UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended ended: September 30, 20162020
OR
☐ TRANSITION REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OFACTOF 1934
For the transition period from _____________________ to _____________________
Commission file number number: 333-171636
Inspired Builders, Inc.
(Name
GUSKIN GOLD CORPORATION
(Exact name of small business issuerregistrant as specified in its chartercharter)
| Nevada | | 27-1989147 |
(State or other jurisdiction of incorporation or organization)
| | (I.R.S. Employer
Identification No.)
|
8950 SW 74th Ct
Suite 2201-A44
Miami, FL
| | 33156(IRS Employer Identification No.) |
(Address of principal executive offices)Incorporation or organization) | | (Zip Code) |
(310) 526-84002nd Brewery Link Box mp 2797
Momprobi-Accro, Ghana
(Address of principal executive offices and zip code)
(Registrant’s
+233 244 887 610
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act: |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:class | | Par Value(s) | | Name of each exchange on which registered:registered |
| None | | NoneN/A | | N/A |
Securities registered pursuant to Sectionsection 12(g) of the Act: Common StockNone
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☒☐ No ☐☒
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 ☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405(232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ Large accelerated filer | | ☐ | Accelerated filer | ☐ |
| ☒ Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | ☒ Smaller reportingReporting company | ☒ |
☒ Emerging Growth company | Emerging growth company | ☐ | | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☒No☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:
As of September 30, 2020, the aggregate market value of the common stock held by non-affiliates of the registrant,was $0, as of September 30, 2016,there was approximately $0 since the Company has had no active trading market. All executive officers and directors of the registrant have been deemed, solelymarket for the purpose of the foregoing calculation, to be “affiliates” of the registrant.common stock.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date, November 1, 2017: 11,125,000.date.
| Class | | Outstanding at January 7, 2021 |
| Common stock, $0.001 par value | | 29,211,265 |
DOCUMENTS INCORPORATED BY REFERENCE: None.
FORM 10-KGUSKIN GOLD CORP.
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2015Form 10-K
INDEX
PART I
Item 1. Business.FORWARD-LOOKING STATEMENTS
OverviewSome discussions in this Annual Report on Form 10-K contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties and relate to future events or future financial performance. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this Form 10-K. Forward-looking statements are often identified by words such as “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” “plans,” “seek” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.
These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” below that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section as well as those discussed elsewhere in this Form 10-K.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. However, readers should carefully review the risk factors set forth in other reports or documents the Company files from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. All written and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.
YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS
The forward-looking statements made in this report on Form 10-K relate only to events or information as of the date on which the statements are made in this report on Form 10-K. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materiallydifferent from what we expect or hope.
ITEM 1.BUSINESS.
Corporate History
Guskin Gold Corp (fka Inspired Builders, Inc.), a Nevada Corporation (the “Company”, “Guskin”, “we”, and “us”), was previously located in Boston, Massachusetts. On January 13, 2012, pursuant to the change of control transaction, we relocated to Santa Monica, California. Until the change of control transaction, we focused on repairing and providing home improvements for the homeowners. Until August 15, 2017 the Company was focused on acquiring, investing in, developing and managing real estate properties and related investments. On August 15, 2017, pursuant to another change in control transaction, we relocated to Miami, Florida and ceased all operations as a real estate company.
On January 16, 2020, Santa Alba, LLC, our former majority shareholder, sold 956,440 shares of common stock to Custodian Ventures, LLC for an aggregate purchase price of $145,000. At this point there was a change of control of the Company and Kai Ming Zhao resigned as President, Secretary, Treasurer and Director and David Lazar was appointed as President, Secretary, Treasurer and Director.
On April 30, 2020, Custodian Ventures, LLC, a Wyoming limited liability company (“CVL”) and the Company entered into a Stock Purchase Agreement (“Agreement”) with U Green Enterprise, a Ghana corporation (the “Purchaser”). The Agreement closed upon execution on April 30, 2020. Pursuant to the Agreement, CVL agreed to sell and Purchaser agreed to purchase 956,440 restricted common stock shares of the Company (the “Shares”), representing approximately 94.6% of the Company’s outstanding shares of common stock. The Agreement resulted in a change of control of the Company and David Lazar resigned effective immediately as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and sole director and Edward Somuah was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and sole director.
On September 3, 2020, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Guskin Gold Corporation, a Nevada limited liability company (“GGC”), and the controlling stockholders of GGC (the “GGC Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired One Hundred Percent (100%) the issued and outstanding equity interest of GGC from the GGC Shareholders (the “GGC Shares”) and in exchange the Company issued to GGC an aggregate of Twenty-Eight Million Two Hundred Thousand (28,200,000) shares of restricted common stock of the Company. As a result of the Share Exchange Agreement, GGC become a wholly owned subsidiary of the Company. The Share Exchange Agreement contains customary representations and warranties. Further, the Share Exchange Agreement contains the following conditions to closing and the closing of the Share Exchange shall only occur once the following conditions have been satisfied: (i) approval from the Company’s shareholders; and, (ii) GGC provides the Company with audited financial statements, with such financial statements being prepared by an independent accounting firm registered with the Public Company Accounting Oversight Board (PCAOB).
As of September 22, 2020 (the “Closing Date”), GGC provided us with valid and accepted audited financial statements, accordingly the transactions contemplated by the Share Exchange Agreement have been satisfied, accordingly the Share Exchange Agreement is closed (“Closing”).
Concurrent with the Closing of the Share Exchange Agreement, the Company’s Board of Directors, having received the written consent of shareholders holding a majority of the Company’s outstanding shares of common stock, approved: (i) an amendment to the Company’s Articles of Incorporation to change the Company’s name from Inspired Builders, Inc. to Guskin Gold Corporation (the “Corporate Name Change”); and (ii) a change to the Company’s OTC trading symbol from ISRB to GUSK, or if unavailable to GGCO or GKIN (the “Symbol Change”). Nevada corporate law permits holders of a majority of the voting power to take shareholder action by written consent. Accordingly, the Company did not hold a meeting of its shareholders to consider or vote upon the Corporate Name Change or Symbol Change. The amendment to our articles of incorporation was made effective in Nevada on November 30, 2020.
On December 3, 2020, the Financial Industry Regulatory Authority (“FINRA”) announced the effectiveness of a change in the Company’s name from “Inspired Builders, Inc.” to “Guskin Gold Corp.” (the “Name Change”) and a change in the Company’s ticker symbol from “ISRB” to the new trading symbol “GKIN” (the “Symbol Change”). Trading under the new ticker symbol began at market opening December 4, 2020. No action is required from current shareholders in relation to the change in the trading symbol. The Company’s CUSIP will also change to 40330L100.
Accordingly, our current plan of operation consists of identifying, assessing and vetting various gold and mineral properties, specifically focusing on gold properties and the exploration and potential development of small-scale gold mining operations in Africa, as discussed in detail below. As the new business operations and direction of the Company shall be that of its wholly owned subsidiary, Guskin Gold Corporation, all references to “we”, “us”, “our”, the “Company”, etc., shall refer collectively to both our parent company and our operating subsidiary.
The Share Exchange Agreement is qualified in its entirety by the complete copy of the Share Exchange Agreement which was filed with the SEC on September 8, 2020, as part of our Current Report on Form 8-K as Item 10.01 and is incorporated by reference herein.
Emerging Growth Company
We are an Emerging Growth Company as defined in the Jumpstart Our principalBusiness Startups (“JOBS”) Act.
We shall continue to be deemed an emerging growth company until the earliest of
(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement;
(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or
(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b -2 of title 17, Code of Federal Regulations, or any ‘successor thereto’.
As an emerging growth company, we are exempt from Section 404(b) of Regulation S-K. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.
Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.
As an emerging growth company, we are exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.
We have elected not to opt out of the extended transition period for complying with any new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.
Our Growth Strategy & Corporate Values
Our long-term goal is to become a leading, sustainable and efficient small to medium sized gold producer. We intend to achieve this through creating value for our shareholders by minimizing risks related to exploration, mining, and processing of our mineral resources and increasing efficiency. Our primary focus is on gold production in Ghana, West Africa, but we may diversify into other minerals and countries over time.
People
We believe that people are our most important asset and it is our highest priority to create and maintain a safe and healthy working environment, from both personnel and an environmental prospective. We intend to operate all future properties and claims utilizing both cost effective and cutting-edge safety measures to ensure a sustainable working relationship for our employees and the communities in which we will operate.
Social responsibility
We intend to actively engage with the local communities in the areas in which we will operate by prioritizing the local population when employing staff.
Responsible mining
Environmental responsibility is a central issue in a company with operations involving environmental risks. Accordingly, we intend to adhere to the social, environmental, and economic principles of sustainable development, and the ongoing role of sustainability as a critical differentiating factor in who we are and how we conduct our business. Our commitment to sustainability includes the promotion of fundamental human rights, especially of those who live in the communities where we operate and those with whom we work.
Integrity and Corporate Governance
We will strive to continually evaluate the Company’s compliance with corporate governance standards, reviewing and monitoring the effectiveness of the Company’s policies, standards and practices directed to ensuring that the Company complies with applicable laws and regulations and conforms with the highest standards of financial and ethical behavior.
Risk management
We will intend to establish, maintain and evolve our risk management frameworks, systems, policies, standards and procedures to effectively manage financial, health, safety, environment, community and other operational risks and where those risks could have a material impact on the Company’s businesses and operations, formulating strategies for mitigating these risks for consideration by the Board.
Current Operations – Ghana, West Africa
Our business objectiveactivity is the early-stage development of a business focusing on the acquisition of gold properties, and the exploration and potential development of gold mining operations in Africa, specifically focused currently in the Republic of Ghana, West Africa. Ms. Asante, our new CEO has travelled to Ghana four times over the past 18 months, for the purpose of meeting with geologist, attorneys and other qualified individuals in furtherance of identifying potential acquisition properties in Ghana and the subsequent exploration of these projects, if any, and the further development of these projects with the potential goal of attaining production of gold in Ghana. Ghana is a well-known mining jurisdiction with a long history of gold production and a highly trained workforce. The mining tenure, royalty and tax laws are stable and well legislated. While the Company’s current focus is in Ghana, we are actively seeking out opportunities throughout the continent of Africa.
As recommended by the Government of the Republic of Ghana, the Company has retained, as its local legal representative, Dr. Kweku Ainuson, who is a partner at AB Lexmall & Associates, located in Ghana, as a Consultant to the Company. Dr. Ainuson is providing the Company full legal representation in Ghana, including but not limited to assisting the Company in identifying and pursuing various opportunities to acquire mineral interest, mining claims, property and mineral exploration and mining issues, and he will assist the Company in all legal matter that arise from the forgoing, including acting as the Company’s liaison with the Government of Ghana in navigation of the complex mining and mineral right issues in Ghana, as further discussed below. Not only will the local legal representative conduct due diligence on the local company to ascertain the veracity of its mineral leases, he will advise the Company on changes in the laws and regulations governing our potential acquisitions in Ghana. Additionally, Dr. Ainuson shall police the processes leading to the incorporation of the company with the Registrar Generals Department, registration with the Ghana Investment Promotion Centre and the application of the mineral rights from the Minerals Commission of Ghana, and Dr. Ainuson shall also be responsible for the formulation and the drafting of agreements to govern all transactions in Ghana.
Further, the Company has engaged three qualified individuals as geological consultants with global experience in the mineral and mining sector, who are assisting the Company in the identification and assessment of projects currently under review, or under letter of intent and projects to be pursued in the immediate future.
To this end, the Company has, as of the date of this Report, entered into two Letters of Intent and has had lengthy negotiations and discussions with multiple companies and claim holders in Ghana relating to the possibility of potential business relationships including but not limited to partnerships, joint ventures, earn-in/opt-in agreements and/or the sale and purchase agreement regarding those properties. Although, the Company has not entered into any definitive agreements relating to any specific property, we are confident that we may finalize negotiations relating to a potential property in the near future. We believe the prospects in Ghana present multiple opportunities for the Company to identify and enter into mutually beneficial agreement that may propel the business forward.
In conducting due diligence on any potential property, the Company focuses on the following critical factors when evaluating each properties merit:
| ● | the historical exploration work completed to date, including but not limited to, all geological, geochemical, geophysical, drill and core samples, and exploration data(s) and maps, all technical data; and, |
| ● | the legal, government, and or regulatory affairs of the business or property. |
The Company is seeking opportunities in the alluvial and or hard-rock gold sector. We believe these sectors will give us the best advantage in Ghana initially. By way of example and for clarity, there are two types of gold: alluvial gold that is often found in riverbeds and amalgam gold that is located in ore. In Ghana, both types of gold exist, however, initially we are focused on identification of properties where alluvial mining would be the method for extracting any gold deposits as we believe these will be more be financially beneficial to the Company and our shareholders.
A successful approach to gold exploration involves a variety of traditional exploration techniques coupled with modern technological advances utilized in close conjunction in a systematically outlined manner that adhere strictly to industry standards to produce acceptable results. An example of this approach is outlined as follows:
Field Mapping
The foremost activity to be carried out in any new exploration would be field mapping. Here, field geologists and technicians will work hand in hand to assess the ground conditions and to evaluate the nature of current ground conditions. This among other things will reveal field intricacies included but not limited to artisanal workings for instance. The mapping team would be tasked to also locate the reported any old trenches and mark them out for follow up. They will carry out geological mapping such as mapping of outcrops. Another task to be carried out by the team would be to map out low lying areas which in turn will help in the future soil geochem planning.
Soil Sampling
Obtaining and storing a small amount of soil for visual inspection and laboratory testing for the determination of the soil unit geological provenance, characteristics and geotechnical engineering design parameters
Trenching
Trenching is going to be a major exploration technique on any property being explored by the Company. Trenches or pits may be dug by mechanical excavators as part of mineral exploration or mining permits. Trenches and pits may be dug when areas of earth containing minerals are shown to be present and need further testing. The trenching will be done in phases within the exploration campaign. Areas deemed as more prospective by virtue of the soil geochem results will be treated as high priority areas. Positive outcomes will warrant adjacent trenches to be opened along strike and that will be done when results are received from the laboratory.
Auger Drilling & Geophysical
In areas where trenching becomes a challenge, auger drilling would be the ideal approach to turn to. Such an approach is carefully followed through when there is a positive indication as to the continuation an anomaly. Geophysical surveys could also come in handy in confirming such scenarios but must be done with caution especially where there is limited geological evidence to prove such an occurrence. When there is great certainty of continuation of anomalous trends into alluvial terrains; such terrains will be auger drilled to verify the continuity of anomalies at depth.
Drilling
If the foregoing approach indicates noteworthy gold targets, coupled with the geophysics, the next 12 months and beyond such timestep will be to achieve long-term growthcomplete a preliminary drill program to evaluate the potential size and nature of the deposit (s) there is within the prospects.
Quality Assurance Quality Control (QAQC)
A good Quality Control Quality Assurance program will identify problems in the sampling and analyses stream so that they may be fixed as soon as possible. QAQC will be designed and implemented to accompany all datasets during the exploration program especially during the drilling phase. The objective of the QAQC implementation is largely to ensure general sample quality as well as guaranteed results at all stages of drilling. It is a best practice that every drill database be accompanied by a sound QAQC program as a stamp of authority at all times. To this end, there is a huge responsibility to the technical (geological) team to ensure that human errors are reduced to the barest minimal and that will pave way to be able to monitor the laboratory in an effective manner.
Operations in Ghana
Ghana is situated on the west coast of Africa, approximately 600 kilometers (“km”) north of the Equator on the Gulf of Guinea. Accra, the capital city of Ghana, is located almost exactly on the Prime Meridian. The former British colony changed its name from the Gold Coast to Ghana upon achieving independence on March 6, 1957. Ghana is now a republic with a population of approximately 28 million people and a democratically elected government. English remains the official and commercial language.
Ghana is the fastest growing economy in the world according to the World Bank’s Ease of Doing Business Report 2019. It also has one of the best judicial systems in the world measured by rule of law, World Justice Projects (WJP) Rule of Law Index 2017-2018. In 2015, Ghana ranked 6th in Africa on the World Bank’s Ease of Doing Business barometer. It’s ranked as the most stable political environment in West Africa, with the most competitive economy, backed by a government committed to policies that reduce the cost of doing business and promoting investor confidence. Growth potential can be seen through improved taxes in Ghana. Ghana cut its corporate tax rate in 2016 and 2017 and has a mineral royalty to a sliding scale based on gold prices, from a 5 percent flat rate.
The Ghanaian legal system is generally modelled after and based on the British common law. The laws of Ghana include the Constitution, national laws passed by Parliament (or under authority granted by Parliament) and the common law of Ghana. The common law of Ghana includes customary rules which apply to particular communities in Ghana and which may or may not be consistent with the Constitution or a specific national law.
Ghana is a mining friendly country with two mining colleges and a large workforce trained in the disciplines of geology, exploration methods and mining engineering.
The Company is of the view that any risks associated with its corporate structure and its foreign operations are minimal and can be effectively managed by the Company without undue burden or associated costs.
Rights in Ghana
The Constitution of Ghana vests title in every mineral in its natural state to the Government of Ghana. The exercise of any mineral right in the form of reconnaissance, exploration or exploitation of any mineral in Ghana requires an appropriate license or mineral right to be issued by the Government of Ghana acting through the Minister responsible for Lands and Natural Resources. The Minister responsible for Lands and Natural Resources administers, promotes and regulates Ghana’s mineral wealth through the Minerals Commission, a governmental organization designed in accordance with the Minerals Commission Act 1993 (Act 450) and the Minerals and Mining Act 2006 (“2006 Mining Act”).
Pursuant to the 2006 Mining Act, a number of regulations were passed in 2012 to clarify and implement provisions of the 2006 Mining Act. These regulations relate to matters such as licensing, local content, technical issues, mineral right holding costs, mine support services and payment of compensation to persons impacted by mining operations. Once a license or mineral right is issued to an entity by the Government of Ghana, Ghanaian mining laws prevent that license or mineral right from being transferred, assigned or mortgaged by the licensee or mineral right holder without the prior written approval of the Government of Ghana. The Ghana Minerals Commission is also required to maintain a public register of all applications, grants, variations, transfers, suspensions and cancellations of such licenses or mineral rights. Official searches may be conducted in the public register to obtain information regarding any license or mineral right granted by the Government of Ghana.
In order to confirm the Company’s title in its material mineral properties, the Company will, from time to time, obtain legal opinions from its local Ghanaian counsel regarding rights, title and interests in and to its material mineral properties.
Ghanaian law sets mineral royalties at a flat rate of 5% of mineral revenues.
Government Regulation
General
The Company’s activities are subject to extensive federal, state and local laws governing the protection of the environment, prospecting, development, production, taxes, labor standards, occupational health, mine safety, toxic substances and other matters. The costs to comply with such regulatory requirements are substantial and possible future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the development and continued operation of the Company’s properties, the extent of which cannot be predicted. In the context of environmental permitting, including the approval of reclamation plans, the Company must comply with known standards and regulations which may entail significant costs and delays. Although the Company has been recognized for its commitment to environmental responsibility and believes it is in substantial compliance with applicable laws and regulations, amendments to current laws and regulations, more stringent application or interpretation of these laws and regulations through judicial review, or administrative action or the adoption of new laws could have a material adverse effect upon the Company and its results of operations.
Environmental matters in Ghana, including those related to mining, fall primarily under the oversight of the Environmental Protection Agency (“EPA”), as well as the Minerals Commission and their Mines Inspectorate Division. The EPA has acts and regulations that govern, among other things, environmental and socioeconomic impact assessments and statements, environmental management plans, emissions to the environment, environmental auditing and review, and mine closure and reclamation, to which the Company’s operations are subject. Additional provisions governing mine environmental management are provided in the Minerals and Mining Act, 2006, and Minerals and Mining Regulations, 2012.
The Company’s future mining, processing, development, and mineral exploration activities will also subject to various laws governing prospecting, development, production, taxes, labor standards, occupational health and safety, land rights of local people and other matters. New rules and regulations may be enacted or existing rules and regulations may be modified and applied in a manner that could have an adverse effect on the Company’s financial position and results of operations.
Market, Customers, and Distribution Methods
Although there can be no assurance, large and well capitalized markets are readily available for all metals and precious metals throughout the world. A very sophisticated futures market for the pricing and delivery of future production also exists. The price for metals is affected by a number of global factors, including economic strength and resultant demand for metals for production, fluctuating supplies, mining activities and production by others in the industry, and new and or reduced uses for subject metals.
The mining industry is highly speculative and of a very high-risk nature. As such, mining activities involve a high degree of risk, which even a combination withof experience, knowledge and careful evaluation may not be able to overcome. Few mining projects actually become operating mines.
The mining industry is subject to a business rather than immediate, short-term earnings.number of factors, including intense industry competition, high susceptibility to economic conditions (such as price of metal, foreign currency exchange rates, and capital and operating costs), and political conditions (which could affect such things as import and export regulations, foreign ownership restrictions). Furthermore, the mining activities are subject to all hazards incidental to mineral exploration, development and production, as well as risk of damage from earthquakes, any of which could result in work stoppages, damage to or loss of property and equipment and possible environmental damage. Hazards such as unusual or unexpected geological formations and other conditions are also involved in mineral exploration and development.
Competition
The mineral exploration industry is highly competitive. We are a shellnew and exploration stage company which is moving forwardand have a weak competitive position in the industry. We compete with junior and senior mineral exploration companies, independent producers and institutional and individual investors who are actively seeking to acquire mineral exploration properties throughout the world together with the businessequipment, labor and materials required to operate on those properties. Competition for the acquisition of identifyingmineral exploration interests is intense with many mineral exploration leases or concessions available in a competitive bidding process in which we may lack the technological information or expertise available to other bidders.
Many of the mineral exploration companies with which we compete for financing and entering into a business combination with a privately held businessfor the acquisition of mineral exploration properties have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquiring mineral exploration interests of merit or company, domiciledon exploring or developing their mineral exploration properties. This advantage could enable our competitors to acquire mineral exploration properties of greater quality and operating in an emerging market that is seekinginterest to prospective investors who may choose to finance their additional exploration and development. Such competition could adversely impact our ability to attain the advantages of being a publicly held corporation whose stock is traded on the OTC market place. We will not restrictfinancing necessary for us to acquire further mineral exploration interests or explore and develop our potential candidate target companies to any specific business, industrycurrent or geographical location and, thus, may acquire any type of business.future mineral exploration properties.
We also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to invest in such companies. The presence of competing junior mineral exploration companies may consider a business which has recently commenced operations, is a developing companyimpact our ability to raise additional capital in needorder to fund our acquisition or exploration programs if investors perceive that investments in our competitors are more attractive based on the merit of additional fundstheir mineral exploration properties or the price of the investment opportunity. In addition, we compete with both junior and senior mineral exploration companies for expansion into new products or markets, is seekingavailable resources, including, but not limited to, develop a new product or service, or is an established business whichprofessional geologists, land specialists, engineers, camp staff, helicopters, float planes, mineral exploration supplies and drill rigs.
General competitive conditions may be experiencing financial substantially affected by various forms of energy legislation and/or operating difficultiesregulation introduced from time to time by the governments of Ghana, the United States and is in needother countries, as well as factors beyond our control, including international political conditions, overall levels of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading marketsupply and demand for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.mineral exploration.
In the next 12 months ifface of competition, we may not be successful in acquiring, exploring or developing profitable gold or mineral properties or interests, and we cannot give any assurance that suitable gold or mineral properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the gold or mineral industry by:
| ● | relying on the strength of our management’s contacts; and |
| ● | using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities. |
Legal Proceedings
None. From time to time, we are unablesubject to satisfy our cash requirements, our major shareholder has indicated that theyvarious legal proceedings, including lawsuits, which arise out of, and are willing to loan additional fundsincidental to, the Companyconduct of our business. We are not aware of any threatened or pending litigation.
Employees
Other than our officers and directors, we currently have no full-time employees.
Mine Safety Disclosures
No information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is required to coverbe disclosed herein because we are not the operator of any shortfalls, although there is no written agreement or guarantee.mine.
Intellectual Property
None.
Research and Development
We plan to raise funds through equity financing in the next 12 months. If we successfully raise the funds, it will be used forhave not incurred any research and development expenses since our operations and to invest in potential joint venture or acquisition.inception.
EmployeesCompany’s Common Stock
Our common stock trades on the OTC Pink Market Place under the symbol “GKIN.” On December 3, 2020, FINRA to declared effective our corporate action to change the Company’s OTC trading symbol from ISRN to GKIN and change our name to “Guskin Gold Corp.” from Inspired Builders, Inc. Trading under the new ticker symbol began at market opening December 4, 2020. No action is required from current shareholders in relation to the change in the trading symbol. The Company’s CUSIP will also change to 40330L100.
As
WHERE YOU CAN GET ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of November 1, 2017,the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other than our Chief Executive Officer, we have 0 employees.filings electronically on the SEC’s web site, www.sec.gov.
ITEM 1A.Item 1A. Risk Factors.RISK FACTORS
SmallerWe are a smaller reporting companiescompany as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information required byunder this item.
ItemITEM 1B. Unresolved Staff Comments.UNRESOLVED STAFF COMMENTS.
None.
Item 2. Properties.
On June 24, 2013, the Company entered into an agreement with a related party to purchase a parcel of undeveloped land in Duval County, Florida. The purchase price for the Duval property was $1,350,000, payable by the Company’s delivery of a $750,000 mortgage at 3%, which was due on June 24, 2014 and has been extended to June 24, 2015. The maturity date was further extended to June 24, 2016. The $600,000 balance of the purchase price was paid by approving the issuance to the seller of 100,000 shares of the Company’s common stock. The $0.001 par value per share was valued by the parties at $6.00 per share, based on the closing price of the stock on the date of the closing. The note is secured by a lien on the real estate. The Company became aware that there is a real estate tax lien for unpaid taxes at September 30, 2016 and September 30, 2015 of $23,715 and $11,961, respectively. On July 17, 2017, the Company assigned all interests in the property to a related party in exchange for an assumption of the mortgage principal and interest of $750,000 and $90,370 respectively, and the real estate taxes payable of $23,714.
Our principal executive office is now located at 8950 SW 74th Ct, Suite 2201, Miami, Florida 33156, and our telephone number is (786) 323-7900. We do not have a lease agreement for this property. This property is leased by our sole officer and director and he allows us to use the space to run the business at no cost to us.
Item 3. Legal Proceedings.ITEM 2.PROPERTIES.
We currently own no real property. We currently do not lease any physical office space. We receive mail at 2nd Brewery Link Box mp 2797, Momprobi-Accro, Ghana. Our mailing address in the US is that of our registered agent, at 50 West Liberty Street Suite 880, Reno, NV, 89501. We believe a digital office space will fit our current needs for the immediate future.
ITEM 3.LEGAL PROCEEDINGS.
We may from time to time become a party to various legal proceedings arising in the ordinary course of our business. We are currently not involved ina party to any pending legal proceeding that is not ordinary routine litigation that we believe could have a material adverse effect onincidental to our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company, threatened against or affecting our company, our common stock, or of our company’s officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.business.
ITEM 4.Item 4. Mine Safety Disclosures.MINE SAFETY DISCLOSURES.
Not applicable.
PART II
ItemITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Description of Securities
Our authorized capital stock consists of 250,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of Preferred Stock of which NIL have been designated.
Common Stock
Of the authorized common stock, 29,211,265 shares are outstanding as of immediately after the closing of the Share Exchange Agreement. The holders of our common stock are entitled to receive dividends from our funds legally available therefor only when, as and if declared by our Board, and are entitled to share ratably in all of our assets available for distribution to holders of our common stock upon the liquidation, dissolution or winding-up of our affairs. Holders of our common stock do not have any preemptive, subscription, redemption or conversion rights. Holders of our common stock are entitled to one vote per share on all matters which they are entitled to vote upon at meetings of stockholders or upon actions taken by written consent pursuant to Nevada corporate law. The holders of our common stock do not have cumulative voting rights, which mean that the holders of a plurality of the outstanding shares can elect all of our directors. All of the shares of our common stock currently issued and outstanding are fully- paid and nonassessable. No dividends have been paid to holders of our common stock since our incorporation, and no cash dividends are anticipated to be declared or paid in the reasonably foreseeable future.
Preferred Stock
There are no shares of Preferred Stock outstanding.
Stock Transfer agent
The stock transfer agent for our securities is Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Information
Our common stock commenced quotation on the OTC Bulletin BoardMarkets under the trading symbol “ISRB” on April 8, 2011. The OTC Bulletin BoardMarkets is generally considered to be a less active and efficient market than the NASDAQ Global Market, the NASDAQ Capital Market or any national exchange and will not provide investors with the liquidity that the NASDAQ Global Market, the NASDAQ Capital Market or a national exchange would offer. Since being listed on the OTCBBOTC Market in April 2011, our common stock has only had limited trading volume.volume, the last recorded trade of the Company’s stock was in September 2018. We currently trade on the OTC Pink with no information. At such time as the Company is current in its SEC filing the Company will apply to list on OTC Pink Current or OTCQB. The following chart is a summary of the quarterly trading history over the 12 months ended September 30, 2016Pink.
| | | Year Ended
September 30,
2016 | |
| | | High | | | Low | |
| First Quarter | | $ | 0.10 | | | $ | 0.04 | |
| Second Quarter | | $ | 0.06 | | | $ | 0.03 | |
| Third Quarter | | $ | 0.03 | | | $ | 0.03 | |
| Fourth Quarter | | $ | 0.03 | | | $ | 0.02 | |
As there is only a limited public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained. A stockholder in all likelihood, therefore, will not be able to resell his or her securities should he or he desire to do so when eligible for public resale. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. We have no plans, proposals, arrangements, or understandings with any person with regard to the development of a trading market in any of our securities.
Recent SalesMarket Price of Unregistered Securitiesand Dividends on Common Equity and Related Stockholder Matters
None.Our common stock trades on the OTC Pink Market Place under the symbol “GKIN.” On December 3, 2020, FINRA to declared effective our corporate action to change the Company’s OTC trading symbol from ISRN to GKIN and change our name to “Guskin Gold Corp.” from Inspired Builders, Inc. Trading under the new ticker symbol began at market opening December 4, 2020. No action is required from current shareholders in relation to the change in the trading symbol. The Company’s CUSIP will also change to 40330L100.
In the past 2 years, our stock has not had any trades. The last reported trade was September 14, 2018 at $0.18 per share.
Trades in our common stock may be subject to Rule 15g-9 of the Exchange Act, which imposes requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction before the sale.
HoldersPenny Stock Considerations
Our shares likely will be “penny stocks” as that term is generally defined in the Exchange Act and the rules and regulations promulgated thereunder to mean equity securities with a price of less than $5.00. Our shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.
Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale. Generally, an individual with a net worth in excess of $1,000,000 or an income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:
| ● | Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt; |
| ● | Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; |
| ● | Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; and |
| ● | Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account. |
Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our Common Stock, which may affect the ability of Selling Stockholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our stockholders will, in all likelihood, find it difficult to sell their securities.
Stockholders
As of November 1, 2017,the date of this Annual Report, we had approximately 2725 holders of record holders.
of our Common Stock.
Dividends
NoWe have not declared any cash dividends were declared on our common stock in the year ended September 30, 2016, no cashCommon Stock since our inception and do not anticipate paying such dividends have been declared since such time and it is anticipated that cash dividends will not be declared on our common stock in the foreseeable future. Our dividend policy is subjectAny decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the discretionBoard of our board of directors and depends upon a number of factors, including operating results, financial condition and general business conditions. Holders of common stock are entitled to receive dividends as, if and when declared by our board of directors out of funds legally available therefor. We may pay cash dividends if net income available to stockholders fully funds the proposed dividends, and the expected rate of earnings retention is consistent with capital needs, asset quality and overall financial condition.Directors deems relevant.
Securities Authorized for Issuance under Equity CompensationStock Incentive Plan
None.We do not have a stock incentive plan.
Recent Sales of unregistered Equity Securities
On September 22, 2020, in connection with the closing of the Share Exchange Agreement with Guskin Gold Corporation, the Company issued an aggregate of Twenty-Eight Million Two Hundred Thousand (28,200,000) restricted common stock shares.
The issuances of the above securities were exempt from registration under the Securities Act of 1933, as amended (Securities Act), in reliance upon Section 4(2) of the Securities Act, or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon one of the following exemptions:
(a)The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an “Investor”) confirmed to the Company that it or he is an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
ItemITEM 6. Selected Financial Data.SELECTED FINANCIAL DATA.
SmallerWe are a smaller reporting companiescompany as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information required byunder this item.
ITEM 7.Item 7. Management’s Discussion and Analysis of Financial Conditions and Results Of Operations.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS.
The following planThis discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of operation provides information which management believes is relevantthe Company for the period May 28, 2020 (inception) to an assessment and understanding of our results of operations and financial condition.September 30, 2020. The discussion and analysis that follows should be read alongtogether with our consolidated financial statements and the notes thereto. Thisto the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Except for historical information, the matters discussed in this section includes a number of forward-lookingare forward looking statements that reflect our current views with respect to future eventsinvolve risks and financial performance. Forward-looking statementsuncertainties and are often identified by words like believe, expect, estimate, anticipate, intend, projectbased upon judgments concerning various factors that are beyond the Company’s control. Consequently, and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. Thesebecause forward-looking statements are inherently subject to certain risks and uncertainties, that could causethe actual results toand outcomes may differ materially from our predictions.the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report.
Plan of OperationsOverview
On September 22, 2020, Inspired Builders, Inc., a Nevada corporation (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Guskin Gold Corporation, was previously located in Boston, Massachusetts. On January 13, 2012, pursuanta Nevada limited liability company (“GGC”), and the controlling stockholders of GGC (the “GGC Shareholders”). Pursuant to the changeShare Exchange Agreement, the Company acquired One Hundred Percent (100%) the issued and outstanding equity interest of control transaction,GGC from the GGC Shareholders (the “GGC Shares”) and in exchange the Company issued to GGC an aggregate of Twenty-Eight Million Two Hundred Thousand (28,200,000) shares of restricted common stock of the Company.
As a result of the acquisition, we relocated to Santa Monica, California. Untilacquired all of the business operations and will continue the existing business operations of GGC as a wholly-owned subsidiary of our publicly-traded company.
As the result of this acquisition and the change of control transaction, we focused on repairingin business and providing home improvements for the homeowners. Until August 15, 2017operations of the Company, was focused on acquiring, investing in, developinga discussion of the past financial results of the Company is not pertinent, and managing real estate properties and related investments. On August 15, 2017, pursuantunder applicable accounting principles the historical financial results of GGC, the accounting acquirer, prior to another change in control transaction, we relocated to Miami, Florida and ceased all operationsthe acquisition are considered the historical financial results of the Company.
The Company’s fiscal year end is September 30.
In March 2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a real estate company.
Our principal business objective forpandemic, and it continues to spread throughout the next 12 monthsUnited States and beyondthe rest of the world with different geographical locations impacted more than others. The outbreak of COVID-19 and public and private sector measures to reduce its transmission, such time will beas the imposition of social distancing and orders to achieve long-term growth potential throughwork-from-home, stay-at-home and shelter-in-place, have had a combination with a business rather than immediate, short-term earnings. We are a shell company which is moving forward with the business of identifying and enteringminimal impact on our day to day operations. However, this could impact our efforts to enter into a business combination with a privately held businessas other businesses have had to adjust, reduce or company, domiciled andsuspend their operating in an emerging market that is seekingactivities. The extent of the advantages of being a publicly held corporation whose stock is tradedimpact will vary depending on the OTC market place. We will not restrict our potential candidate target companiesduration and severity of the economic and operational impacts of COVID-19. The Company is unable to any specific business, industry or geographical location and, thus, may acquire any type of business.predict the ultimate impact at this time.
We may consider a business which has recently commencedThe following discussion highlights GGC’s results of operations is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencingand the principal factors that have affected its financial or operating difficultiescondition as well as its liquidity and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
In the next 12 months if we are unable to satisfy our cash requirements, our sole officer and director has indicated that he is willing to loan additional funds to the Company to cover any shortfalls, although there is no written agreement or guarantee of such actions.
Limited Operating History
We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources for the periods described and possible rejectionprovides information that management believes is relevant for an assessment and understanding of our business model and/or sales methods.the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on the Company’s audited consolidated financial statements contained in this report, which were prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such consolidated financial statements and the related notes thereto.
Results of Operations
Comparison ofFor the year endedperiod from May 28, 2020 (inception) to September 30, 2016 and 20152020.
For the fiscal year endedperiod from May 28, 2020 (inception) to September 30, 2016,2020, we had revenuesincurred operating expenses of $0, as compared$68,144. The operating expenses were attributable to $0 inaccounting, legal and consulting fees related to the samereverse merger.
Net Loss
For the period in 2015. Operating expenses for the year endedfrom May 28, 2020 (inception) to September 30, 2016 totaled $139,520 resulting in2020 we incurred a net loss from operations of $213,818, as compared to operating expenses of $212,525 and a$71,150. The net loss from operationsis attributable to accounting, legal and consulting fees related to the reverse merger as well as amortization of $284,587 for the year ended September 30, 2015. Expenses for the year ended September 30, 2016 consisteddebt discount of $139,520 in general and administrative expenses, as compared to $212,525 of general administrative expenses for the same period in 2015 and $74,298 in interest expense for the year ended September 30, 2016 and $72,062 in interest expense for the same period in 2015.$2,614.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. We have been funding our operations through the sale of our common stock.
As of September 30, 20162020, we have $13,767 in current assets and $2,231,316 in current liabilities. We had $13,767 in cash and our net revenues were not sufficient to fund our operating expenses and we had a cash balance of $0. As set forth in our business section we are currently pursuing merger opportunities and we will rely on our sole officer and director to fund business operations until we find a suitable acquisition candidate.working capital deficit was $2,217,549.
Critical Accounting Policies and EstimatesCash Flows:
| | | For the period
May 28, 2020 to
September 30, | |
| | | 2020 | |
| Cash Flows Used in Operating Activities | | $ | (37,127 | ) |
| Cash Flows Provided by Investing Activities | | | 27,500 | |
| Cash Flows Provided by Financing Activities | | | 23,394 | |
| Net increase in cash | | $ | 13,767 | |
While
Cash Flows Used in Operating Activities
We used $37,127 of cash in our significant accounting policiesoperating activities. These are more fully described in Note 2attributable to our financial statementsnet loss adjusted by the non-cash items of $28,200 for the year ended September 30, 2016, we believe that the following accounting policies are the most critical to aid youfair value of shares issued for services and $2,614 for amortization of debt discount. This was also offset by $3,220 of increase in fully understandingaccounts payable and evaluating this management discussion and analysis.accrued interest.
OurCash Flows Provided by Investing Activities
We received $27,500 of cash under the reverse merger.
Cash Flows Provided by Financing Activities
We received $23,394 from the issuances of loans payable from related parties totaling $15,894 and a note payable from an unrelated party in the amount of $7,500.
Going Concern and Management’s Liquidity Plans
As reflected in the accompanying consolidated financial statements, the Company has a net loss of $71,150 for the period from May 28, 2020 (inception) to September 30, 2020. In addition, the Company has an accumulated deficit of $71,150 and a working capital deficit of $2,217,549 as of September 30, 2020.
The accompanying consolidated financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding. While management of the Company believes that it will be successful in accordance with accounting principles generally acceptedits capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the United Statesdevelopment and commercialization of America.the products it develops or initiates collaboration agreements thereon. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. The preparation of theseaccompanying consolidated financial statements requires usdo not include any adjustments to make estimatesreflect the possible future effects on the recoverability and judgments that affect the reported amountsclassification of assets liabilities, revenuesor the amounts and expenses, and related disclosureclassification of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes, and the valuation of real estate and equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparentmay result from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparationpossible inability of the financial statements.Company to continue as a going concern.
The COVID-19 pandemic could have an impact on our ability to obtain financing to fund the operations. Revenue recognitionThe Company is unable to predict the ultimate impact at this time.
We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. For all revenue sources discussed below, in accordance with ASC 605-45 “Principal Agent Considerations”, we recognize revenue net of amounts retained by third party entities pursuant to revenue sharing agreements. Our specific revenue recognition policies are as follows:
We recognize revenue from the acceptance of a home remodeling contract and the signing of the contract when the project is completed and collection is reasonably assured.
Stock-based compensation
We account for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. There were no options outstanding as of September 30, 2016. We account for non-employee share-based awards in accordance with ASC Topic 505-50.
Recent Accounting Pronouncements
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 the Company’s present or future financial statements.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles of the United States (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 financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.
We believe the following is among the most critical accounting policies that impact or consolidated financial statement. We suggest that our significant accounting policies, as described in our consolidated financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
ITEM 7A.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
SmallerNot applicable.
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements annexed to this Form 10-K for the period from May 28, 2020 (inception) to September 30, 2020 begin on page F-1 and have been audited by our independent accountants, Liggett & Webb. P.A.
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, our Chief executive officer and Chief financial officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our Chief Executive Officer has concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’s rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of the Company’s Chief Executive Officer, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting 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.
Our management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting at September 30, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as of September 30, 2020, our internal control over financial reporting was not effective.
Our internal controls are not effective for the following reasons: (i) due to the size of the Company and available resources, there are limited personnel to assist with the accounting and financial reporting function, which results in a lack of segregation of duties. and, (ii) the Company does not have an audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.
In order to mitigate the foregoing material weakness, we have engaged an outside accounting consultant with significant experience in the preparation of financial statements in conformity with GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity with GAAP. We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.
We would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will continue to reassess this matter to determine whether improvement in segregation of duty is feasible. In addition, we would need to expand our board to include independent members.
Going forward, we intend to evaluate our processes and procedures and, where practicable and resources permit, implement changes in order to have more effective controls over financial reporting.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting in the fiscal year ended September 30, 2020, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.OTHER INFORMATION.
None
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Identification of Directors and Executive Officers and Term of Office
The following table sets forth the names and ages of our current directors and executive officers and those of our wholly owned direct subsidiary and indirect wholly owned subsidiaries. Our Board of Directors appoints our executive officers. Each director of the Company serves for a term of one year or until the successor is elected at the Company’s annual shareholders’ meeting and is qualified, subject to removal by the Company’s shareholders. Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until the successor is elected at the annual meeting of the Board of Directors and is qualified. There are no family relationships among our directors or executive officers. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.
| Name and Address of Beneficial Owner Directors and Officers: | | AGE | | Position | | Date of Appointment |
| Naana Asante | | 44 | | CEO and Director | | September 22, 2020 (1) |
| Edward Somuah | | 31 | | CFO, President, Secretary, Treasurer and Director | | April 30, 2020 (2) |
| (1) | On September 22, 2020, pursuant to the terms and conditions of the Share Exchange Agreement, the Board of Directors (the “Board”) of the Company held a Special Board of Directors Meeting whereby they appointed Mrs. Naana Asante to the serve as member of the Company’s Board of Directors and as the Company’s Chief Executive Officer. |
| (2) | On April 30, 2020, Mr. Edward Somuah, age 31, was appointed to serve as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and member of the Board of Directors. Effective September 22, 2020, Edward Somuah, the Company’s current sole officer and director, tended his resignation as Chief Executive Officer of the Company. |
Information about our Executive Officers
The business experience during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:
Naana Asante – Mrs. Asante, has been actively pursuing business opportunities in Ghana’s mineral and precious metal commodifies industry over the past five years. Most notably, she has traveled to Ghana on four separate occasions over the past twelve months to develop and formalize her private exploration and mining interests. She has met with over 50 individuals and companies active in the exploration, mining, refinement, and import/export business, including by example Gold Coast Mining, PMMC, Blaze Metals and U Green Enterprise, a company associated with Mr. Somuah. Mrs. Asante has a considerable network in Ghana’s finance, banking, government, and import/export sectors, in addition to many personal relationships with landowners of high-value, exploration targets in some of Ghana’s most prominent gold-bearing areas.
A Ghana native, Mrs. Asante grew up and went to college in Ghana, majoring in marketing, and immigrated to the United States in 1999. Mrs. Asante is a professional businesswoman who has owned her own businesses in the USA and Ghana, and practiced residential and commercial real estate in San Jose, CA for the past 2 years.
Edward Somuah - Mr. Edward Kofi Somuah is an entrepreneur and co-founder of several private companies. Mr. Somuah is an active investor and African business start-up advocate for international businesses in Africa and with core discipline focuses in mining, finance, real estate, construction, logistics management
Mr. Somuah has been a founder and/or director in 5 companies over the last ten years including Coreplay Logistics, Permanent Supply Group, MasterLine, and Awacon Construction.A passionate business activist for Ghana, Mr. Somuah has led business management and strategies to win major private and public contracts including the Seblemi Housing Project, a 1,500 unit affordable housing program in Ghana, and with industry leaders including United Steel, Fabrimetals, Ofori, and Fredcons.
Mr. Somuah graduated from the University of Ghana, honored the National Services tradition as a Teaching Assistant, and then began his successful business career in mining, real estate, construction, and import/export logistics.
Term of Office
Each director of the Company serves for a term of one year and until his successor is elected and qualified at the next Annual Shareholders’ Meeting, or until his death, resignation or removal. Each officer of the Company serves for a term of one year and until his successor is elected and qualified at a meeting of the Board of Directors.
Significant Employees
While the Company has engaged various consultants, other than management, we currently have no significant employees.
Involvement in Certain Legal Proceedings
During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:
| (1) | A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; |
| (2) | Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| (3) | Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: |
| i. | Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; |
| ii. | Engaging in any type of business practice; or |
| iii. | Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; |
| (4) | Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; |
| (5) | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| (6) | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| (7) | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
| i. | Any Federal or State securities or commodities law or regulation; or |
| ii. | Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or |
| iii. | Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| (8) | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Code of Ethics
We have not adopted a code of ethics that applies to our principal executive officer and principal financial officer. We intend to adopt a Code of Ethics as we develop our business.
Committees of the Board of Directors
The Company does not presently have a separately designated standing audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. The functions of those committees are undertaken by our Board of Directors
Audit Committee
The Company has not established a separately designated standing audit committee. However, the Company intends to establish a new audit committee of the Board of Directors that shall consist of independent directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee shall at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Since inception, we have not had a class of equity securities registered under the Securities Exchange Act of 1934, as amended. Hence, compliance with Section 16(a) thereof by our officers and directors was not required.
Risk Oversight
Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.
In lieu of an Audit Committee, the Company’s Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company’s internal accounting controls, practices and policies.
ITEM 11.EXECUTIVE COMPENSATION.
The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officer received total annual salary and bonus compensation in excess of $100,000.
SUMMARY COMPENSATION TABLE(1)
| Name and Principal Position | | Fiscal
Year | | Salary ($) | | All Other
Compensation ($)(2) | | Total ($) |
Naana Asante(3) CEO & Director | | 2020 | | NIL | | NIL | | NIL |
| | 2019 | | - | | - | | - |
| | 2018 | | - | | - | | - |
Edward Somuah(4) Former CEO Current CFO, Secretary & Director | | 2020 | | NIL | | NIL | | NIL |
| | 2019 | | - | | - | | - |
| | 2018 | | - | | - | | - |
David Lazar(5) Former CEO, CFO, Secretary & Director | | 2020 | | NIL | | NIL | | NIL |
| | 2019 | | - | | - | | - |
| | 2018 | | - | | - | | - |
Kai Ming Zhao(6) Former Sole-Officer & Director | | 2020 | | NIL | | NIL | | NIL |
| | 2019 | | NIL | | NIL | | NIL |
| | 2018 | | NIL | | NIL | | NIL |
Scott Silverman(7) Former Sole-Officer & Director | | 2020 | | - | | - | | - |
| | 2019 | | - | | - | | - |
| | 2018 | | - | | $90,000 | | $90,000 |
| 1. | We have omitted certain columns in the summary compensation table pursuant to Item 402(a)(5) of Regulation S-K as no compensation was awarded to, earned by, or paid to any of the executive officers or directors required to be reported in that table or column in any fiscal year covered by that table. |
| 2. | The “All Other Compensation” column is used to disclose the aggregate amount of all compensation that the Company could not properly report in any other column of the Summary Compensation Table (with a limited exceptions). |
| 3. | Ms. Naana Asante was appointed as the CEO and Director of the Company as of September 22, 2020. |
| 4. | Mr. Edward Somuah was originally appointed as the sole-officer and director of the Company on April 30, 2020. As a result of the Share Exchange Agreement, on September 22, 2020, Mr. Somuah resigned from the position of Chief Executive Officer, however he remains as the Company’s, Chief Financial Officer, Secretary and as a member of the Company’s Board of Directors. |
| 5. | Mr. David Lazar was appointed as the Company’s sole-officer and director on January 28, 2020, he resigned from all positions held with the Company as of April 30, 2020. |
| 6. | Mr. Kia Ming Zhao was appointed as the Company’s sole-officer and director on February 15, 2018, he resigned from all positions held with the Company as of January 28, 2020 |
| 7. | Mr. Scott Silverman was appointed as the Company’s sole-officer and director on August 15, 2017, he resigned from all positions held with the Company as of February 15, 2018. |
Option Grants
We have not granted any options or stock appreciation rights to our named executive officers or directors since inception. We do not have any stock option plans.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
Compensation Committee
We do not currently have a compensation committee of the board of directors or a committee performing similar functions. The board of directors as a whole participates in the consideration of executive officer and director compensation.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTANDRELATED STOCKHOLDER MATTERS.
The following table sets forth certain information as of January 7, 2021, with respect to the beneficial ownership of our common stock for (i) each director and officer, (ii) all of our directors and officers as a group, and (iii) each person known to us to own beneficially five percent (5%) or more of the outstanding shares of our common stock. As of September 30, 2020 and January 7, 2021 there were 29,211,265 shares of common stock outstanding.
| Name and Address of Beneficial Owner | | Amount and
Nature of
Beneficial
Ownership | | | Percentage of
Class%(7) | |
Naana Asante, CEO and Director(1) 2nd Brewery Link Box mp 2797 Momprobi-Accro, Ghana | | | 15,000,000 | | | | 51.35 | % |
Edward Somuah, CFO, President and Director (2) 2nd Brewery Link Box mp 2797 Momprobi-Accro, Ghana | | | 956,440 | | | | 3.27 | % |
| All Directors and Executive Officers as a Group | | | 15,956,440 | | | | 54.62 | % |
| 5%+ Shareholders | | | | | | | | |
Akwasi Bonsu(3) 2nd Brewery street, MP box 2797 Mamprobi-Accra Ghana | | | 3,250,000 | | | | 11.13 | % |
Diego Manfredi(4)
Fracc Selvanova M 7 L20
Calle Areno, No Ext Depto 703-1
Condominio Coto 7 CP 77723
Zona Urbana B, Solidaridad | | | 3,250,000 | | | | 11.13 | % |
Participator Ventures, Inc.(5) 1 King West, Suite 2209 Toronto, Ontario, M5H 1A1 Canada | | | 3,000,000 | | | | 10.27 | % |
Confederate Capital LLC(6)
401 Ryland street. STE 200-A
Reno NV 89502 | | | 3,500,000 | | | | 11.98 | % |
| (1) | Naana Asante is the Company’s current CEO and member of the Company’s Board of Directors, she received the shares a part of the Share Exchange Agreement between the Company and Guskin Gold Corporation of which she was a former shareholder. |
| (2) | Edward Somuah is the current Chief Financial Officer, Secretary, Treasurer and Member of the Board of the Company; his beneficial ownership includes 956,440 shares of common stock indirectly owned by U Green Enterprises; U Green Enterprises is a Ghana corporation. Mr. Somuah has voting and dispositive control over U Green Enterprises. |
| (3) | Akwasi Bonsu received the shares a part of the Share Exchange Agreement between the Company and Guskin Gold Corporation of which he was a former shareholder. Mr. Bonsu is associated with UGreen Company Ltd., a company having loans payable owed to them by Guskin Gold Corporation. |
| (4) | Diego Manfredi received the shares a part of the Share Exchange Agreement between the Company and Guskin Gold Corporation of which he was a former shareholder. |
| (5) | Participator Ventures, Inc. received the shares a part of the Share Exchange Agreement between the Company and Guskin Gold Corporation of which it was a former shareholder. Andrew Jenkins, has voting and dispositive control over these shares as he is a director of Participator Ventures, Inc. |
| (6) | Confederate Capital LLC received the shares a part of the Share Exchange Agreement between the Company and Guskin Gold Corporation of which it was a former shareholder. Kevin Wright has voting and dispositive control over these shares as he is the sole-officer and director of Confederate Capital LLC. |
| (7) | Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on January 7, 2021. |
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE.
Related Party Transactions
Ms. Naana Asante and Mr. Edward Somuah are related, Mr. Somuah is Ms. Asante’s nephew. Although they are “related parties”, the Company believes that the collective interest, in moving the Company forward with its current plan of operations, are aligned between them as to not cause any past, present or future conflict of interest between themselves or with the Company’s shareholders. All transaction as of the date of this Report are deemed arm’s length between the parties.
On June 1, 2020, the Company entered into a loan agreement with Naana Asante, our Chief Executive Officer, in the amount of $1,630 for expenses paid for on behalf of the company. On June 18, 2020, the Company received an additional $4,500 from Naana Asante for expenses paid on behalf of the Company. During the period July 1 through September 30, 2020, the company received an additional $354. The unsecured loans mature on June 1, 2021 and bears an interest rate of 2.5%. As of September 30, 2020, the Company recorded accrued interest expenses of $48.
On June 1, 2020, the Company entered into a loan agreement with an entity controlled by a shareholder in the amount of $3,500 for consulting fees paid for on behalf of the Company. On June 26, 2020, the Company received an additional $5,910 for expenses on behalf of the Company The unsecured loans mature one year from the date of the loan and bears an interest rate of 2.5%. As of September 30, 2020, the Company recorded accrued interest expenses of $78.
On September 22, 2020, the Company assumed, as part of the reverse merger and share exchange agreement a related party loan payable dated April 30, 2020, owed to U Green Enterprise, a Ghana corporation controlled by our Chief Financial Officer. As of September 30, 2020, the Company had a loan payable of $14,496 owed to U Green Enterprises. The loan payable is non-interest bearing and due on demand.
Other than the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its common stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past two fiscal years, or in any proposed transaction, which has materially affected or will affect the Company.
With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:
| ● | Disclosing such transactions in reports where required; |
| | |
| ● | Disclosing in any and all filings with the SEC, where required; |
| ● | Obtaining disinterested directors’ consent; and, |
| ● | Obtaining shareholder consent where required. |
Director Independence
For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of the Company’s Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Director” means a person other than an Executive Officer or employee or any other individual having a relationship, which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
According to the NASDAQ definition, we have no independent directors.
Review, Approval or Ratification of Transactions with Related Persons
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information required byunder this item.
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES.
The following table shows the fees paid or accrued by us for the audit and other services provided by Liggett & Webb, for the fiscal periods shown.
| | | For the years ended | |
| | | September 30,
2020 | | | September 30,
2019 | |
| Audit Fees | | $ | 20,000 | | | $ | 14,000 | |
| Audit Related Fees | | | 7,875 | | | | - | |
| Tax Fees | | | - | | | | - | |
| All Other Fees | | | - | | | | - | |
| Total | | $ | 27,875 | | | $ | 14,000 | |
Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by the above auditors in connection with statutory and regulatory fillings or engagements.
Audit-Related Fees are fees for assurance and related services by the principal accountant that are traditionally performed by the principal accountant and which are reasonably related to the performance of the audit or review of the registrant’s financial statements and fees attributed to the audit of Guskin Gold Corporation, our wholly owned subsidiary.
In the absence of a formal audit committee, the full Board of Directors pre-approves all audit and non-audit services to be performed by the independent registered public accounting firm in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. The Board of Directors pre-approved 100% of the audit, audit-related and tax services performed by the independent registered public accounting firm for the fiscal period from May 28, 2020 (inception) to September 30, 2020. The percentage of hours expended on the principal accountant’s engagement to audit the Company’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.
PART IV
ITEM 15.Item 8. Financial Statements and Supplementary Data.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as part of this Annual Report:
 | (a) | Consolidated Financial Statements: |
The following exhibits are included with this report.
| * | Filed Herewith. Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Guskin Gold Corp. |
| |
| Date: January 8, 2021 | By: | /s/ Naana Asante |
| Name: | Naana Asante |
| Title: | Chief (Principal) Executive Officer |
| |
| Date: January 8, 2021 | By: | /s/ Edward Somuah |
| Name: | Edward Somuah |
| Title: | Chief Financial Officer (Principal Accounting Officer) |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Guskin Gold Corp. |
| |
| Date: January 8, 2021 | By: | /s/ Naana Asante |
| Name: | Naana Asante |
| Title: | Chief (Principal) Executive Officer and Director |
| |
| Date: January 8, 2021 | By: | /s/ Edward Somuah |
| Name: | Edward Somuah |
| Title: | Chief Financial Officer (Principal Accounting Officer) and Director |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors ofand Stockholders of:
Guskin Gold Corporation (formerly known as Inspired Builders, Inc.Inc)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheetssheet of Guskin Gold Corporation and Subsidiary (formerly known as Inspired Builders, Inc.Inc) (the “Company”) as of September 30, 2016 and 2015,2020, and the related consolidated statement of operations, statement of stockholders’ deficit, and cash flows for the two years then ended. Theseperiod from May 28, 2020 (inception) to September 30, 2020 and the related notes (collectively referred to as the consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)statements). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Inspired Builders, Inc.the Company as of September 30, 2016 and 20152020, and the results of its operations and its cash flows for the two years then ended,period from May 28, 2020 (inception) to September 30, 2020 in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 34 in the consolidated financial statements, the Company has a net loss, of $213,818, an accumulated deficit of $1,239,670 and a negative cash flow from operations of $3,447.working capital deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3.4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Liggett & Webb, P.A.
LiggettLIGGETT & Webb,WEBB, P.A.
Certified Public Accountants
We have served as the Company’s auditor since 2014
Boynton Beach, Florida
October 31, 2017January 8, 2021
INSPIRED BUILDER, INC
BALANCE SHEETS
| | | September 30, | |
| | | 2016 | | | 2015 | |
| | | | | | |
| ASSETS | | | | | | |
| | | | | | | |
| ASSETS | | | | | | |
| | | | | | | |
| Current Assets: | | | | | | |
| Cash | | $ | - | | | $ | 244 | |
| Total current assets | | | - | | | | 244 | |
| | | | | | | | | |
| Real estate | | | 307,504 | | | | 307,504 | |
| | | | | | | | | |
| Total assets | | $ | 307,504 | | | $ | 307,748 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | |
| | | | | | | | | |
| Current Liabilities: | | | | | | | | |
| Accounts payable and accrued expenses | | $ | 355,561 | | | $ | 265,190 | |
| Accrued salary | | | 270,000 | | | | 150,000 | |
| Due to related party | | | 2,453 | | | | 2,453 | |
| Mortgage payable | | | 750,000 | | | | 750,000 | |
| Notes Payable - related party | | | 577,453 | | | | 577,453 | |
| Total current liabilities | | | 1,955,467 | | | | 1,745,096 | |
| Long Term Liabilities | | | | | | | | |
| Convertible note payable - related party | | | 10,000 | | | | 10,000 | |
| Total Long Term Liabilities | | | 10,000 | | | | 10,000 | |
| Total Liabilities | | | 1,965,467 | | | | 1,755,096 | |
Commitments and Contingencies See Note 8) | | | | | | | | |
| | | | | | | | | |
| Stockholders’ deficit: | | | | | | | | |
| Preferred Stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding | | | - | | | | - | |
| Common stock, $0.001 par value, 50,000,000 shares authorized, 11,125,000 and 11,025,000 shares issued and outstanding, respectively | | | 11,125 | | | | 11,125 | |
| Additional paid in capital | | | (429,418 | ) | | | (432,621 | ) |
| Accumulated deficit | | | (1,239,670 | ) | | | (1,025,852 | ) |
| Total Stockholders’ deficit | | | (1,657,963 | ) | | | (1,447,348 | ) |
| | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | | $ | 307,504 | | | $ | 307,748 | |
SeeGUSKIN GOLD CORPORATION
FKA INSPIRED BUILDERS, INC.
CONSOLIDATED BALANCE SHEET
| | | September 30,
2020 | |
| ASSETS | | | |
| CURRENT ASSETS: | | | |
| Cash | | $ | 13,767 | |
| TOTAL ASSETS | | $ | 13,767 | |
| | | | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | |
| CURRENT LIABILITIES: | | | | |
| Accounts payable and Accrued Expenses | | $ | 22,549 | |
| Loan payable - related party | | | 30,390 | |
| Convertible notes payable (net of unamortized discount) | | | 45,764 | |
| Notes payable | | | 7,500 | |
| Derivative liability | | | 2,125,113 | |
| TOTAL LIABILITIES | | | 2,231,316 | |
| | | | | |
| Commitments and Contingencies (See Note 11) | | | - | |
| | | | | |
| STOCKHOLDERS’ DEFICIT: | | | | |
| Preferred stock, par value $0.001 per share; 5,000,000 shares authorized; none shares issued and outstanding at September 30, 2020 | | | - | |
| Common stock, par value $0.001 per share; 250,000,000 shares authorized; 29,211,265 shares issued and outstanding at September 30, 2020 | | | 29,211 | |
| Capital deficiency | | | (2,175,610 | ) |
| Accumulated deficit | | | (71,150 | ) |
| TOTAL STOCKHOLDERS’ DEFICIT | | | (2,217,549 | ) |
| | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | | $ | 13,767 | |
The accompanying notes toare an integral part of these consolidated financial statements.
GUSKIN GOLD CORPORATION
FKA INSPIRED BUILDERS, INC.
STATEMENTSCONSOLIDATED STATEMENT OF OPERATIONS
| | | For the Years Ended
September 30, | |
| | | 2016 | | | 2015 | |
| | | | | | | |
| OPERATING EXPENSES | | | | | | |
| General and administrative | | $ | 139,520 | | | $ | 212,525 | |
| Total operating expenses | | | 139,520 | | | | 212,525 | |
| | | | | | | | | |
| LOSS BEFORE PROVISION FOR INCOME TAXES | | | (139,520 | ) | | | (212,525 | ) |
| | | | | | | | | |
| Other expenses | | | | | | | | |
| Interest expense | | | 74,298 | | | | 72,062 | |
| | | | | | | | | |
| Net Loss before provision for income taxes | | | (213,818 | ) | | | (284,587 | ) |
| | | | | | | | | |
| Provision for income taxes | | | - | | | | - | |
| | | | | | | | | |
| NET LOSS | | $ | (213,818 | ) | | $ | (284,587 | ) |
| | | | | | | | | |
| Net loss per share - basic and diluted | | $ | (0.02 | ) | | $ | (0.03 | ) |
| | | | | | | | | |
| Weighted average number of shares outstanding during the period - basic and diluted | | | 11,125,000 | | | | 11,125,000 | |
| | | For the period from
May 28, 2020
(inception) to
September 30,
2020 | |
| Operating expenses | | | | |
| Professional fees | | $ | 66,078 | |
| General and Administrative expenses | | | 2,066 | |
| Total operating expenses | | | 68,144 | |
| | | | | |
| Loss from operations | | | (68,144 | ) |
| | | | | |
| Other Income (Expenses) | | | | |
| Change in fair value of derivative | | | 12 | |
| Interest expense | | | (3,018 | ) |
| Total other expenses | | | (3,006 | ) |
| | | | | |
| Provision of income taxes | | | - | |
| | | | | |
| Net loss | | $ | (71,150 | ) |
| | | | | |
| Net loss per common share – basic and diluted | | $ | (0.00 | ) |
| | | | | |
| Weighted average common shares outstanding – basic and diluted | | | 28,964,615 | |
SeeThe accompanying notes toare an integral part of these consolidated financial statements.
GUSKIN GOLD CORPORATION
FKA INSPIRED BUILDERS, INCINC.
STATEMENTSCONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
MAY 28, 2020 (INCEPTION) TO SEPTEMBER 30, 2020
| | | Common Stock:
Shares | | | Common Stock:
Par Value | | | Capital
Deficiency | | | Accumulated
Deficit | | | Total | |
| Balance – May 28, 2020 (inception) | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | |
| Common stock issued to founder | | | 15,000,000 | | | | 15,000 | | | | - | | | | - | | | | 15,000 | |
| | | | | | | | | | | | | | | | | | | | | |
| Common stock issued for services | | | 13,200,000 | | | | 13,200 | | | | - | | | | - | | | | 13,200 | |
| | | | | | | | | | | | | | | | | | | | | |
| Share exchange and reverse merger | | | 1,011,265 | | | | 1,011 | | | | (2,175,610 | ) | | | - | | | | (2,174,599 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss | | | - | | | | - | | | | - | | | | (71,150 | ) | | | (71,150 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Balance – September 30, 2020 | | | 29,211,265 | | | $ | 29,211 | | | $ | (2,175,610 | ) | | $ | (71,150 | ) | | $ | (2,217,549 | ) |
The accompanying notes are an integral part of these consolidated financial statements.
GUSKIN GOLD CORPORATION
FKA INSPIRED BUILDERS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MAY 28, 2020
| | | For the Years Ended
September 30, | |
| | | 2016 | | | 2015 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | |
| Net loss | | $ | (213,818 | ) | | $ | (284,587 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
| Changes in operating assets and liabilities: | | | | | | | | |
| Increase in accounts payable and accrued interest | | | 90,371 | | | | 102,605 | |
| Increase in accrued salary | | | 120,000 | | | | 120,000 | |
| Net Cash Used In Operating Activities | | | (3,447 | ) | | | (61,982 | ) |
| | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
| Proceeds from notes payable - related party | | | - | | | | 61,802 | |
| Contribution of Capital | | | 3,203 | | | | - | |
| Net Cash Provided By Financing Activities | | | 3,203 | | | | 61,802 | |
| | | | | | | | | |
| NET DECREASE IN CASH | | | (244 | ) | | | (433 | ) |
| | | | | | | | | |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | | | 244 | | | | 857 | |
| | | | | | | | | |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | | $ | - | | | $ | 424 | |
| | | | | | | | | |
| Supplemental disclosure of non cash investing & financing activities: | | | | | | | | |
| Cash paid for income taxes | | $ | - | | | $ | - | |
| Cash paid for interest expense | | $ | - | | | $ | - | |
(INCEPTION) TO SEPTEMBER 30, 2020
| CASH FLOW FROM OPERATING ACTIVITIES: | | | | |
| Net loss | | $ | (71,150 | ) |
| | | | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | |
| Shares issued to founder | | | 15,000 | |
| Shares issued for services | | | 13,200 | |
| Change in fair value of derivative | | | (11 | ) |
| Amortization of debt discount | | | 2,614 | |
| Changes in assets and liabilities | | | | |
| Accounts payable and accrued interest | | | 3,220 | |
| NET CASH USED IN OPERATING ACTIVITIES | | | (37,127 | ) |
| | | | | |
| CASH FLOW FROM INVESTING ACTIVITIES: | | | | |
| Cash acquired under reverse merger | | | 27,500 | |
| NET CASH PROVIDED BY INVESTING ACTIVITIES | | | 27,500 | |
| | | | | |
| CASH FLOW FROM FINANCING ACTIVITIES: | | | | |
| Proceeds from related party debt | | | 15,894 | |
| Proceeds from notes payable | | | 7,500 | |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 23,394 | |
| | | | | |
| NET INCREASE IN CASH | | | 13,767 | |
| CASH – BEGINNING OF PERIOD | | | - | |
| CASH – END OF PERIOD | | $ | 13,767 | |
| | | | | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | | | | |
| | | | | |
| Cash paid during the period for: | | | | |
| Interest | | $ | - | |
| Income taxes | | $ | - | |
| | | | | |
| Supplemental disclosure of non-cash investing and financing activities: | | | | |
| Recapitalization – reverse merger | | $ | 2,174,599 | |
SeeThe accompanying notes toare an integral part of these consolidated financial statements.
GUSKIN GOLD CORPORATION
FKA INSPIRED BUILDERS, INC
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED SEPTEMBER 30, 2016 AND 2015
| | | | | | | | | | | | | | | Additional | | | | | | Total | |
| | | Preferred Stock | | | Common Stock | | | Paid-in | | | Accumulated | | | Stockholders’ | |
| | | Shares | | | Par Value | | | Shares | | | Par Value | | | Capital | | | Deficit | | | Deficit | |
| | | | | | | | | | | | | | | | | | | | | | |
| Balance, September 30, 2014 | | | - | | | | - | | | | 11,125,000 | | | | 11,125 | | | | (432,621 | ) | | | (741,265 | ) | | | (1,162,761 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Loss for the year ended September 30, 2015 | | | - | | | | - | | | | - | | | | - | | | | - | | | | (284,587 | ) | | | (284,587 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, September 30, 2015 | | | - | | | $ | - | | | | 11,125,000 | | | $ | 11,125 | | | $ | (432,621 | ) | | $ | (1,025,852 | ) | | $ | (1,447,348 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Capital contribution | | | - | | | | - | | | | - | | | | - | | | | 3,203 | | | | - | | | | 3,203 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Loss for the year ended September 30, 2016 | | | - | | | | - | | | | - | | | | - | | | | - | | | | (213,818 | ) | | | (213,818 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, September 30, 2016 | | | - | | | $ | - | | | | 11,125,000 | | | $ | 11,125 | | | $ | (429,418 | ) | | $ | (1,239,670 | ) | | $ | (1,657,963 | ) |
See accompanying notes to financial statements.
Inspired Builders, Inc.INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of SeptemberMAY 28, 2020 (INCEPTION) TO SEPTEMBER 30, 2016 and 20152020
NOTE 1. GENERAL ORGANIZATION AND BUSINESSNote 1 – Organization and basis of accounting
Basis of Presentation and Organization
Inspired Builders, Inc. (the “Company”, “Guskin”, “We”, and “Us”) was incorporated in the State of Nevada in February 2010. Until August 15, 2017 the Company was directing it’sits focus on acquiring, investing in, developing and managing real estate properties and related investments. On August 15, 2017, Inspired Builders (the “Company”), the majority shareholders of the Company (the “Sellers”) and JJL Capital Management, LLC (the “Purchaser”) entered intopursuant to a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchaser purchased from the Sellers 5,643,979 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), representing approximately 50.73% of the issued and outstanding shares of the Company, for an aggregate purchase price of $564.39 (the “Purchase Price”). On August 16, 2017, the closing of the transaction occurred (“Closing Date”). Pursuant to the change in control transaction, we relocated to Miami, Florida and ceased all operations as a real estate company. Also, in connection therewith, Matthew Nordgren,
On January 16, 2020, Santa Alba, LLC sold the 956,440 shares of common stock to Custodian Ventures, LLC for an aggregate purchase price of $145,000. At this point there was a change of control of the Company and Kai Ming Zhao resigned as President, Secretary, Treasurer and Director and David Lazar was appointed as President, Secretary, Treasurer and Director.
On April 30, 2020, Custodian Ventures, LLC, a Wyoming limited liability company (“CVL”) and the Company entered into a Stock Purchase Agreement (the “Agreement”) with U Green Enterprise, a Ghana corporation (the “Purchaser”). The Agreement closed upon execution on April 30, 2020 (“Closing”). Pursuant to the Agreement, CVL agreed to sell and Purchaser agreed to purchase 956,440 restricted common stock shares of the Company (the “Shares”), representing approximately 94.6% of the Company’s sole officeroutstanding shares of common stock. Pursuant to the Agreement, Purchaser agreed to pay CVL as follows: (i) $157,640 payable at the Closing in exchange for the Shares, and Director,(ii) to repay the note outstanding to CVL in amount of $67,360 immediately following the Closing. The Agreement resulted in a change of control of the Company and David Lazar resigned from his positionseffective immediately as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and named Scott Silverman as sole director and toEdward Somuah was appointed as the positions of CEO, CFO,Company’s Chief AccountingExecutive Officer, Chief Financial Officer, President, Secretary, Treasurer and Secretary.sole director.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESGuskin Gold Corporation (“GGC”) was incorporated in May 28, 2020 in the state of Nevada. GGC’s business activity is the early-stage development of a business focusing on the acquisition of gold properties, and the exploration and potential development of small-scale gold mining operations in the Republic of Ghana, West Africa.
UseOn September 3, 2020, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with GGC, and the controlling stockholders of EstimatesGGC (the “GGC Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired One Hundred Percent (100%) the issued and outstanding equity interest of GGC from the GGC Shareholders (the “GGC Shares”) and in exchange the Company issued to GGC an aggregate of Twenty-Eight Million Two Hundred Thousand (28,200,000) shares of restricted common stock of the Company.
The preparationShare Exchange is accounted for as a reverse recapitalization under U.S. GAAP as the Share Exchange results in a change of control of the Company. GGC was determined to be the accounting acquirer based upon the terms of the Share Exchange and other factors including: (i) GGC’s shareholders are expected to own approximately 96.54% of the Company issued and outstanding common stock immediately following the effective time of the Share Exchange (the “Closing”), and (ii) GGC’s management will hold all key positions in the management of the combined company.
As of September 22, 2020 (the “Closing Date”), GGC provided us with valid and accepted audited financial statements, in conformityaccordingly the transactions contemplated by the Share Exchange Agreement have been satisfied, accordingly the Share Exchange Agreement is closed (“Closing”).
The Company filed the Amended Articles of Incorporation effecting the Name Change with U.S. generally accepted accounting principles requires management to make estimatesthe Nevada Secretary of State, effective November 30, 2020. As previously reported, shareholders approved the Name Change and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following; estimates of the probability and potential magnitude of contingent liabilities, the valuation allowance for deferred tax assets due to continuing operating losses, valuation of shares issuedSymbol Change on September 22, 2020 in connection with the purchase of real estate, the valuationClosing of the real estateShare Exchange Agreement between the Company and the evaluation of any impairment on the real estate.Guskin Gold Corp.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible thatOn December 3, 2020, the estimateFinancial Industry Regulatory Authority (“FINRA”) announced the effectiveness of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term dueCompany’s name from “Inspired Builders, Inc.” to one or more future confirming events. Accordingly,“Guskin Gold Corp.” (the “Name Change”) and a change in the actual results could differ significantlyCompany’s ticker symbol from our estimates.“ISRB” to the new trading symbol “GKIN” (the “Symbol Change”). Trading under the new ticker symbol began at market opening December 4, 2020. The Company’s CUSIP also changed to 40330L100.
Note 2 – Summary of significant accounting policies
Principles of Consolidation
The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and GGC, its wholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation as at September 30, 2020.
Cash and Cash Equivalents
CashFor purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investmentsdebt instruments purchased with an originala maturity of three months90 days or less when purchased.to be cash and cash equivalents. There were no cash equivalents at September 30, 2016 and2020. The Company has cash held with an escrow agent. As of September 30, 2015.2020, $13,752 was held with an escrow agent.
Earnings (Loss) per Share
In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. TheAs of September 30, 2020, the Company has 20,833 and 20,833had $125,000 in convertible debt which if exercised would convert into 12,500,000 shares of common stock. The shares issuable upon conversion of convertible notes payable that were not included in the computation of dilutivedebt are excluded from loss per share becausecalculation as their inclusioneffect are anti-dilutive.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in valuation of equity-based transactions, valuation of derivative liabilities and valuation of deferred taxes.
Revenue Recognition
The Company accounts for revenue under Accounts Standard Codification(“ASC”) ASC 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is anti-dilutivesatisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the periods ended September 30, 2016 and September 30, 2015, respectively.services it transfers to its clients.
Inspired Builders, Inc.
NOTES TO FINANCIAL STATEMENTS
The Company has only recently changed its business focus to its current business of exploration, development, production, and export of gold in Ghana, and to smartly find, build, and operate profitable gold and precious metal properties. Consequently, we have only limited operating history and an unproven business strategy, no current properties and prospects that have yet to be developed. As of September 30, 2016 and 2015such, no revenue has been recognized to date.
Income Taxes
The Company accounts for income taxes in accordance with generally accepted accounting principles which requires an asset and liability approachpursuant to financial accounting and reporting for income taxes. Deferred incomeFASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are computed annually fordetermined based on temporary differences between financial statement and income taxthe bases of certain assets and liabilities that will result in taxablefor income or deductible expenses in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reducefinancial reporting purposes. The deferred tax assets and liabilities are classified according to the amount expectedfinancial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to be realized. Incomedeferred tax expense isassets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax payable or refundableasset and taking into consideration the Company’s financial position and results of operations for the period adjusted forcurrent period. Future realization of the change during the period in deferred tax assets and liabilities.benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws.
TheChanges in circumstances, such as the Company followsgenerating taxable income, could cause a change in judgment about the accounting requirements associated with uncertaintyreliability of the related deferred tax asset. Any change in the valuation allowance will be included in income taxes using the provisions of Financial Accounting Standards Board (FASB) ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than notyear of the positions will be sustained upon examination by the tax authorities. It also provides guidance for derecognition, classification, interest and penalties, accountingchange in interim periods, disclosure and transition. As of September 30, 2016, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. All tax returns from fiscal years 2011 to 2016 are subject to IRS audit.estimate.
Fair Value of Financial Investments
ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2020.
Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows:
Level 1 - Quoted market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
The respective carrying values of certain on-balance-sheet financial instruments approximate their fair value ofvalues. These financial instruments include cash, and cash equivalents, accounts payable, accrued liabilities, convertible notes, loans payable, and notes payable approximates thepayable. Fair values were assumed to approximate carrying amount ofvalues for these financial instruments due to their short-term maturity.maturities.
Revenue and Cost Recognition
We account for derivative liability at fair value on a recurring basis under level 3 at September 30, 2020 (see Note 9).
Stock-Based Compensation
The Company has no current sourceaccounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of revenue; therefore,share-based payment awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.
Derivative Instrument Liability
The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the types of relationships designated are based on the exposures hedged. At September 30, 2020, the Company has not yet adopted any policy regarding the recognitionhad a derivative liability of revenue or cost.$2,125,113.
Recent accounting pronouncementsAccounting Pronouncements
In May 2014,Other recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, which creates Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,”FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and supersedes the revenue recognition requirementsSEC did not or in Topic 605, “Revenue Recognition,” including most industry-specific revenue recognition guidance throughoutmanagement’s opinion will not have a material impact on the Industry Topics of the Codification. We do not expect the adoption of this standard to have any effect on ourCompany’s present or future consolidated financial statements.
In February 2016,
Note 3 – Reverse Merger
On September 03, 2020, the FASBCompany and its controlling stockholders entered into a Share Exchange Agreement (the “Share Exchange”) with GGC and the shareholders of GGC. GGC’ current plan of operation consists of identifying, assessing and vetting various gold and mineral properties, specifically focusing on gold properties and the exploration and potential development of small-scale gold mining operations in the Republic of Ghana, West Africa.
At the closing of the transactions contemplated by the Share Exchange (the “Closing”), in exchange for 28,200,000 shares of GGC’ common stock which represents 100% of the currently issued ASU No. 2016-02, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizationsoutstanding capital stock of GGC, the Company will issue 28,200,000 newly issued shares of the Company’s common stock to the GGC’ shareholders, representing approximately 96.54% of the Company’s issued and outstanding common stock of the Company upon Closing. As a result of the Share Exchange, GGC shall become the Company’ wholly owned subsidiary, and the Company shall acquire the business and operations of GGC. The Closing of the Share Exchange is subject to certain conditions, including the approval of the Company’s shareholders. The Share Exchange closed September 22, 2020.
For accounting purposes, GGC is considered to be the acquiring company and the Share Exchange was accounted for as a reverse recapitalization of the Company by recognizing leaseGGC because (i) GGC’ shareholders own approximately 96.54% of the Company’s issued and outstanding common stock immediately following the effective time of the Share Exchange, and (ii) GGC’ management holds all key positions in the management of the combined company following the Closing. Under reverse recapitalization accounting, the assets and lease liabilities onof the balance sheetCompany are recorded, as of the Closing, at their fair value which approximates its book value because of the short-term nature of the instruments. No goodwill or intangible assets were recognized. Consequently, the financial statements of GGC reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of the legal acquirer and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We do not expecta recapitalization of the adoptionequity of this standard to have any effect on our financial statements.the accounting acquirer.
In August 2016,The following is the FASB issued an accounting standards update which provides additional clarity onfair value of the classification of specific events onassets acquired and the statement of cash flows. These events include: debt prepayment and extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from settlement of insurance claims, distributions received from equity method investees, and beneficial interests in securitization transactions. The update is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods, with early application permitted. The new accounting standard addresses presentationliabilities assumed by GGC in the statement of cash flows only and we do not expect the standard to have a material effect on our financial condition, results of operations, cash flows or financial disclosures.Share Exchange:
| | | | |
| Total Assets assumed | | $ | 27,502 | |
| Total Liabilities assumed | | | (2,202,101 | ) |
| Net Liabilities assumed | | $ | (2,174,599 | ) |
Inspired Builders, Inc.
NOTES TO FINANCIAL STATEMENTS
As of September 30, 2016 and 2015
In May 2017, the FASB issued ASU No. 2017-09, which amends ASC Topic 718, “Compensation – Stock Compensation”. This amendment provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The standard is effective beginning after December 15, 2017, with early adoption permitted, including adoption for interim periods. This standard must be applied prospectively upon adoption. We do not expect the standard to have a material effect on our financial condition, results of operations, cash flows or financial disclosures.
NOTE 3. GOING CONCERNNote 4 - Going Concern
As reflected in the accompanying consolidated financial statements, the Company has a net loss of $213,818, an accumulated deficit of $1,239,670 and used net cash in operations of $3,447$71,150 for the year endedperiod from May 28, 2020 (inception) to September 30, 2016.2020. In addition, the Company has not had construction revenues since May 2011an accumulated deficit of $71,150 and a working capital deficit of $2,217,549 as of September 30, 2020.
The accompanying consolidated financial statements have been prepared assuming the only prospect for positive cash flow is through the issuancecontinuation of common stock or debt. If the Company doesas a going concern. The Company has not beginyet established an ongoing source of revenues sufficient to generate sufficient revenue orcover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funds through a financing,funding. While management of the Company may need to incur additional liabilities with certain related parties to sustainbelieves that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company’s existence. There are currently no plans or agreements in place to provide such funding. The Company will requirebe able to raise additional funding to financeequity capital or be successful in the growthdevelopment and commercialization of its future operations as well as to achieve its strategic objectives. This raisesthe products it develops or initiates collaboration agreements thereon. Therefore, there is substantial doubt about itsthe Company’s ability to continue as a going concern. The abilityaccompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and generate revenue. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4. REAL ESTATENote 5 – Loans Payable - Related Party and Related Party Transactions
On June 24, 2013,1, 2020, the Company entered into a loan agreement with Naana Asante, our Chief Executive Officer, in the amount of $1,630 for expenses paid for on behalf of the company. On June 18, 2020, the Company received an additional $4,500 from Naana Asante for expenses paid on behalf of the Company. During the period July 1 through September 30, 2020, the Company received an additional $354. The unsecured loans mature on June 1, 2021 and bears an interest rate of 2.5%. As of September 30, 2020, the Company recorded accrued interest expenses of $48.
On June 1, 2020, the Company entered into a loan agreement with an entity controlled by a shareholder in the amount of $3,500 for expenses paid for on behalf of the Company. On June 26, 2020, the Company received an additional $5,910 for expenses paid on behalf of the Company. The unsecured loans mature one year from the date of the loan and bears an interest rate of 2.5%. As of September 30, 2020, the Company recorded accrued interest expenses of $78.
On September 22, 2020, the Company assumed, as part of the reverse merger and share exchange agreement a related party loan payable dated April 30, 2020, owed to U Green Enterprise, a Ghana corporation controlled by our Chief Financial Officer. As of September 30, 2020, the Company had a loan payable of $14,496 owed to U Green Enterprises. The loan payable is non-interest bearing and due on demand.
Note 6 – Note payable
On September 22, 2020, the Company entered into a loan agreement with a relatedthird party in the amount of $7,500 for expenses paid for on behalf of the Company. This unsecured loan matures one year from the date of the loan and bears an interest rate of 2.5%. As of September 30, 2020, $7,500 of note payable remains outstanding.
Note 7 – Income taxes
The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.
FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to purchasefully utilize the net deferred tax asset. Accordingly, a parcelvaluation allowance equal to 100% of undeveloped landthe deferred tax asset has also been recorded resulting in Duval County, Florida.no net deferred tax asset. The purchase pricecumulative deferred tax asset which is calculated by multiplying a 21% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the Duval property was $1,350,000, payablefollowing items:
| For the period ended September 30, | | 2020 | |
| Book loss for the year | | $ | (71,150 | ) |
| | | | | |
| Temporary differences: | | | | |
| Accrued interest | | | 4,702 | |
| | | | | |
| Permanent differences: | | | | |
| Stock based compensation | | | 28,200 | |
| Amortization of debt discount | | | 2,614 | |
| Change in derivative liability | | | (12 | ) |
| Tax loss for the year | | | (35,646 | ) |
| | | | | |
| Estimated effective tax rate | | | 21 | % |
| Deferred tax asset | | $ | (7,486 | ) |
| Less: Valuation allowance | | | 7,486 | |
| Net Deferred tax asset | | $ | — | |
Rate Reconciliation:
| For the period from May 28, 2020 (inception) to September 30, 2020 |
| Federal income tax at statutory rate | | $ | (14,942 | ) |
| Temporary difference | | | 987 | |
| Permanent difference | | | 6,469 | |
| Change in Valuation Allowance | | | 7,486 | |
| | | $ | — | |
The tax period since inception is open for examination by taxing authorities through 2025.
Pursuant to Section 382 of the Internal Revenue Code, or IRC, annual use of the Company’s deliverynet operating loss (NOL) carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a $750,000 mortgage at 3%, which was duethree-year period. The Company determined that because of various stock issuances following the reverse merger, an ownership change as defined in the provisions of Section 382 of the IRC occurred on June 24, 2014September 22, 2020. Such ownership change resulted in annual limitations on the utilization of tax attributes, including NOL carryforwards and tax credits. The Company estimates that $950,000 of its NOL carryforwards were effectively eliminated under Section 382 for federal income tax purposes. A portion of the remaining NOL carryforwards limited by Section 382 will become available each year. Limitations on NOL carryforwards relating to change in ownership may be imposed during the year ended September 30, 2020. The Company’s Section 382 estimated analysis has not been extendedcompleted through September 30, 2020.
Note 8 – Convertible notes
On September 22, 2020, the Company assumed a convertible note offering of up to June 24, 2015. As$3,000,000 under regulation S as part of today the reverse merger with Inspired Builders, Inc. The note offering calls for a minimum investment of $10,000. The note bears an interest rate equal to 10% per annum and matures after one year from the date of subscription. The note is currently past due.convertible at the rate equivalent to the lessor of $0.01 per share or a 20% discount to market based upon the 10-day Volume Weighted Average Price (VWAP) prior to Maturity. The $600,000 balanceCompany intends to regularly issues notes payable which are convertible at a discount of the purchasetrading price was paid by approving the issuance to the seller of 100,000 shares of the Company’s common stock. Due to these provisions, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging. The $0.001 par value per share was valued bycompany assumed seven convertible note subscriptions totaling $125,000 with unrelated parties. The convertible notes have an original issuance cost of $7,360, and a debt discount of $117,640 for the parties at $6.00 per share, based on the closing price of the stock on the date of the closing. The note is secured by a lien on the real estate. In accordance with ASC 845-10-S99, transfers of nonmonetary assets for stock or other consideration of the registrant are recorded at the predecessor cost. Accordingly, the Company recorded thefair value of the real estate acquired atembedded conversion feature on issuance dates. On September 22, 2020, we assumed convertible notes totaling $42,987, net of debt discount of $82,013. Amortization of debt discount from September 22, 2020 to September 30, 2020 totaled to $2,614. As of September 30, 2020, accrued interest on these notes totaled to $4,576.
A summary of value changes to the historical basis of $307,504. notes for the period ended September 30, 2020 is as follows:
| Carrying value of Convertible Notes as of May 28, 2020 (inception) | | $ | - | |
| Convertible notes assumed – reverse merger | | | 125,000 | |
| Less: debt discount | | | (79,236 | ) |
| Carrying value of Convertible Notes, net as of September 30, 2020 | | $ | 45,764 | |
Note 9 – Derivative liability
The Company became awarehas determined that there isthe variable conversion prices under its convertible notes caused the embedded conversion feature to be a real estate tax lien for unpaid taxesfinancial derivative. The derivative instruments were valued at loan origination date, date of debt conversion and at September 30, 20162020. The fair values of the derivative liabilities related to the conversion options of these notes was estimated on the transaction dates (loan original date and reporting date) using the Black Scholes option pricing model, under the following assumptions:
| | | September 30, | |
| | | 2020 | |
| Shares of common stock issuable upon exercise of debt | | | 12,500,000 | |
| Estimated market value of common stock on measurement date | | $ | 0.18 | |
| Exercise price | | $ | 0.01 | |
| Risk free interest rate (1) | | | 0.11 – 0.16 | % |
| Expected dividend yield (2) | | | 0.00 | % |
| Expected volatility (3) | | | 91.28 - 191 | % |
| Expected exercise term in years (4) | | | 0.60 - 1.00 | |
| (1) | The risk –free interest rate was determined by management using the one-month Treasury bill yield as of the valuation dates. |
| (2) | The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. |
| (3) | The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have sufficient trade history to determine our historical volatility. |
| (4) | The exercise term is the remaining contractual term of the convertible instrument at the valuation date. |
The change in fair values of the derivative liabilities related to the Convertible Notes for the three months ended September 30, 20152020 is summarized as:
| | | Fair value at
September 30, | | | Quoted
market prices
for identical
assets/liabilities | | | Significant
other observable inputs | | | Significant
unobservable
inputs | |
| | | 2020 | | | (Level 1) | | | (Level 2) | | | (Level 3) | |
| Derivative Liability | | $ | 2,125,113 | | | $ | - | | | $ | - | | | $ | 2,125,113 | |
| | | Derivative
Liability | |
| Derivative liability as of May 28, 2020 (inception) | $ | - | |
| Fair value for convertible instruments – reverse merger | | 2,125,125 | |
| Change in fair value of derivative liability | | (12 | ) |
| Reclassification to additional paid-in capital for financial instruments that ceased to be a derivative liability | | - | |
| Derivative liability as of September 30, 2020 | $ | 2,125,113 | |
| | | Change in
Fair Value of
Derivative Liability** | |
| Change in fair value of derivative liability at the beginning of period | | $ | - | |
| Day one gains/(losses) on valuation | | | - | |
| Gains/(losses) from the change in fair value of derivative liability | | | 12 | |
| Change in fair value of derivative liability at the end of the period | | $ | 12 | |
| ** | The fair value at the remeasurement date is equal to the carrying value on the balance sheet. |
Note 10 – Concentration of $23,714Credit Risk
The Company relies heavily on the support of its president, majority shareholder and $25,307, respectively. On July 17, 2017,unrelated third parties. A withdrawal of this support, for any reason, will have a material adverse effect on the Company assigned all interests inCompany’s financial position and its operations.
Note 11 – Commitment and Contingencies
In March 2020, the propertyWorld Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and it continues to a related party in exchange for an assumptionspread throughout the United States and the rest of the mortgage principalworld with different geographical locations impacted more than others. The outbreak of COVID-19 and interestpublic and private sector measures to reduce its transmission, such as the imposition of $750,000social distancing and $90,370 respectively,orders to work-from-home, stay-at-home and shelter-in-place, have had a minimal impact on our day to day operations. However, this could impact our efforts to enter into a business combination as other businesses have had to adjust, reduce or suspend their operating activities. The extent of the real estate taxes payableimpact will vary depending on the duration and severity of $23,714.
NOTE 5. EMPLOYMENT AGREEMENTthe economic and operational impacts of COVID-19. The Company is unable to predict the ultimate impact at this time.
On SeptemberJune 1, 20132020, (the “commencement date”) the Company entered into a three-year employment contractconsulting agreement with its CEO.Dr. Kweku Ainuson to provide consulting services on as needed basis. The CEOconsultant shall be responsible for advising the Chief Executive Officer, President, Chief Geologist, and Chairman of the Board of Directors on all legal matters of the Company. In addition, the consultant is to be paid $10,000provide legal advice on areas including but not limited to business contracts or any other legal documentation that requires legal expertise; assisting in the management of internal and external legal resources; reading and reviewing legal documents that the Client receives and making sure that they are properly drafted and any other legal services. As compensation for the services provided by Consultant, the Consultant should vest 50,000 shares common shares valued at $0.001 every quarter for total compensation value of 200,000 shares. In addition, every 90 days, from the commencement date, the company shall pay the consultant $5,000 plus additional fees per month plus reimbursement for expenses and bonuses as determined by the board. The CEO will be entitled to one week paid vacation and is subject to a one year non-compete agreement at the end of the employment contract. As of June 30, 2014, the Company has paid the CEO a total of $10,000 and has accrued $90,000 for amounts due to the CEO. quarter.
On June 30, 2014 the Company’s CEO converted $90,000 of accrued salary into an unsecured promissory note. The Note accrues interest at a rate of 5% per annum and is due June 30, 2015. As of September 30, 2016 and September 30, 2015 Company recorded $270,000 and $150,000, respectively of accrued salary. On November 15, 2016, the CEO andAugust 31, 2020, (the “commencement date”) the Company entered into a Release and Settlement Agreement whereby the employment contract was terminated and $290,000 in accrued salary was forgiven. The accrued salary was accounted for as contributed capital.
Inspired Builders, Inc.
NOTES TO FINANCIAL STATEMENTS
As of September 30, 2016 and 2015
NOTE 6. MORTGAGE PAYABLE – RELATED PARTY
On June 24, 2013, the Company entered into anthree-month term consulting agreement with Wade D. Huettel to provide consulting services on as needed basis. The consultant shall be responsible to perform business development and general consulting services on a related partynon -exclusive basis for and on behalf of the Client in relation to purchase a parcel of undeveloped land in Duval County, Florida.business development, developing and creating operation documents, and will consult with and advise, as necessary and requested, The purchase priceClient on matters pertaining to its general business operations. As compensation for the Duval property was $1,350,000, payableservices provided by Consultant, the Company’s delivery of a $750,000 mortgage at 3%, which was due on June 24, 2014 and has been extended to June 24, 2015. As of today the note is currently past due. The $600,000 balance of the purchase price was paid by approving the issuance to the seller of 100,000 shares of the Company’s common stock. The $0.001 par value per share was valued by the parties at $6.00 per share, based on the closing price of the stock on the date of the closing. As of September 30, 2016 and September 30, 2015 the Company has accrued interest of $73,603 and $50,979, respectively, due on the mortgage. On July 17, 2017, the Company assigned all interests in the property to a related party in exchange for an assumption of the mortgage principal and interest of $750,000 and $90,370 respectively.
NOTE 7. CONVERTIBLE NOTES PAYABLE – RELATED PARTY
On January 24, 2014, a related party loaned the Company $10,000, which is evidenced by a secured note payable with an interest rate of 12% and a maturity of January 24, 2015. These funds were used to pay 1 months’ salary to our Chief Executive Officer. If the loan in not repaid by January 24, 2015 it is convertible at the option of the holder into common stock at a share price of $.48 per share. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $3,222 and $2,015, respectively. Subsequently, the related party agreed to extend the promissory note maturity date to January 24, 2017. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $10,000 in principal and $3,373 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
NOTE 8. NOTES PAYABLE – RELATED PARTIES
On January 13, 2012 the Company entered into a 12-month unsecured promissory note in the amount of $211,000. Interest accrues in arrears on the outstanding principal at the rate of ten percent (10.00%) per annum. Interestcompany shall be payable on the last day of each quarter, commencing March 30, 2012, and continuing until the maturity date. Should the maker fail to pay the entire principalconsultant $7,500 in month one, $2,500 in month two and accrued interest by the maturity date, the maker agrees that the interest rate shall increase to twelve percent (12.00%) per annum. On May 10, 2013, the Company and the related party agreed to extend the maturity of the loan for an additional year or until January 13, 2014. The loan maturity dates were further extended to January 13, 2016. On May 22, 2012, the Company borrowed an additional $32,714 from the related party, with the same terms, the loan maturity dates were extended to January 13, 2016. On September 17, 2012, the Company borrowed an additional $22,032 from the related party, with the same terms, the loan maturity dates were extended to January 13, 2016. On February 7, 2013, the Company borrowed an additional $28,773 from the related party, with the same terms, and on July 31, 2013, the Company borrowed an additional $30,000 from the related party, with the same terms. The loans maturity dates were further extended to February 7, 2016 and July 31, 2016, respectively. On December 20, 2013, the Company borrowed $2,500 on January 7, 2014, the Company borrowed $5,000, on February 6, 2014, the Company borrowed $5,520, the loans maturity dates were further extended to December 20, 2015 and January 7, 2016. On February 17, 2014, the Company borrowed $4,400 and on June 26, 2014, the Company borrowed $3,080, the loans maturity dates were further extended to February 6, 2016 and February 17, 2016, respectively. Accrued interest at September 30, 2016 and September 30, 2015, amounted to $145,401 and $111,191, respectively. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $342,519 in principal and $149,256 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
On November 13, 2013, a related party entered into an unsecured note payable for $25,000 with an interest rate of 5% due November 13, 2014, the maturity date on the loan was further extended to November 11, 2015. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $3,603 and $2,346. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $25,000 in principal and $3,760 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
Inspired Builders, Inc.
NOTES TO FINANCIAL STATEMENTS
As of September 30, 2016 and 2015
On January 13, 2014 and January 20, 2014, a related party entered into two unsecured note payables for a total of $25,632 with an interest rate of 5% due January 20, 2015, the loans maturity dates were further extended to January 13, 2016 and January 20, 2016, respectively. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $6,461 and $4,053. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $25,632 in principal and $6,763 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
On June 19, 2014 the Company’s CEO entered into an unsecured note payable of $30,000 with an interest rate of 10% due on June 19, 2015, the loans maturity was further ended to June 16, 2016. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $6,855 and $3,838 respectively. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $30,000 in principal and $7,233 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
On October 14, 2014 the Company’s CEO loaned the Company $3,482, which is evidenced by an unsecured note payable with an interest rate of 5% and a maturity of October 13, 2015. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $342 and $167. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $3,482 in principal and $364 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
On October 14, 2014 a related party loaned the Company $3,320, which is evidenced by an unsecured note payable with an interest rate of 5% and a maturity of October 13, 2015. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $326 and $159. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $3,320 in principal and $347 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
On June 30, 2014 the Company’s CEO converted $90,000 of accrued salary into an unsecured promissory note. The Note accrues interest at a rate of 5% per annum and is due June 30, 2015. Accrued interest at September 30, 2016 and September 30, 2015 was $10,147 and $5,622, respectively. On November 15, 2016, the CEO and the Company entered into a Release and Settlement Agreement whereby the Note, comprising of $90,000 of principal and $10,714 of interest was forgiven. The transaction was accounted for as contributed capital.
On February 20, 2015, a related party entered into an unsecured note payable for $55,000 with an interest rate of 10% due February 20, 2016. Accrued interest as of June 30, 2015 amounted to $2,214. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $8,860 and $3,600. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $55,000 in principal and $9,553 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
NOTE 9. COMMITMENTS AND CONTINGENCIESmonth three.
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.
NOTE 10. STOCKHOLDERS’ EQUITYNote 12 – Common stock
DuringOn May 28, 2020, the year endedCompany issued 15,000,000 shares of common stock to Naana Asante for services valued at $15,000. From the period May 28, 2020 (inception) through September 30, 2016,2020, the Company issued 13,200,000 shares of common stock for services valued at $13,200.
On September 3, 2020, the Company entered into a related party paid expenses on behalfShare Exchange Agreement (the “Share Exchange Agreement”) with GGC, and the controlling stockholders of GGC (the “GGC Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired One Hundred Percent (100%) the issued and outstanding equity interest of GGC from the GGC Shareholders (the “GGC Shares”) and in exchange the Company issued to GGC an aggregate of Twenty-Eight Million Two Hundred Thousand (28,200,000) shares of restricted common stock of the Company of $3,203.
Inspired Builders, Inc.
NOTES TO FINANCIAL STATEMENTS
Company. As of September 30, 2016 and 2015
NOTE 11. CONCENTRATION OF CREDIT RISK
The Company relies heavily on the support of its president and majority shareholder. A withdrawal of this support, for any reason, will have a material adverse effect on the Company’s financial position and its operations.
NOTE 12. INCOME TAXES
Provision for income taxes is comprisedresult of the following:
| | | September 30,
2016 | | | September 30,
2015 | |
| | | | | | | |
| Current tax expense: | | | | | | |
| Federal | | $ | 0 | | | $ | 0 | |
| State | | | 0 | | | | 0 | |
| Total | | $ | 0 | | | $ | 0 | |
A reconciliationShare Exchange Agreement, GGC become a wholly owned subsidiary of provision for income taxes at the statutory rate to provision for income taxes at the Company’s effective tax rate is as follows:
| Statutory U.S. federal rate | | | 34 | % | | | 34 | % |
| Statutory state income tax | | | 5.83 | % | | | 5.83 | % |
| Less valuation allowance | | | (39.83 | %) | | | (39.83 | %) |
| Effective rate | | | 0 | % | | | 0 | % |
| | | | | | | | | |
| Deferred income taxes are comprised of the following: | | | | | | | | |
| Deferred Tax Asset | | $ | 148,538 | | | | 100,737 | |
| Tax loss carryforwards | | | 344,821 | | | | 308,302 | |
| Less valuation allowance | | | (493,359 | ) | | | (409,039 | ) |
| Deferred tax benefit | | $ | 0 | | | $ | 0 | |
Company.
As of September 30, 2016 and 2015, the Company net operating loss carryforward of approximately $$732,600 and $641,000, respectively.
The increase in the valuation allowance for the years ended September 30, 2016 and 2015 was an increase of $84,320 and $114,001 respectively.
NOTE 13. RELATED PARTY TRANSACTIONS
On January 13, 2012 the Company entered into a 12-month unsecured promissory note in the amount of $211,000. Interest accrues in arrears on the outstanding principal at the rate of ten percent (10.00%) per annum. Interest shall be payable on the last day of each quarter, commencing March 30, 2012, and continuing until the maturity date. Should the maker fail to pay the entire principal and accrued interest by the maturity date, the maker agrees that the interest rate shall increase to twelve percent (12.00%) per annum. On May 10, 2013, the Company and the related party agreed to extend the maturity of the loan for an additional year or until January 13, 2014. The loan maturity dates were further extended to January 13, 2016. On May 22, 2012, the Company borrowed an additional $32,714 from the related party, with the same terms, the loan maturity dates were extended to January 13, 2016. On September 17, 2012, the Company borrowed an additional $22,032 from the related party, with the same terms, the loan maturity dates were extended to January 13, 2016. On February 7, 2013, the Company borrowed an additional $28,773 from the related party, with the same terms, and on July 31, 2013, the Company borrowed an additional $30,000 from the related party, with the same terms. The loans maturity dates were further extended to February 7, 2016 and July 31, 2016, respectively. On December 20, 2013, the Company borrowed $2,500, on January 7, 2014, the Company borrowed $5,000, on February 6, 2014, the Company borrowed $5,520, the loans maturity dates were further extended to December 20, 2015 and January 7, 2016. On February 17, 2014, the Company borrowed $4,400 and on June 26, 2014, the Company borrowed $3,080, the loans maturity dates were further extended to February 6, 2016 and February 17, 2016, respectively. Accrued interest at September 30, 2016 and September 30, 2015, amounted to $145,400 and $111,191, respectively. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $342,519 in principal and $149,256 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
Inspired Builders, Inc.
NOTES TO FINANCIAL STATEMENTS
As of September 30, 2016 and 2015
On June 24, 2013, the Company entered into an agreement with a related party to purchase a parcel of undeveloped land in Duval County, Florida. The purchase price for the Duval property was $1,350,000, payable by the Company’s delivery of a $750,000 mortgage at 3%, which was due on June 24, 2014 and has been extended to June 24, 2015. As of today the note is currently past due. The $600,000 balance of the purchase price was paid by approving the issuance to the seller of 100,000 shares of the Company’s common stock. The $0.001 par value per share was valued by the parties at $6.00 per share, based on the closing price of the stock on the date of the closing. As of September 30, 2016 and September 30, 2015 the Company has accrued interest of $73,603 and $50,979, respectively, due on the mortgage. On July 17, 2017, the Company assigned all interests in the property to a related party in exchange for an assumption of the mortgage principal and interest of $750,000 and $90,370 respectively.
On November 13, 2013, a related party entered into an unsecured note payable for $25,000 with an interest rate of 5% due November 13, 2014, the maturity date on the loan was further extended to November 11, 2015. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $3,603 and $2,346. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $25,000 in principal and $3,760 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
On January 13, 2014 and January 20, 2014, a related party entered into two unsecured note payables for2020, a total of $25,632 with an interest rate of 5% due January 20, 2015, the loans maturity dates were further extended to January 13, 2016 and January 20, 2016, respectively. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $6,461 and $4,053. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $25,632 in principal and $6,763 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
On January 24, 2014, a related party loaned the Company $10,000, which is evidenced by a secured note payable with an interest rate of 12% and a maturity of January 24, 2015. These funds were used to pay 1 months’ salary to our Chief Executive Officer. If the loan in not repaid by January 24, 2015 it is convertible at the option of the holder into common stock at a share price of $.48 per share. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $3,225 and $2,015, respectively. Subsequently, the related party agreed to extend the promissory note maturity date to January 24, 2017. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $10,000 in principal and $3,373 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
On June 19, 2014 the Company’s CEO entered into an unsecured note payable of $30,000 with an interest rate of 10% due on June 19, 2015, the loans maturity was further ended to June 16, 2016. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $6,855 and $3,838 respectively. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $30,000 in principal and $7,233 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
On October 14, 2014 the Company’s CEO loaned the Company $3,482, which is evidenced by an unsecured note payable with an interest rate of 5% and a maturity of October 13, 2015. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $342 and $167. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $3,482 in principal and $364 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
Inspired Builders, Inc.
NOTES TO FINANCIAL STATEMENTS
As of September 30, 2016 and 2015
On October 14, 2014 a related party loaned the Company $3,320, which is evidenced by an unsecured note payable with an interest rate of 5% and a maturity of October 13, 2015. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $326 and $159. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $3,320 in principal and $347 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
On June 30, 2014 the Company’s CEO converted $90,000 of accrued salary into an unsecured promissory note. The Note accrues interest at a rate of 5% per annum and is due June 30, 2015. Accrued interest at September 30, 2016 and September 30, 2015 was $10,147 and $5,622, respectively. On November 15, 2016, the CEO and the Company entered into a Release and Settlement Agreement whereby the Note, comprising of $90,000 of principal and $10,714 of interest was forgiven. The transaction was accounted for as contributed capital.
On February 20, 2015, a related party entered into an unsecured note payable for $55,000 with an interest rate of 10% due February 20, 2016. Accrued interest as of June 30, 2015 amounted to $2,214. Accrued interest at September 30, 2016 and September 30, 2015 amounted to $8,860 and $3,600. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $55,000 in principal and $9,553 in accrued interest was forgiven. The transaction was accounted for as contributed capital.
During the year ended September 30, 2016, a related party paid expenses on behalf of the Company of $3,203.
NOTE 14. SUBSEQUENT EVENTS
On November 15, 2016, our CEO and the Company entered into a Release and Settlement Agreement whereby an Employment Contract was terminated and $290,000 in accrued salary was forgiven. The accrued salary was accounted for as contributed capital (See Note 5).
On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Convertible Note Payable in the amount of $10,000 in principal and $3,373 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 7).
On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby multiple notes payable in the aggregate amounts of $342,519 in principal and $149,256 in accrued interest were forgiven. The transaction was accounted for as contributed capital (See Note 8).
On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Note Payable in the amounts of $25,000 in principal and $3,760 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).
On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Note Payable in the amounts of $25,632 in principal and $6,763 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).
On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Note Payable in the amounts of $30,000 in principal and $7,233 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8)
On November 15, 2016, the Company and CEO entered into a Release and Settlement Agreement whereby a Note Payable in the amounts of $3,482 in principal and $364 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).
Inspired Builders, Inc.
NOTES TO FINANCIAL STATEMENTS
As of September 30, 2016 and 2015
On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Note Payable in the amounts of $3,320 in principal and $347 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).
On November 15, 2016, the CEO and the Company entered into a Release and Settlement Agreement whereby a Note Payable, comprising of $90,000 of principal and $10,714 of interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).
On November 15, 2016, the Company and a related party entered into a Release and Settlement Agreement whereby a Note Payable, comprising of $55,000 in principal and $9,553 in accrued interest was forgiven. The transaction was accounted for as contributed capital (See Note 8).
On July 17, 2017, the Company assigned all interests in the property owned in Duval County, FL to a related party in exchange for an assumption of the mortgage principal and interest of $750,000 and $90,370 respectively, and of real estate taxes payable of $23,714 (See Notes 4 and 6).
On August 15, 2017, Inspired Builders (the “Company”), the majority shareholders of the Company (the “Sellers”) and JJL Capital Management, LLC (the “Purchaser”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchaser purchased from the Sellers 5,643,97929,211,265 shares of common stock with par value $0.001 per share, of the Company (the “Shares”), representing approximately 50.73% of the issued and outstanding shares of the Company, for an aggregate purchase price of $564.39 (the “Purchase Price”). On August 16, 2017, the closing of the transaction occurred (“Closing Date”). Pursuant to the change in control transaction, we relocated to Miami, Florida and ceased all operations as a real estate company. Also, in connection therewith, Matthew Nordgren, the Company’s sole officer and Director, resigned from his positions and named Scott Silverman as sole director and to the positions of CEO, CFO, Chief Accounting Officer and Secretary (See remain outstanding.
Note 1).13 – Subsequent Event
On October 17, 2017,December 3, 2020, the Financial Industry Regulatory Authority (“FINRA”) announced the effectiveness of a related party loanedchange in the Company $14,300.Company’s name from “Inspired Builders, Inc.” to “Guskin Gold Corp.” (the “Name Change”) and a change in the Company’s ticker symbol from “ISRB” to the new trading symbol “GKIN” (the “Symbol Change”). Trading under the new ticker symbol began at market opening December 4, 2020. The loan is interest free and is payable on demand.Company’s CUSIP also changed to 40330L100.
On October 20, 2017, a related party loaned the Company $825. The loan is interest free and is payable on demand.
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A.Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) (the Company’s principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company 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, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting.
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting 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.
Our management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2016. The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework: 2013” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of September 30, 2016, the Company’s internal control over financial reporting was not effective for the purposes for which it is intended.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over our financial reporting as of September 30, 2016 the Company determined that the following items constituted a material weakness:
| ● | The Company does not currently have an active Chief Financial Officer to oversee the day to day transactions and operations, which ensures the timely and accurate identification and reporting of all necessary transactions. |
| ● | The Company does not have an independent audit committee that can review and approve significant transactions and the reporting process and provide independent oversight of the Company. |
| ● | The Company is dependent on related parties for funding and decision making, which is provided on a very limited basis, therefore accurate accounting, record retention and financial disclosures are not performed in a timely and efficient manner. |
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm as we are a smaller reporting company and not required to provide the report.
Changes in Internal Controls over Financial Reporting
No change in our system of internal control over financial reporting occurred during the period covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth the name and age of officers and director as of September 30, 2016. Our Executive Officers are appointed by our Board of Directors and hold their offices until they resign or are removed by the Board. Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.
As of September 30, 2016
Name | | Age | | Position |
Matthew Nordgren | | 33 | | Chief Executive Officer, Chief Operating Officer and Director |
Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.
Matthew Nordgren, age 33, has served as the Chief Executive Officer of Nordco Consulting since he founded it in February 2009. From 2007 to 2010, Mr. Nordgren has been a partner and Vice President of Schlegel Woy Management. Since 2008, Mr. Nordgren has been the Texas President of VEEV, where he is responsible for marketing, distribution, and sales within the State of Texas. Since 2002, Mr. Nordgren has served as an executive at Nordco, Inc., where he is responsible for corporate development and marketing strategies. Mr. Nordgren received his B.A. in government from the University of Texas.
On August 15, 2017, pursuant to a change in control transaction, Matthew Nordgren resigned as sole officer and director and Scott Silverman was appointed as the Company’s sole executive officers and directors. Directors are elected to hold offices until the next annual meeting of shareholders and until their successors are elected or appointed and qualified. Officers are appointed by the board of directors until a successor is elected and qualified or until resignation, removal or death.
As of November 1, 2017
Name | | Age | | Position |
Scott Silverman | | 48 | | President, Chief Executive Officer, Treasurer, Chief Financial Officer,Chairman of the Board of Directors
|
Scott Silverman (age 47)
Mr. Silverman is a financial executive who has over 25 years of business success on national and international levels, with strong concentration and successes in SME operational and financial management. He has a highly diverse knowledge of financial, legal and operations management; public company management, accounting and Securities and Exchange Commission regulations. Mr. Silverman specializes in establishing and streamlining back-office policies and procedures and implementing sound financial management and internal controls necessary for enterprise growth and scalability. While serving as the VP of Finance of Itopia, Mr. Silverman was involved in the raise of over $5 million, reduced expenses by more than 40% and participated in a 100% increase in year-over-year top line revenues. Mr. Silverman is also one of the founders, and serves as President and CEO, of EverAsia Financial Group, which grew into a multi-national corporate financial management and advisory firm serving clients in the United States and Asia. He also serves as the Chief Financial Officer, and is a director on the Board of Directors, of Jade Global Holdings, Inc. Well versed in securities regulations and accounting, Mr. Silverman has orchestrated investor exits for multiple companies, including ushering five client companies through successful public offerings. While at ICV, a boutique private equity firm, Mr. Silverman managed a $35 million portfolio of companies, simultaneously serving as the CFO for both the parent company and for several portfolio companies, one of which was listed on the Entrepreneur Magazine “Hot 100” list, and was ultimate successfully spun off, delivering added value to its shareholders. In addition to being an Intuit QuickBooks ProAdvisor, Mr. Silverman is well versed in Microsoft licensing and Office365 administration and has a working knowledge of IT systems.
Mr. Silverman received a Bachelor’s degree in Finance from the George Washington University and a Master’s Degree in Accounting from Nova Southeastern University.
Director Independence and Board Committees
We do not have any independent directors on our board of directors. As of September 30, 2016, our board of directors solely consisted of Matt Nordgren, our Chief Executive Officer, who was not independent. As of November 1, 2017, our board of directors consists solely of Scott Silverman, our Chief Executive Officer, who is not independent. Our board of directors does not have any committees, as companies whose securities are traded on the OTC Bulletin Board are not required to have board committees. However, if, at such time in the future, we appoint independent directors on our board we expect to form the appropriate board committees.
We currently do not have a standing audit, nominating or compensation committee. Our board of directors handles functions that would otherwise be handled by each of the committees. We believe that there is not a need for a nominating committee at this time because our board of directors consists of solely one director who is not independent and who is the only decision maker. At such point when we have independent board of directors we will need to establish a nomination committee.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Code of Ethics
We have not adopted a code of ethics that applies to our principal executive officer and principal financial officer. We intend to adopt a Code of Ethics as we develop our business.
Item 11. Executive Compensation.
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us for fiscal year 2016 and fiscal year 2015.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | | Year | | | Salary
($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Non-Qualified Deferred Compensation Earnings ($) | | | All Other Compensation
($) | | | Totals
($) | |
| Matthew Nordgren, | | | 2016 | | | $ | 120,000 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | $ | 0 | | | $ | 120,000 | (1) |
| Chief Executive Officer | | | 2015 | | | $ | 120,000 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | $ | 0 | | | $ | 120,000 | (2) |
| (1) | Mr. Nordgren’s compensation for the year ended September 30, 2016 amounted to $120,000 which has all been accrued and not paid. This amount was subsequently waived as set forth below. |
| (2) | Mr. Nordgren’s compensation for the year ended September 30, 2015 amounted to $120,000 which has all been accrued and not paid. This amount was subsequently waived as set forth below. |
Compensation of Directors
Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.
Employment Agreements
On September 1, 2013 the Company entered into a three-year employment contract with its CEO. The CEO is to be paid $10,000 per month plus reimbursement for expenses and bonuses as determined by the board. The CEO will be entitled to one week paid vacation and is subject to a one year non-compete agreement at the end of the employment contract. As of June 30, 2014, the Company has paid the CEO a total of $10,000 and has accrued $90,000 for amounts due to the CEO. On June 30, 2014 the Company’s CEO converted $90,000 of accrued salary into an unsecured promissory note. The Note accrues interest at a rate of 5% per annum and is due June 30, 2015. As of June 30, 2016 and September 30, 2015 Company recorded $240,000 and $150,000, respectively of accrued salary. On November 15, 2016, the CEO and the Company entered into a Release and Settlement Agreement whereby the employment contract was terminated and $290,000 in accrued salary was forgiven. The accrued salary was accounted for as contributed capital.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of November 1, 2017, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.
| Name | | Number of
Shares
Beneficially
Owned | | | Percent
of
Class (2) | |
| JJL Capital Management, LLC (1) | | | 5,643,979 | | | | 50.73 | % |
| All Executive Officers and Directors as a group (1 person) | | | 5,643,979 | | | | 50.73 | % |
| (1) | JJL Capital Management, LLC is a company beneficially owned and controlled by Scott J. Silverman, our sole officer and director. |
| (2) | Based on 11,125,000 shares of common stock outstanding as of November 1, 2017. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Other than the above, none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party:
| (A) | Any of our directors or officers; |
| (B) | Any proposed nominee for election as our director; |
| (C) | Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our common stock; or |
| (D) | Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of our company. |
Director Independence
We do not have any independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:
| ● | the director is, or at any time during the past three years was, an employee of the company; |
| ● | the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); |
| ● | a family member of the director is, or at any time during the past three years was, an executive officer of the company; |
| ● | the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); |
| ● | the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or |
| ● | the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit. |
Matthew Nordgren was not considered independent at September 30, 2016 because he is an executive officer of the Company and Scott Silverman is not considered independent because e is an executive officer at this time.
We do not currently have a separately designated audit, nominating or compensation committee.
Item 14. Principal Accounting Fees and Services.
Audit Fees
For the Company’s fiscal year ended September 30, 2016 and 2015, we have incurred $10,306 and $10,305, respectively, for professional services rendered for the audit and reviews of our financial statements.
All Other Fees (including, Audit Related Fees and Tax Fees)
None.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
| ● | approved by our audit committee; or |
| ● | entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management. |
We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.
The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records addressing the percentage of pre-approved audit fees. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.
PART IV
Item 15. EXHIBITS
(a) Exhibits
| (1) | Referred to and incorporated by reference to the Current Report on Form 8-K filed on June 24, 2013. |
| (2) | Referred to and incorporated by reference to the Annual Report on Form 10-K filed on March 6, 2014. |
In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| INSPIRED BUILDERS, INC. |
| | |
Date: November 1, 2017 | By: | /s/ Scott J. Silverman |
| | Scott J. Silverman
Chief Executive Officer and
Chief Financial Officer
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | | Capacity | | Date |
| | | | |
/s/Scott J. Silverman | | Chief Executive Officer and Chief Financial Officer | | November 1, 2017 |
Scott J. Silverman | | (Principal Executive Officer and Principal Financial Officer)
and Sole Director | | |
10F-13