compensation expense on a straight-line basis over the vesting period of each
stock option award.
These assumptions
were used to determine the FV of stock options granted:
|
|
|
|
Dividend yield
|
|
|
0.0%
|
|
Volatility
|
|
|
330%
|
|
Average expected option life
|
|
5 years
|
|
Risk-free interest rate
|
|
|
0.70%
|
|
The following table summarizes activity
in the Company's stock option grants for the years ended March 31, 2019 and 2020:
|
|
Number of Shares
|
|
Weighted Average Price Per Share
|
|
Balance at March 31, 2018
|
|
|
|
6,730,000
|
|
|
$
|
0.32
|
|
|
Granted
|
|
|
|
840,000
|
|
|
$
|
0.25
|
|
|
Cancelled
|
|
|
|
(2,850,000)
|
|
|
$
|
0.28
|
|
|
Balance at March 31, 2019
|
|
|
|
4,720,000
|
|
|
$
|
0.33
|
|
|
Granted
|
|
|
|
640,000
|
|
|
$
|
0.25
|
|
|
Cancelled
|
|
|
|
(160,000)
|
|
|
$
|
0.59
|
|
|
Balance at December 31, 2019
|
|
|
|
5,200,000
|
|
|
$
|
0.28
|
|
The following summarizes pricing and
term information for options issued to employees and directors outstanding as of December 31, 2019:
|
|
Options Outstanding
|
|
Options Exercisable
|
|
Range of Exercise Prices
|
|
Number Outstanding at December 31, 2019
|
|
Weighted Average Remaining Contractual
Life
|
|
Weighted Average Exercise Price
|
|
Number Exercisable at December 31, 2019
|
|
Weighted Average Exercise Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1.00
|
|
|
40,000
|
|
|
.25
|
|
|
$1.00
|
|
|
40,000
|
|
|
$1.00
|
|
$0.75
|
|
|
40,000
|
|
|
1.25
|
|
|
$0.75
|
|
|
40,000
|
|
|
$0.75
|
|
$0.50
|
|
|
40,000
|
|
|
4.25
|
|
|
$0.50
|
|
|
40,000
|
|
|
$0.50
|
|
$0.49
|
|
|
40,000
|
|
|
5.25
|
|
|
$0.49
|
|
|
40,000
|
|
|
$0.49
|
|
$0.45
|
|
|
40,000
|
|
|
3.25
|
|
|
$0.45
|
|
|
40,000
|
|
|
$0.45
|
|
$0.27
|
|
|
40,000
|
|
|
2.25
|
|
|
$0.27
|
|
|
40,000
|
|
|
$0.28
|
|
$0.25
|
|
|
4,840,000
|
|
|
7.25
|
|
|
$0.25
|
|
|
4,840,000
|
|
|
$0.25
|
|
$0.19
|
|
|
40,000
|
|
|
8.75
|
|
|
$0.19
|
|
|
40,000
|
|
|
$0.19
|
|
$0.15
|
|
|
40,000
|
|
|
7.50
|
|
|
$0.15
|
|
|
40,000
|
|
|
$0.15
|
|
$0.075
|
|
|
40,000
|
|
|
7.50
|
|
|
$0.075
|
|
|
40,000
|
|
|
$0.075
|
|
Balance at December 31, 2019
|
|
|
5,200,000
|
|
|
5.85
|
|
|
$0.27
|
|
|
5,200,000
|
|
|
$0.27
|
|
NOTE 8 – SUBSEQUENT EVENT
On January 2, 2020, the Company sold 850,000 shares
of common stock for $34,000.
Effective January 1, 2020, the Company
entered into an Employment Agreement (the “Employment Agreement”) with Philip Liu, the Company’s CEO. Under
the Employment Agreement, Mr. Liu will receive a base salary of $240,000 per year and a guaranteed bonus of $40,000 per year. Each
quarter Mr. Liu shall receive 100,000 options to purchase the Company’s common at an exercise price of $0.052 per share.
Mr. Liu will be eligible for an incentive bonus based on his performance. Additionally, Mr. Liu will receive a car allowance
of $500 per month and an office allowance of $500 per month. The term of the contract is from January 1, 2020 to December
31, 2025.
Effective January 1, 2020, the Company
entered into an Employment Agreement (the “Employment Agreement”) with Eric Stoppenhagen, the Company’s CFO. Under
the Employment Agreement, Mr. Stoppenhagen will receive a base salary of $120,000 per year and a guaranteed bonus of $20,000 per
year. Each quarter Mr. Stoppenhagen shall receive 100,000 options to purchase the Company’s common at an exercise
price of $0.052 per share. Mr. Stoppenhagen will be eligible for an incentive bonus based on his performance. Additionally,
Mr. Stoppenhagen will receive a car allowance of $250 per month and an office allowance of $250 per month. The term
of the contract is from January 1, 2020 to December 31, 2025.