SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended ~~December~~June 3130, ~~2020~~2021

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-28585

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Description automatically generated

AuraSource, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

68-0427395

(IRS Employer Identification No.)

2103 E. Cedar St., Suite 6, Tempe, AZ 85281

(Address of principal executive offices, zip code)

Registrant's telephone number (including area code): (480) 553-1778

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [ ] NO [x]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

YES [x] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-accelerated Filer [ ] Smaller reporting company [x] Emerging growth company [x]

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes [x] No [ ]

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at ~~February~~August 92, 2021
Common Stock, $.001 par value		6768,~~733~~208,151

AURASOURCE, INC.

INDEX

PART I	FINANCIAL INFORMATION	Page
ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS:
	Condensed Consolidated Balance Sheets — December 31, 2020 (Unaudited) and March 31, 2020	3
	Condensed Consolidated Balance Sheets — June 30, 2021 (Unaudited) and March 31, 2020	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) – Three and Nine Months Ended December 31, 2020 and 2019	4
	Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) – Three Months Ended June 30, 2021 and 2020	4
	Consolidated Statements of Stockholders’ Deficit (Unaudited) – Three and Nine Months Ended December 31, 2020 and 2019	5
	Consolidated Statements of Stockholders’ Deficit (Unaudited) – Three Months Ended June 30, 2021 and 2020	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) – Nine Months Ended December 31, 2020 and 2019	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) – Three Months Ended June 30, 2021 and 2020	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19
ITEM 4.	CONTROLS AND PROCEDURES	19
PART II	OTHER INFORMATION	20
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	20
ITEM 6.	EXHIBITS	21
	Signatures	22

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PART I - FINANCIAL INFORMATION

ITEM 1 — CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AuraSource, Inc.

Condensed Consolidated Balance Sheets

	December 31, 2020			March 31, 2020
	June 30, 2021			March 31, 2021
		(Unaudited)
ASSETS		(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	3056,~~155~~598		$	3565,~~215~~887
TOTAL CURRENT ASSETS		3056,~~155~~598			3565,~~215~~887
Deposit		2,262			2,262
Operating lease right-of-use assets, net		3322,~~402~~840			4927,~~328~~849
TOTAL ASSETS	$	6581,~~819~~700		$	8695,~~805~~998
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	~~121~~126,~~285~~721		$	~~121~~117,~~099~~973
Due to related parties		2,~~243~~459,~~283~~279			12,~~906~~349,~~239~~781
Operating lease obligations, current		2223,~~193~~559			2022,~~598~~786
Note payable and accrued interest		~~114~~116,~~151~~730			80115,~~605~~459
Note payable and accrued interest – related party		2,~~429~~552,~~953~~970			2,~~256~~490,~~453~~702
TOTAL CURRENT LIABILITIES		45,~~930~~279,~~866~~259			45,~~384~~096,~~994~~700
Operating lease obligations, long term		~~11,978~~—			295,~~346~~808
TOTAL LIABILITIES		45,~~942~~279,~~844~~259			45,~~414~~102,~~340~~508
Commitments and contingencies		—			—
STOCKHOLDERS' DEFICIT
Preferred stock, 10,000 shares authorized, no shares issued and outstanding, no rights or privileges designated		—			—
Common stock, $0.001 par value, 150,000,000 shares authorized, 67,733,151 and 66,883,151 shares issued and outstanding at December 31, 2020 and March 31, 2020, respectively		67,733			66,883
Common stock, $0.001 par value, 150,000,000 shares authorized, 68,208,151 and 68,208,151 shares issued and outstanding at June 30, 2021 and March 31, 2021, respectively		68,208			68,208
Additional paid in capital		14,~~136~~459,~~208~~494			14,~~075~~357,~~958~~975
Accumulated other comprehensive income		2722,~~941~~566			6631,~~722~~223
Accumulated deficit		(19,~~108~~747,~~907~~827	)		(1819,~~537~~463,~~098~~917	)
Total stockholders' deficit		(45,~~877~~197,~~026~~559	)		(45,~~327~~006,~~535~~510	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	6581,~~819~~700		$	8695,~~805~~998

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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AuraSource, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended December 31,						Nine Months Ended December 31,
	Three months ended June 30,
	2020			2019			2020			2019
	2021			2020
Revenue	$	—		$	—		$	—		$	~~35,000~~
Cost of revenue		—			—			—			~~5,316~~
Gross profit		—			—			—			29,684
Gross profit (loss)		—			—
Operating expenses:
Operating expenses
General & administrative expenses		134,179			125,252			409,418			532,339
General and administrative expenses		198,853			135,600
Total operating expenses		~~134~~198,~~179~~853			~~125~~135,~~252~~600			~~409,418~~			~~532,339~~
Loss from operations		(~~134~~198,~~179~~853	)		(~~125~~135,~~252~~600	)		~~(409,418~~	)		~~(502,655~~	)
Interest income (expense) and other, net		(6085,~~585~~057	)		(5455,~~866~~618	)		~~(162,391~~	)		~~(186,653~~	)
Net loss	$	(~~194~~283,~~764~~910	)	$	(~~180~~191,~~118~~218	)		~~(571,809~~	)		~~(689,308~~	)
Other Comprehensive Income
Foreign currency translation gain (loss)		~~(19~~8,~~134~~656	)		~~(5,591~~—	)		~~(38,781~~	)		~~18,328~~
Total Comprehensive Loss	$	(~~213~~275,~~898~~254	)	$	(~~185~~191,~~709~~218	)	$	~~(610,590~~	)	$	~~(670,980~~	)
Basic & diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
NET LOSS PER SHARE OF COMMON STOCK—Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding – basic & diluted		67,645,651			66,033,151			67,212,787			65,553,481
Weighted average shares outstanding —Basic and diluted		68,208,151			66,883,151

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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~~AURASOURCE~~AuraSource, ~~INC~~Inc.

~~CONSOLIDATED~~Consolidated ~~STATEMENTS~~Statements OFof ~~STOCKHOLDERS'~~Stockholders’ Deficit ~~DEFICIT~~

~~THREE~~Three ~~MONTHS~~Months ~~ENDED~~ended ~~DECEMBER~~June 3130, ~~2020~~2021 ~~AND 2019~~and 2020

Three Month Comparison

	Preferred Stock			Common Stock
	Shares		Amount	Shares		Amount		APIC		~~Subscription~~Accumulated ~~Payable~~Deficit			~~Accumulated~~Other ~~Deficit~~Comprehensive Income			~~Other Comprehensive Income~~Total			~~Total~~
Balance at September 30, 2019	—	$	—	66,033,151	$	66,033	$	14,010,608	$	—		$	(18,150,195	)	$	66,254		$	(4,007,301	)
Balance at March 31, 2020	—	$	—	66,883,151	$	66,883	$	14,075,958	$	(18,537,098	)	$	66,721		$	(4,327,536	)
Subscription payable	—		—	—		—		—		15,000			—			—			15,000
Issuance of options	—		—	—		—		11,000		—			—			11,000
Issuance of options	—		—	—		—		23,600		—			—			—			23,600
Net loss	—		—	—		—		—		(191,218	)		—			(191,218	)
Net loss	—		—	—		—		—		—			(180,118	)		—			(180,118	)
Foreign currency translation adjustment	—		—	—		—		—		—			—			—
Foreign currency translation adjustment	—		—	—		—		—		—			—			(5,591	)		(5,591	)
Balance at June 30, 2020	—	$	—	66,883,151	$	66,883	$	14,086,958	$	(18,728,316	)	$	66,721		$	(4,507,754	)
Balance at December 31, 2019	—	$	—	66,033,151	$	66,033	$	14,034,208	$	15,000		$	(18,330,314	)	$	60,662		$	(4,154,411	)

	Preferred Stock			Common Stock
	Shares		Amount	Shares		Amount		APIC		Accumulated Deficit			Other Comprehensive Income			Total
Balance at September 30, 2020	—	$	—	67,383,151	$	67,383	$	14,110,658	$	(18,914,143	)	$	47,074		$	(4,689,028	)
Balance at March 31, 2021	—	$	—	68,208,151	$	68,208	$	14,357,975	$	(19,463,916)		$	31,223		$	(5,006,510)
Issuance of shares for cash	—		—	350,000		350		10,150		—			—			10,500
Issuance of options	—		—	—		—		80,000		—			—			80,000
Issuance of options	—		—	—		—		15,400		—			—			15,400
Imputed interest								21,519								21,519
Net loss	—		—	—		—		—		(~~194~~283,~~764~~910)	)		—			(~~194~~283,~~764~~910)	)
Foreign currency translation adjustment	—		—	—		—		—		—			(198,~~134~~656)	)		(198,~~134~~656)	)
Balance at December 31, 2020	—	$	—	67,733,151	$	67,733	$	14,136,208	$	(19,108,907	)	$	27,940		$	(4,877,026	)
Balance at March 31, 2021	—	$	—	68,208,151	$	68,208	$	14,459,494	$	(19,747,827)		$	22,567		$	(5,197,558)

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Nine Month Comparison

	Preferred Stock				Common Stock
	Shares		Amount		Shares		Amount		APIC		Subscription Payable		Accumulated Deficit			Other Comprehensive Income		Total
Balance at March 31, 2019		—	$	—		64,681,119	$	64,681	$	13,657,731	$	—	$	(17,641,005	)	$	42,334	$	(3,876,260	)
Issuance of shares for liability		—		—		652,032		652		185,177		—		—			—		185,829
Issuance of shares for cash		—		—		700,000		700		49,300		—		—			—		50,000
Subscription payable		—		—		—		—		15,000		15,000		—			—		15,000
Issuance of options		—		—		—		—		142,000		—		—			—		142,000
Net loss		—		—		—		—		—		—		(689,308	)		—		(689,308	)
Foreign currency translation		—		—		—		—		—		—		—			18,328		18,328
Balance at December 31, 2019 (Unaudited)		—	$	—		66,033,151	$	66,033	$	14,034,208	$	15,000	$	(18,330,314	)	$	60,662	$	(4,154,411	)

	Preferred Stock			Common Stock
	Shares		Amount	Shares		Amount		APIC		Accumulated Deficit			Other Comprehensive Income			Total
Balance at March 31, 2020	—	$	—	66,883,151	$	66,883	$	14,075,958	$	(18,537,098	)	$	66,721		$	(4,327,536	)
Issuance of shares for cash	—		—	850,000		850		19,650		—			—			20,500
Issuance of options	—		—	—		—		40,600		—			—			40,600
Net loss	—		—							(571,809	)		—			(571,809	)
Foreign currency translation adjustment	—		—	—		—		—		—			(38,781	)		(38,781	)
Balance at December 31, 2020	—	$	—	67,733,151	$	67,733	$	14,136,208	$	(19,108,907	)	$	27,940		$	(4,877,026	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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AuraSource, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended December 31,
	Three Months Ended June 30,
	2020			2019
	2021			2020
Cash flows from operating activities
Net loss	$	(~~571~~283,~~809~~910	)	$	(~~689~~191,~~308~~218	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		—			—
Options issued for services		80,000			11,000
Options issued for services		40,600			142,000
SBA Grant		—			(2,000	)
Changes in operating assets and liabilities
SBA Grant		(2,000	)		—
Interest payable		22,790			1,262
Deposits		—			(2,262	)
Accounts payable and accrued expenses		3,241			(38,690	)
Accounts payable and accrued expenses		(5.295	)		(35,355	)
Accounts payable – related parties		171,766			180,459
Accounts payable – related parties		510,544			453,073
Net cash used in operating activities		(6,113	)		(39,187	)
Interest payable		3,814			21,946
Net cash used in operating activities		(23,993	)		(109,908	)
Cash flows from investing activities
Gain on sale of asset		5,481			—
Net cash provided by investing activities		5,481			—
Cash flows from financing activities
Proceeds from issuance of common stock, net		20,500			50,000
Issuance of note		—			44,232
Proceeds from (payment to) loans		34,232			—
Net cash provided by financing activities		—			44,232
Subscription payable		—			15,000
Effect of exchange rate fluctuation on cash		(8,657	)		(1	)
Repayment of Note		(2,500	)		—
Net change in cash		(9,289	)		5,044
Net cash provided by financing activities		52,232			65,000
Cash - beginning balance		65,887			35,215
Effect of exchange rate fluctuation on cash		(38,781	)		18,328
Cash - ending balance	$	56,598		$	40,259
Net change in cash and equivalents		(5,061	)		(26,580	)
Cash - beginning balance		35,215			58,161
Cash - ending balance	$	30,154		$	31,581

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for
Interest	$	—	$	—
Income taxes	$	—	$	—

NON-CASH INVESTING AND FINANCING ACTIVITY:

Stock issuance for liability settlement $ — $ 185,829

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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~~AURASOURCE~~AuraSource, ~~INC~~Inc.

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.

AuraMetal^TMis 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.

AuraMoto^TMis 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 $19,~~108~~747,~~907~~827 at ~~December~~June 3130, ~~2020~~2021. 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.

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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~~ financial statements were prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). ~~The~~ 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, ~~2020~~2021 included in our Annual Report on Form 10-K. The results of the three months ended ~~December 31~~June 30, ~~2020~~2021 are not necessarily indicative of the results to be expected for the full year ending March 31, ~~2021~~2022.

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.

-98-

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.

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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 months ended ~~December~~June 3130, ~~2020~~2021 and 2020 ~~2019~~ 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.

-1110-

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.

-1211-

NOTE 2 - CONCENTRATION OF CREDIT RISK

As of ~~December~~June 3130, ~~2020~~ 2021 and March 31, ~~2020~~2021, our deposits did not exceed amounts insured by the FDIC (up to $250,000, per financial institution as of ~~December 31~~June 30, ~~2020~~2021). 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~~June 3130, ~~2020~~ 2021 and March 31, ~~2020~~2021, $2,~~243~~459,~~283~~279 and $12,~~906~~349,~~239~~781, 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,~~899~~996,~~965~~150 is owed under the note as of ~~December~~June 3130, ~~2020~~2021. 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. $~~529~~556,~~989~~820 is owed ~~under~~ under the note as of ~~December~~June 3130, ~~2020~~2021. The note has an interest rate of 10% which is compounded quarterly is in default.

NOTE 5 – NOTE PAYABLE

OnIn December 312014, ~~2012,~~we ~~the Company~~entered ~~received $500,000 from Pelican Creek, LLC (Pelican Creek”),~~ into a ~~former related party who resigned in June 2014, and recorded the corresponding~~ note aspayable afor ~~current liability on the balance sheet. Our former director~~$63,357 ~~Larry~~which ~~Kohler,~~bears ~~manages Pelican Creek. As~~ an ~~inducement~~interest torate ~~receive this loan, the Company issued 1,250,000 shares~~ of ~~its~~6% ~~common~~per ~~stock~~year toas ~~Pelican~~a ~~Creek~~settlement for ~~the year~~previously ~~ended~~due ~~March~~amounts ~~31,~~recorded ~~2012~~in accounts payable. The FVCompany ofpaid ~~the shares issued was~~ $~~812~~7,500 ~~valued~~to atreduce ~~$0.65 per share, using~~ the ~~closing~~amount ~~price on the effective date~~ of the ~~agreement~~note. 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~~principle ~~stock~~and ininterest ~~exchange for the cancelation of a $500,000 note payable. As such,~~ as of June 30, ~~2019,~~2021 ~~the~~is ~~Company accrued interest of~~ $~~109~~84,~~259 and remained in the note payable account~~251. ~~This note was settled~~ onThe ~~July~~principle ~~12,~~and ~~2019~~interest inare ~~exchange~~due ~~for the issuance of 437,032 shares of the Company’s common stock. We recognized a loss~~ on ~~debt settlement~~September ~~of $~~15,~~295.~~ ~~We issued 215,000 shares to Mr~~2016. ~~Kohler~~The tonote ~~settle~~payable ~~pass~~is ~~due~~currently ~~amounts.~~in ~~We recognized a loss on debt settlement of $7,525~~default.

In December 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. In December 2020, the Company paid $2,500 to reduce the amount of the note. The amount of principle and interest as of December 31, 2020 is $81,779. The principle and interest are due on September 15, 2016. The note payable is currently in default.-12-

-13-

On May 1, 2020, we received $2,000 from US Small Business Administration as part of Economic Injury Disaster Loans (“EIDL”). This was a grant and does not need to be repaid. We recorded this as other income.

On May 3, 2020, we entered ~~into~~ into a loan borrowed $1929,332 from Bank of America (“Lender”), pursuant to a Promissory Note issued by Company to Lender (the “PPP Note”). The loan was made pursuant to the Payroll Protection Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Note bears interest at 1.00% per annum, payable monthly beginning December 3, 2020, and is due on May 3, 2022. The PPP Note may be repaid at any time without penalty. Under the Payroll Protection Program, the Company will be eligible for loan forgiveness up to the full amount of the PPP Note and any accrued interest. The forgiveness amount will be equal to the amount that the Company spends during the 8-week period beginning May 3, 2020 on payroll costs, payment of rent on any leases in force prior to February 15, 2020 and payment on any utility for which service began before February 15, 2020. The maximum amount of loan forgiveness for non-payroll expenses is 25% of the amount of the PPP Note. No assurance is provided that the Company will obtain forgiveness under the PPP Note in whole or in part. The PPP Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under the PPP Note.

On June 13, 2020, we entered into a note with the US Small Business Administration for a loan amount of $12,900 and an annual interest rate of 3.75% which is due in 30 years.

NOTE 6 – STOCK ISSUANCE

During the quarter ended June 30, 2019, the Company issued 500,000 shares of common stock for $40,000.

During the quarter ~~ended~~ ended September 30, 2019, the Company issued ~~652~~200,~~032~~000 shares of common stock for ~~settlement of liabilities~~$10,000.

During the quarter ended September ~~December 31~~30, 2019, the Company issued ~~200~~652,~~000~~032 shares of common stock for settlement of liabilities with a fair value per share of $100.25. We recognized a loss on debt settlement of $22,~~000~~820.

During the quarter ended March 31, 2020, the Company issued 850,000 shares of common stock for $9434,~~400~~000.

During the quarter ended September 30, 2020, the Company issued 500,000 shares of common stock for $10,000.

During the quarter ended December 31, 2020, the Company issued 350,000 shares of common stock for $10,500.

AsDuring ofthe ~~December~~quarter ended March 31, ~~2020~~2021, ~~there~~ ~~are~~the 67Company issued 475,~~733,151~~000 shares of common stock ~~issued~~for ~~and outstanding~~$50,000.

~~-14-~~As of June 30, 2021, there are 68,208,151 shares of common stock issued and outstanding.

-13-

NOTE 7 - STOCK OPTIONS

In April ~~2019~~1, ~~we granted an additional 40~~2020,~~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 $0.25052 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 ~~January~~July 1, 2020, we granted 200,000 options to purchase shares of our common stock at $0.052 per share to certain our CEO and CFO per their employment agreements. In ~~April~~October 1, 2020, we granted 200,000 options to purchase shares of our common stock at $0.052 per share to certain our CEO and CFO per ~~their~~ their employment agreements. In ~~July~~January 1, ~~2020~~2021, we granted 200,000 options to purchase shares of our common stock at $0.052 per share to to certain our CEO and CFO per their employment agreements. In ~~October~~April 1, ~~2020~~2021, we granted 200,000 options to purchase shares of our ~~common~~ common stock at $0.052 per share to certain our CEO and CFO per their employment agreements.

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~~quarter ~~and nine months~~ ended ~~December~~June 3130, 2021 and 2020, the Company recorded $1580,~~400~~000 and $4011,~~600~~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 710-year constant maturity. Dividend rates are based on the Company’s dividend history. The stock volatility factor is based on the last 60five ~~days~~years 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		~~500~~355%
Average expected option life	510 years
Risk-free interest rate		01.2769%

-14-

The following table summarizes activity in the Company's stock option grants for the six months ended June 30, 2021 and year ended March 31, 2021:

	Number of Shares		Weighted Average Price Per Share
Balance at March 31, 2020		5,360,000	$	0.25
Granted		800,000	$	0.05
Expired		(40,000)	$	0.75
Balance at March 31, 2021		6,120,000	$	0.24
Granted		200,000	$	0.05
Balance at June 30, 2021		6,320,000	$	0.23

The following summarizes pricing and term information for options issued to employees and directors outstanding as of June 30, 2021:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number Outstanding at June 30, 2021		Weighted Average Remaining Contractual		Weighted Average Exercise Price		Number Exercisable at June 30, 2021		Weighted Average Exercise Price
Range of Exercise Prices	Number Outstanding at June 30, 2021		Life		Weighted Average Exercise Price		Number Exercisable at June 30, 2021		Weighted Average Exercise Price

$0.50		40,000		2.75		$0.50		40,000		$0.50
$0.49		40,000		3.75		$0.49		40,000		$0.49
$0.45		40,000		1.75		$0.45		40,000		$0.45
$0.27		40,000		0.75		$0.27		40,000		$0.27
$0.25		4,800,000		5.37		$0.25		4,800,000		$0.25
$0.17		40,000		7.75		$0.17		40,000		$0.17
$0.15		40,000		4.75		$0.15		40,000		$0.15
$0.11		40,000		6.75		$0.11		40,000		$0.11
$0.08		40,000		5.75		$0.08		40,000		$0.08
$0.05		1,200,000		4.25		$0.05		1,200,000		$0.05
Balance at June 30, 2021		6,320,000		4.25		$0.23		6,320,000		$0.23

-15-

The following table summarizes activity in the Company's stock option grants for the years ended March 31, 2021 and 2020:

	Number of Shares		Weighted Average Price Per Share
Balance at March 31, 2019		4,720,000	$	0.33
Granted		840,000	$	0.20
Cancelled		(200,000)	$	1.55
Balance at March 31, 2020		5,360,000	$	0.25
Granted		600,000	$	0.05
Balance at December 31, 2020		5,960,000	$	0.23

The following summarizes pricing and term information for options issued to employees and directors outstanding as of December 31, 2020:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number Outstanding at December 31, 2020		Weighted Average Remaining Contractual		Weighted Average Exercise Price		Number Exercisable at December 31, 2020		Weighted Average Exercise Price
			Life
$0.75		40,000		0.25		$0.75		40,000		$0.75
$0.50		40,000		3.25		$0.50		40,000		$0.50
$0.49		40,000		4.25		$0.49		40,000		$0.49
$0.45		40,000		2.25		$0.45		40,000		$0.45
$0.27		40,000		1.25		$0.27		40,000		$0.27
$0.25		4,800,000		5.87		$0.25		4,800,000		$0.25
$0.17		40,000		8.25		$0.17		40,000		$0.17
$0.15		40,000		5.25		$0.15		40,000		$0.15
$0.11		40,000		7.25		$0.11		40,000		$0.11
$0.08		40,000		6.25		$0.08		40,000		$0.08
$0.05		800,000		9.00		$0.05		800,000		$0.05
Balance at December 31, 2020		5,960,000		5.71		$0.23		5,960,000		$0.23

-16-

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended March 31, 2020 and presume readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Annual Report on Form 10-K for the year ended March 31, 2020 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited consolidated financial statements and notes thereto that appear elsewhere in this report.

Overview

AuraSource focuses 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.

Recently, due to our various international sourcing contacts, we have been requested from various parties to source vendors and customers in the automotive industry. There can be no assurances that our efforts towards this line of business will succeed.

AuraSource’s physical separation includes ultrafine grinding and impurities removal, which separate metallic and non-metallic minerals. AuraSource develops and tests hydrometallurgical flow sheets for the recovery and refining of metals from concentrate leaching, precipitation, cementation, ion-exchange, solvent extraction, electro-winning, and process simulations. AuraSource also carries out high-temperature research and process development for the production of a wide variety of mineral commodities.

AuraSource formed AuraSource Qinzhou, to acquire these types of technologies, performing R&D related to the reduction of harmful emissions and energy costs. AuraSource is currently looking to license this technology to third parties through joint ventures with strategic partners and/or selling services and products derived from this technology. Currently, we have seven patents patent issued related to our technologies: 1) ultrafine grinding and 2) ultrafine separation.

There can be no assurance we will be able to carry out our development plans for our technology. 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.

-1716-

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of expenses during the reporting period. On an ongoing basis, we evaluate our estimates which are based on historical experience and on other assumptions that we believe to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions. The following accounting policies require significant management judgments and estimates:

We account for our business acquisitions under the purchase method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, "Business Combinations." The total cost of acquisitions is allocated to the underlying net assets, based on their respective estimated fair values. The excess of the purchase price over the estimated fair value of the tangible net assets acquired is recorded as intangibles. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples, among other items.

We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other sources. There can be no assurance that actual results will not differ from these estimates.

Results of Operations

For the Three Months Ended ~~December~~June 3130, ~~2020~~2021 and ~~2019~~2020

Revenues

Revenues were $0 and $0 for the three months ended December 31, 2020 and 2019, respectively.

Cost of Sales

Cost of sales was $0 and $0 for the three months ended December 31, 2020 and 2019, respectively.

Gross Profit

Gross profit was $0 and $0 for the three months ended December 31, 2020 and 2019, respectively.

General and Administrative Expenses

General and administrative ~~expenses~~ expenses were $~~194~~198,~~764~~853 and $~~180~~135,~~118~~600 for the three months ended ~~December~~June 3130, ~~2020~~2021 and ~~2019~~2020, respectively. The increase is mainly due to the increase in stock compensation expense.

-1817-

Interest Income (Expense) and Other

Interest income (expense) ~~and~~ and other was $(6085,~~585~~057) and $(5455,~~866~~618) for the three months ended ~~December~~June 3130, ~~2020~~2021 and ~~2019~~2020, respectively. The increase was mainly due to the increase finance charge due to the increase in debt and the imputed interest of related party payable.

For the Nine months Ended December 31, 2020 and 2019

Revenues

Revenues were $0 and $35,000 for the nine months ended December 31, 2020 and 2019, respectively. The increase in revenues were due to one mineral processing contract.

Cost of Sales

Cost of sales was $0 and $5,316 for the nine months ended December 31, 2020 and 2019, respectively.

Gross Profit

Gross profit was $0 and $29,684 for the nine months ended December 31, 2020 and 2019, respectively.

General and Administrative Expenses

General and administrative expenses were $409,418 and $532,339 for the nine months ended December 31, 2020 and 2019, respectively.

Interest Income (Expense) and Other

Interest income (expense) and other was $(177,314) and $(186,653) for the nine months ended December 31, 2020 and 2019, respectively.

Liquidity and Capital Resources

Net cash used in operating ~~activities~~ activities was $(236,~~993~~113) and $(~~109~~39,~~908~~187) in the ~~nine~~three months ended ~~December~~June 3130, ~~2020~~2021 and ~~2019~~2020, respectively. The decrease in cash used for operations was mainly due to an increase in interest payable offset by a reduction in accounts payable for the three months ended June 30, 2021 and 2020, respectively.

Net cash ~~received from / (~~used in) investing activities was $~~5,481~~0 and $0 in the ~~nine~~three months ended ~~December~~June 3130, ~~2020~~2021 and ~~2019~~2020, respectively.

Net cash received from / (used in) financing activities was $~~52,232~~0 and $6544,~~000~~232 in the ~~nine~~three months ended ~~December~~June 3130, ~~2020~~2021 and ~~2019~~2020, respectively. This was primarily due to the proceeds from the issuance of loans received in 2020.

-The Company suffered recurring losses from operations and has an accumulated deficit of $19-,747,827 at June 30, 2021. The Company has incurred losses of $283,910 and $191,218 for the three months ended June 30, 2021 and 2020, respectively. The Company has not continually generated significant revenues. Unless our operations continue to generate significant revenues and cash flows from operating activities, our continued operations will depend on whether we are able to raise additional funds through various sources, such as equity and debt financing, other collaborative agreements and strategic alliances. Our management is actively engaged in seeking additional capital to fund our operations in the short to medium term. Such additional funds may not become available on acceptable terms and there can be no assurance that any additional funding that we do obtain will be sufficient to meet our needs in the short and long term.

The Company suffered recurring losses from operations and has an accumulated deficit of $19,108,907 at December 31, 2020. The Company has incurred losses of $571,809 and $689,308 for the nine months ended December 31, 2020 and 2019, respectively. The Company has not continually generated significant revenues. Unless our operations continue to generate significant revenues and cash flows from operating activities, our continued operations will depend on whether we are able to raise additional funds through various sources, such as equity and debt financing, other collaborative agreements and strategic alliances. Our management is actively engaged in seeking additional capital to fund our operations in the short to medium term. Such additional funds may not become available on acceptable terms and there can be no assurance that any additional funding that we do obtain will be sufficient to meet our needs in the short and long term.

Inflation and Seasonality

Inflation has not been material to us during the past five years. Seasonality has not been material to us.

Recent Accounting Pronouncements

Refer to the notes to the ~~consolidated~~ consolidated financial statements in our March 31, ~~2020~~2021 Annual Report on Form 10-K for a complete description of recent accounting standards which we have not yet been required to implement and may be applicable to our operation, as well as those significant accounting standards that have been adopted during the current year.

Off-Balance Sheet Arrangements

As of ~~December~~June 3130, ~~2020~~2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

-2018-

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item 3.

ITEM 4 - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures: We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term "disclosure controls and procedures", as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of ~~December~~June 3130, ~~2020~~2021, that our disclosure controls and procedures are not effective to a reasonable assurance level of achieving such objectives. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Management's Report on Internal Control Over Financial Reporting: Our management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. The internal controls for the Company are provided by executive management's review and approval of all transactions. Our ICFR also includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, ICFR may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

-2119-

Management assessed ~~the~~ the effectiveness of the Company's ICFR as of ~~December~~June 3130, ~~2020~~2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management's assessment included an evaluation of the design of our ICFR and testing of the operational effectiveness of these controls.

Based on this assessment, management has concluded that as of ~~December~~June 3130, ~~2020~~2021, our ICFR was not effective to provide reasonable assurance regarding the ~~reliability~~ reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP.

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding ICFR. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

Changes in ~~Internal~~ Internal Control over Financial Reporting: There were no changes in our ICFR during the quarter ending ~~December~~June 3130, ~~2020~~ 2021 that have materially affected, or are reasonably likely to materially affect, our ICFR.

PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

We are not a party to any current or pending legal proceedings that, if decided adversely to us, would have a material adverse effect upon our business, results of operations, or financial condition, and we are not aware of any threatened or contemplated proceeding by any governmental authority against us. To our knowledge, we are not a party to any threatened civil or criminal action or investigation.

ITEM 1A – RISK FACTORS

In addition to the other ~~risk~~ risk factors and information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, ~~2020~~2021, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K is not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, operating results and/or cash flows.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES

None

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5 - OTHER INFORMATION

None

-2220-

ITEM 6 – EXHIBITS

Exhibit	Description
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation
101.DEF		XBRL Taxonomy Extension Definition
101.LAB		XBRL Taxonomy Extension Labels
101.PRE		XBRL Taxonomy Extension Presentation

-2321-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AURASOURCE, INC.
Date: February 9, 2021	/s/ PHILIP LIU
Date: August 2, 2021	/s/ PHILIP LIU
	Name: Hongliang Philip Liu
	Title: Chief Executive Officer
Date: February 9, 2021	/s/ ERIC STOPPENHAGEN
Date: August 2, 2021	/s/ ERIC STOPPENHAGEN
	Name: Eric Stoppenhagen
	Title: Chief Financial Officer

-2422-

EXHIBIT INDEX

Exhibit	Description
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation
101.DEF		XBRL Taxonomy Extension Definition
101.LAB		XBRL Taxonomy Extension Labels
101.PRE		XBRL Taxonomy Extension Presentation

Filing Compare · AuraSource, Inc.