Forward-Looking Statements

All statements other than statements of historical fact included in "Management's Discussion and Analysis of Financial Condition and Results of Operations" are forward-looking statements. Forward-looking statements involve various important assumptions, risks, uncertainties and other factors which could cause our actual results to differ materially from those expressed in such forward-looking statements. Forward-looking statements in this discussion can be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "plan," "intend," "may," "should" or the negative of these terms or similar expressions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievement. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors including but not limited to, competitive factors and pricing pressures, changes in legal and regulatory requirements, cancellation or deferral of customer orders, technological change or difficulties, difficulties in the timely development of new products, difficulties in manufacturing, commercialization and trade difficulties and general economic conditions as well as the factors set forth in our public filings with the Securities and Exchange Commission.

You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Annual Report or the date of any document incorporated by reference, in this Annual Report. We are under no obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934.

The Company's financial statements have been presented on the basis that it will continue as a going concern. The Company has not generated revenues from construction related operations to date. The Company has an Accumulated deficit of $13,110,006 as of December 31, 2021, which raises substantial doubt about the Company's ability to continue as a going concern.

To the extent that the Company's capital resources are not adequate to meet current and planned operating requirements, the Company will use additional funds through equity and debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has subsequent current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders will be required to provide any portion of the Company's future financing requirements.

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms Acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company and raise doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that may result from the outcome of this uncertainty.

BASIS OF PRESENTATION 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. You should read this section together with our financial statements and related notes thereto included elsewhere in this report.






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The financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

Please see the notes to the financial statements for further discussion on Significant accounting policies.

GOING CONCERN AND PLAN OF OPERATION

The Company's financial statements have been presented on the basis that it will continue as a going concern. The Company did not generate revenues from construction related operations during the period ending December 31,2021. The Company has an Accumulated deficit of $13,110,006 as of December 31, 2021 and no current revenue stream, which raises substantial doubt about the Company's ability to continue as a going concern.

The Company will use additional funds through equity and debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has subsequent current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders will be required to provide any portion of the Company's future financing requirements.

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company and raise doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that may result from the outcome of this uncertainty.





RELATED PARTY TRANSACTIONS


As of December 31, 2021, and December 31, 2020, the balance owed to John Sprovieri was $0 and $0 respectively.





Results of Operations


Results of Operations comparison of the fiscal year ended December 31, 2020 to the fiscal year ended December 31, 2021.

During the twelve-month period ended December 31, 2021 the Company had commenced its manufacturing operations which brought material operational changes from the last audited financials of December 31, 2020. Revenue for the twelve months ending December 31, 2021 was $0 compared to $13,000 for the same period in 2020. The 2020 revenue was due to the sale of a customer purchased house.

The company had a net loss of $(3,064,028) for the year ended December 31, 2021 compared to a net loss of $(1,596,768) for the year ended December 31, 2020. The main reason is the increase in share-based expense from $1,150,000 in 2020 compared to $2,683,227 in 2021.

The company's operational expenses during 2021 were involved in fund-raising, day to day operations, payroll, facility lease, utilities, compliance fees, equipment and materials purchases.

The company acquired access to investment funds which were to produce results in limited cash acquisitions throughout 2021.

The intended set up of facilities and subsequent operations of the company, being the manufacture of construction products for commercial and residential structures, had begun during 4th quarter of 2021 with the first contracted home beginning construction.

For the twelve months ended December 31, 2021 our accounting and legal was $34,900 compared to $35,450 for the same period in 2020. We used less external accounting assistance during the period.






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For the twelve months ended December 31, 2021 our salaries expense was $217,486 compared to $176,555 for the same period in 2020. The increase in salaries expense was mainly due to an increase in employee's For the twelve months ended December 31, 2021 our share-based expense was $2,683,227 compared to $1,150,000 for the same period in 2020. During the Period January 1, 2021 to December 31, 2021 there were 53,238,652 shares issued to key individuals for service compensation to the Company.

For the twelve months ended December 31, 2021 our rent expense was $26,123 compared to $24,000 for the same period in 2020. Contract ongoing as is with no changes to original contract.

For the twelve months ended December 31, 2021 our G&A expense was $123,330 compared to $104,448 for the same period in 2020.

For the twelve months ended December 31, 2021 our depreciation expense was $11,940 compared to $11,693 for the same period in 2020.

For the twelve months ended December 31, 2021 our gain / (loss) on derivatives was $114,452, compared to $284,644 for the same period in 2020. Some notes were complete during the period.

For the twelve months ended December 31, 2021 our gain on debt forgiveness was $24,120 compared to $0 for the same period in 2020. This was due to the forgiveness or our payroll protection loan.

For the twelve months ended December 31, 2021 our financing expense was $(3,234) compared to $(189,285) for the same period in 2020. Current notes are fixed price and discounts can't be manipulated by noteholders.

For the twelve months ended December 31, 2021 our Interest expense was $(117,152) compared to $(193,237) for the same period in 2020. Some notes were completed before the end of the period.

For the Twelve months ended December 31, 2021 our net loss was $(3,064,028) compared to $(1,596,768) for the same period in 2020. As there were no major asset purchases, therefore lower operational costs.

At the time of filing the Company has fully implemented its planned start-up strategy which has now positioned itself in an operational state of production.

The Company's specialized systems and major new equipment procurements have been integrated and installed into a fully operational batch plant and product manufacturing has commenced.

The Company has completed a Small Home of 400 sq ft located on its Manufacturing Plant property. This model show home will be used as a marketing tool.

The Company is at the stage of delivering full house sets as its next tactical step in securing self-sustaining revenue capital.

Liquidity and Capital Resources

We have had minimal operating activity since inception of the company in 2010. Our 2021 short-term obligations were covered by funding received from convertible notes with a total value of $340,000 issued in 2021.

Net cash used in operating activities was $345,624 in the year ended December 31, 2021 compared to net cash used in operating activity of 301,353 for the year ended December 31, 2020.

Net cash used in investing activities was $(918) in the year ended December 31, 2021. Net cash defined through investing activities for the year ended December 31, 2020 was $(3,690).

Net cash provided by financing activities was $345,624 in the year ended December 31, 2021. Net cash provided by financing activities in the year ended December 31, 2020 was $304,000.

As of December 31, 2021, the Company had inadequate cash to operate its business at the current level for the next six months and to achieve its business goals. The success of our business plan during and beyond the next 6 months will be provided by additional loan financing and revenues of a minimum of $300,000.






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Financing


Auscrete Corporation, a Wyoming public company was incorporated on December 31, 2009 and first became effective for an IPO with the SEC on August 16, 2012. It was established to finance an expansion of a current pilot facility operated by the founders in Rufus, OR. The IPO was not commenced and expired in February 2014. The company became Effective with a Registration Statement in December 2014 registering shareholder held shares for sale enabling re-application to FINRA for listing on the

OTCPink. The company engaged the services of a registered broker-dealer and market maker, Glendale Securities, LLC, who subsequently applied with the Financial Industry Regulatory Authority (FINRA).

Use of Funds Raised Through Financing

Initial Stage One targeted funding was $1.2 million and the company, during 2018, had purchased 5 acres of land on the Goldendale Industrial Estate. Initially it cost $102,000, including fees, to purchase the land.

In 2019 a change in Company strategy brought Management to make the decision to sell back its land investment and utilize the funds to establish an operational plant within a newly leased facility also in the Goldendale Washington area.

During the fiscal year both land sale funds and additional capital raised were used for major production equipment purchases and to fabricate startup provisions within a newly plant facility.

This Corporate profit orientated decision has provided greater advantageous results in assuring faster revenue generation.

The balance was used for working capital and expenses including wages, marketing and other working capital and reserves.





Marketing


Principal marketing efforts are initially aimed at leveraging specific contacts and relationships that have developed over the last 12 years since the inception of the founders' pilot plant.

The company has interviewed and chosen an experienced real estate marketing agent who will bring with him a multitude of contacts and interested customer inquiries.

The Company is actively placing itself in the position to be a major supplier in the smaller home market. The structures will be on average 100 to 600 square feet, and consist of a number of floor plans and varying interior options. These much-desired structures would support urban community transitioning efforts for houseless populations and builders seeking to construct these smaller homes on their properties.

Auscrete's product is also extremely suitable for the construction of commercial and industrial structures. Company marketing will also explore the commercial world for applications and it is believed that such construction will become a large part of the company's future direction.






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Financial Projections


The typical midsized affordable home market consists of structures in the range of 1,100 - 3,000 sq. ft. These will sell to the contractor or developer for around $80K-$200K with the average being over $150,000.

The Company plans on marketing its small 300 to 800 sq ft homes in the neighborhood of $40K-$100K on average.

Obviously, the company will look to increase output to meet future demands and expects to do this through internal financing.





Off-balance Sheet Arrangement


We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

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