UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
FORMForm 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TOUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: June 30, 2021
For the quarterly period ended December 31, 2017
or
☐ TRANSITION REPORT PURSUANT TOUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to______.__________ to __________
Commission File Number: ________________
333-171636GUSKIN GOLD CORP.
Inspired Builders, Inc.
(Exact name of registrant as specified in its Charter)charter)
Nevada | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| ||
(786) 323-79004500 Great America Parkway, PMB 38, Ste 100
Santa Clara, CA 95054
(Address of principal executive offices, Zip Code)
(408) 766-1511
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
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 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”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 ☒ | Smaller reporting company | ||
Emerging growth company |
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.Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No ☐
Indicate theThe number of shares outstanding of each of the issuer’s classes of common equity: 101,125,525 shares of the registrant’s common stock par value of $0.001 per share, were outstanding as of January 26, 2018.October 1, 2021 was 50,461,265.
Inspired Builders, Inc.FORM 10-Q
GUSKIN GOLD CORP.
Quarterly Report on Form 10-QFKA INSPIRED BUILDERS, INC.
December 31, 2017June 30, 2021
TABLE OF CONTENTS
i
FORWARD LOOKING STATEMENTS
PART I - FINANCIAL INFORMATION
This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.
Item 1 –
Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial StatementsCondition and Results of Operations” in our report on Form 10-K which was filed with the SEC on January 8, 2021 (the “10-K”), in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
We file reports with the SEC. The following unaudited interim financialSEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of Inspired Builders, Inc. (referredthe Public Reference Room by calling the SEC at 1-800-SEC-0330.
We undertake no obligation to hereinrevise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the “Company,” “we,” “us” or “our”) are included invarious disclosures made throughout the entirety of this quarterly report, on Form 10-Q:
INSPIRED BUILDER, INC
CONDENSED BALANCE SHEETS
December 31, | September 30, | |||||||
2017 | 2017 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Asset | $ | - | $ | - | ||||
Total assets | $ | - | $ | - | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 68,727 | $ | 61,313 | ||||
Loan payable - related party | 15,125 | - | ||||||
Notes Payable – related party | 2,500 | 2,500 | ||||||
Total current liabilities | 86,352 | 63,813 | ||||||
Stockholders’ deficit: | ||||||||
Preferred Stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding Common stock, $0.001 par value, 250,000,000 and 50,000,000 shares authorized, 101,125,000 and 11,125,000 shares issued and outstanding, respectively | 101,125 | 11,125 | ||||||
Additional paid in capital | 1,232,013 | 1,232,013 | ||||||
Accumulated deficit | (1,419,490 | ) | (1,306,951 | ) | ||||
Total Stockholders’ deficit | (86,352 | ) | (63,813 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | - | $ | - |
See accompanying noteswhich are designed to advise interested parties of the risks and factors that may affect our business, financial statements
condition, results of operations and prospects.
ii
PART I. FINANCIAL INFORMATION
GUSKIN GOLD CORP. AND SUBSIDIARIES
FKA INSPIRED BUILDERS, INC.
CONDENSED STATEMENTSCONSOLIDATED BALANCE SHEETS
June 30, 2021 (Unaudited) | September 30, 2020 | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash | $ | 1,276 | $ | 13,767 | ||||
Total current assets | 1,276 | 13,767 | ||||||
Investment in Mineral Rights | 5,426 | - | ||||||
Total non current assets | 5,426 | - | ||||||
TOTAL ASSETS | $ | 6,702 | $ | 13,767 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
CURRENT LIABILITIES: | ||||||||
Accounts payable and Accrued Expenses | $ | 73,865 | $ | 22,549 | ||||
Loan payable – Related Party | 149,357 | 30,390 | ||||||
Convertible notes payable (net of unamortized discount) | 45,000 | 45,764 | ||||||
Notes payable | 7,500 | 7,500 | ||||||
Derivative liability | 8,415,006 | 2,125,113 | ||||||
TOTAL LIABILITIES | 8,690,728 | 2,231,316 | ||||||
Commitments and Contingencies (See Note 10) | - | - | ||||||
STOCKHOLDERS’ DEFICIT | ||||||||
Preferred stock, par value $0.001 per share; 5,000,000 shares authorized; none shares issued and outstanding at June 30, 2021 and September 30, 2020, respectively | - | - | ||||||
Common stock, par value $0.001 per share; 250,000,000 shares authorized; 50,461,265 and 29,211,265 shares issued and outstanding at June 30, 2021 and September 30, 2020, respectively | 50,461 | 29,211 | ||||||
Additional paid in capital | 1,623,566 | (2,175,610 | ) | |||||
Accumulated deficit | (10,358,053 | ) | (71,150 | ) | ||||
TOTAL STOCKHOLDERS’ DEFICIT | (8,684,026 | ) | (2,217,549 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 6,702 | $ | 13,767 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
GUSKIN GOLD CORP. AND SUBSIDIARIES
FKA INSPIRED BUILDERS, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
For the Three Months Ended December 31, | ||||||||
2017 | 2016 | |||||||
OPERATING EXPENSES | ||||||||
General and administrative | $ | 112,507 | $ | 34,084 | ||||
Total operating expenses | 112,507 | 34,084 | ||||||
LOSS FROM OPERATIONS | (112,507 | ) | (34,084 | ) | ||||
Other expenses | ||||||||
Interest expense | 32 | 11,505 | ||||||
Net Loss before provision for income taxes | (112,539 | ) | (45,589 | ) | ||||
Provision for income taxes | - | - | ||||||
NET LOSS | $ | (112,539 | ) | $ | (45,589 | ) | ||
Net loss per share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted average number of shares outstanding during the period - basic and diluted | 23,842,391 | 11,125,000 |
For Three Months Ended | For the period from May 28, 2020 (inception) to | For Nine Months Ended | For the period from May 28, 2020 (inception) to | |||||||||||||
June 30, 2021 | June 30, 2020 | June 30, 2021 | June 30, 2020 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
Operating Expenses: | ||||||||||||||||
Stock based compensation | $ | - | $ | - | $ | 2,340,000 | $ | - | ||||||||
Professional fees | 33,767 | 38,170 | 127,598 | 38,170 | ||||||||||||
General and administrative expenses | 39,583 | 1,630 | 79,561 | 1,630 | ||||||||||||
Total Operating Expenses | 73,350 | 39,800 | 2,547,159 | 39,800 | ||||||||||||
Loss from operations | (73,350 | ) | (39,800 | ) | (2,547,159 | ) | (39,800 | ) | ||||||||
Other Expense | ||||||||||||||||
Change in fair value of derivative | (7,650,004 | ) | - | (7,649,893 | ) | - | ||||||||||
Interest expense | (20,125 | ) | (26 | ) | (89,851 | ) | (26 | ) | ||||||||
Total other expense | (7,670,129 | ) | (26 | ) | (7,739,744 | ) | (26 | ) | ||||||||
Net loss before income tax provision | (7,743,479 | ) | (39,826 | ) | (10,286,903 | ) | (39,826 | ) | ||||||||
Provision for income tax | - | - | - | - | ||||||||||||
Net loss | $ | (7,743,479 | ) | $ | (39,826 | ) | $ | (10,286,903 | ) | $ | (39,826 | ) | ||||
Net loss per common share | ||||||||||||||||
Basic and diluted | $ | (0.16 | ) | $ | (0.00 | ) | $ | (0.26 | ) | $ | (0.00 | ) | ||||
Weighted average common shares outstanding | ||||||||||||||||
Basic and diluted | 48,266,210 | 27,387,879 | 39,314,206 | 27,387,879 |
SeeThe accompanying notes toare an integral part of these unaudited condensed consolidated financial statementsstatements.
GUSKIN GOLD CORP. AND SUBSIDIARIES
FKA INSPIRED BUILDERS, INCINC.
CONDENSED STATEMENTSCONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
For the Three and Nine Months ended June 30, 2021
Preferred stock Shares | Preferred Stock: Par Value | Common Stock: Shares | Common Stock: Par Value | Additional Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||||||||
Balance – September 30, 2020 | - | $ | - | 29,211,265 | $ | 29,211 | $ | (2,175,610 | ) | $ | (71,150 | ) | $ | (2,217,549 | ) | |||||||||||||
In-kind service contribution | - | - | - | - | 5,000 | - | 5,000 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (75,239 | ) | (75,239 | ) | |||||||||||||||||||
Balance – December 31, 2020 (Unaudited) | - | - | 29,211,265 | 29,211 | (2,170,610 | ) | (146,389 | ) | (2,287,788 | ) | ||||||||||||||||||
In-kind service contribution | - | - | - | - | 15,000 | - | 15,000 | |||||||||||||||||||||
Common stock issued for services – related party | - | - | 13,000,000 | 13,000 | 2,327,000 | - | 2,340,000 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (2,468,185 | ) | (2,468,185 | ) | |||||||||||||||||||
Balance – March 31, 2021 (Unaudited) | - | - | 42,211,265 | 42,211 | 171,390 | (2,614,574 | ) | (2,400,973 | ) | |||||||||||||||||||
In-kind service contribution | - | - | - | - | 15,000 | - | 15,000 | |||||||||||||||||||||
Common stock issued for conversion of convertible notes payable | - | - | 8,000,000 | 8,000 | 1,432,000 | - | 1,440,000 | |||||||||||||||||||||
Common stock issued for mineral rights | - | - | 250,000 | 250 | 5,176 | - | 5,426 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (7,743,479 | ) | (7,743,479 | ) | |||||||||||||||||||
Balance – June 30, 2021 (Unaudited) | - | $ | - | 50,461,265 | $ | 50,461 | 1,623,566 | $ | (10,358,053 | ) | $ | (8,684,026 | ) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
GUSKIN GOLD CORP. AND SUBSIDIARIES
FKA INSPIRED BUILDERS, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
For the period from May 28, 2020 (inception) to June 30, 2021
Preferred stock Shares | Preferred Stock: Par Value | Common Stock: Shares | Common Stock: Par Value | Additional Paid-in Capital | 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 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (39,826 | ) | (39,826 | ) | |||||||||||||||||||
Balance – June 30, 2020 | - | $ | - | 28,200,000 | $ | 28,200 | $ | - | $ | (39,826 | ) | $ | (11,626 | ) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
GUSKIN GOLD CORP. AND SUBSIDIARIES
FKA INSPIRED BUILDERS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Three Months Ended December 31, | ||||||||
2017 | 2016 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (112,539 | ) | $ | (45,589 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Stock issued for services | 90,000 | - | ||||||
Changes in operating assets and liabilities: | ||||||||
Increase / (Decrease) in accounts payable and accrued interest | 7,414 | 45,589 | ||||||
Net Cash Provided By Operating Activities | (15,125 | ) | - | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Loans from related party | 15,125 | - | ||||||
Net Cash Provided By Financing Activities | 15,125 | - | ||||||
NET DECREASE IN CASH | - | - | ||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | - | - | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | - | $ | - | ||||
Supplemental disclosure of non cash investing & financing activities: | ||||||||
Adjustments to APIC from forgiven interest for related party loans | $ | - | $ | 220,732 | ||||
Adjustments to APIC from forgiven accrued salary | $ | - | $ | 270,000 | ||||
Adjustments to APIC from forgiven related party notes | $ | - | $ | 587,406 |
For the Nine Months Ended | For the period from May 28, 2020 (inception) to | |||||||
June 30, 2021 | June 30, 2020 | |||||||
(Unaudited) | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | $ | (10,286,903 | ) | $ | (39,826 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Amortization of debt discount | 79,236 | - | ||||||
Change in fair value of derivative liability | 7,649,893 | - | ||||||
In-kind contribution of service | 35,000 | - | ||||||
Common stock issued for services | 2,340,000 | 13,200 | ||||||
Common stock issued for founder | - | 15,000 | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expense | - | (3,940 | ) | |||||
Accounts payable and accrued expenses | 51,316 | 26 | ||||||
Net Cash Used in Operating Activities | (131,458 | ) | (15,540 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Proceeds from related party debt, net of repayment | 118,967 | 15,540 | ||||||
Net Cash Provided by Financing Activities | 118,967 | 15,540 | ||||||
NET CHANGE IN CASH | (12,491 | ) | - | |||||
CASH - BEGINNING OF PERIOD | 13,767 | - | ||||||
CASH - END OF PERIOD | $ | 1,276 | $ | - | ||||
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
Cash paid for income taxes | $ | - | $ | - | ||||
Cash paid for interest | $ | - | $ | - | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
Common stock issued for conversion of convertible notes payable | $ | 1,440,000 | $ | - | ||||
Convertible notes payable converted to common stock | $ | 80,000 | ||||||
Derivative liability extinguished upon conversion of convertible notes | $ | 1,360,000 | $ | - | ||||
Investment in mineral rights | $ | 5,426 | $ | - |
SeeThe accompanying notes toare an integral part of these unaudited condensed consolidated financial statementsstatements.
Inspired Builders, Inc.
GUSKIN GOLD CORP. AND SUBSIDIARIES
FKA INSPIRED BUILDERS, INC.
NOTES TO CONDENSED INTERIMCONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2021
(Unaudited)
December 31, 2017
(Unaudited)Note 1 – Organization and Basis of Accounting
NOTE 1. GENERAL ORGANIZATION AND BUSINESSBasis 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 Edward Somuah was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and sole director.
Guskin 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.
On September 3, 2020, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with GGC, and the controlling stockholders of GGC (the “GGC Shareholders”). Pursuant to the positionsShare Exchange Agreement, the Company acquired One Hundred Percent (100%) the issued and outstanding equity interest of CEO, CFO, Chief Accounting OfficerGGC from the GGC Shareholders (the “GGC Shares”) and Secretary.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 accompanying unaudited condensedShare 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, accordingly the transactions contemplated by the Share Exchange Agreement have been preparedsatisfied, accordingly the Share Exchange Agreement is closed (“Closing”).
The Company filed the Amended Articles of Incorporation effecting the Name Change with the Nevada Secretary of State, effective November 30, 2020. As previously reported, shareholders approved the Name Change and Symbol Change on September 22, 2020 in connection with the Closing of the Share Exchange Agreement between the Company and Guskin Gold Corp.
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. The Company’s CUSIP also changed to 40330L100.
GUSKIN GOLD CORP. AND SUBSIDIARIES
FKA INSPIRED BUILDERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2021
(Unaudited)
Joint venture with AEMG
On June 10, 2021, the Board of Directors of the Company ratified entry into a Joint Venture & Partnership Agreement (the “JV Agreement”) with Africa Exploration & Minerals Group Limited, a company incorporated in Ghana (the “AEMG”), dated June 1, 2021, which sets forth the terms and conditions of a joint venture and partnership (the “Partnership”) between AEMG and the Company relating to precious metal, minerals and mining exploration activities in the Country of Ghana. Additionally, AEMG granted to the Company an exclusive option to earn and acquire up to a 50% ownership interest in certain project, properties and concession located in the Country of Ghana in which AEMG has an interest (the “Ghana Option Interest”). The initial project that the Parties shall endeavor to undertake pursuant to the Partnership is approximately 1 square km or 247 acres of land, (which is approximately 61.75 Ghana acers) of the Shewn Edged Pink Concession (the “Concession”). The Parties intend this to be an unincorporated contractual joint venture in respect of the exploration, development, exploitation and operation of the Concession. Each additional project relating to the Ghana Option Interest, and agreed to be made part of, and undertaken by the Partnership, shall be governed by individual “Operating Agreements” setting forth the terms and conditions relating to each project specifically.
The specific terms and conditions relating to the operations of the Concession are set forth in that certain Operating Agreement (“Operating Agreement”), which is attached to the JV Agreement as Schedule A.
The Company has formed a wholly owned subsidiary incorporated in Ghana and duly authorized to conduct business in precious metals and in mining activities in Ghana named Guskin Gold Ghana #1 Limited. All operations relating to the Concession will be undertaken by Guskin Gold Ghana #1 Limited. The Company has indirect ownership of 100 percent of the issued and outstanding membership interests of Guskin Gold Ghana #1 Limited.
As consideration for the Partnership and the Ghana Option Interest, the Company shall advance to AEMG, or other parties as directed by AEMG, and as mutually agreed to by the Parties, a financing (“Financing”) in the aggregate of Five Hundred Thousand ($500,000) dollars, to be remitted in accordance with accounting principles generally accepteda work program and budget. Such funds advanced as part of the Financing shall not be considered a capital contribution relating to the operations of the Partnership but shall be a debt due from the operations of the Partnership to the Company which shall be repaid from proceeds derived from operations, or upon the dissolution and liquidation of the operation. Additionally, the Company shall issue an aggregate 2,000,000 restricted common shares the Company’s common stock, at a per share valuation yet to be determined upon achieving certain milestones. Such Shares shall be earned and issued based on reaching and completion of certain milestones, which are fully set forth in the JV Agreement and Operating Agreement.
The United StatesCompany and AEMG, agreed to a Due Diligence Period of Americaforty-five (45) days from the date of execution of JV Agreement for the Parties to conduct relevant due diligence relating to each Party and the rules and regulationsConcessions. To this end Company management has traveled to Ghana to perform physical inspection of the SecuritiesConcession and Exchange Commission for interim financial information. Accordingly,other relevant due diligence. As per the terms and conditions of the Operating Agreement, it will Close automatically without any action from either Party upon the expiration of the Due Diligence Period, unless a Party hereto notifies the other, in writing, that they do not include all ofintend to Close the information necessary for a comprehensive presentation of financial positionOperating Agreement and results of operations. The unaudited interim financial statements should be read in conjunctionmove forward with the financial statements and related notes included in our Annual Reporttransactions outlined therein. There are no proven mineral reserves on form 10-K for the year ended SeptemberShewn Edged Pink Concession as of June 30, 2017, filed with the SEC on November 11, 2017. The interim results for the period ended December 31, 2017 are not necessarily indicative of expected results for the full fiscal year. It is management’s opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.2021.
Note 2 – Summary of significant accounting policies
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Use of Estimates
The preparation ofCompany’s interim unaudited condensed consolidated financial statements included in conformitythis Quarterly Report on Form 10-Q (this “Quarterly Report”) have been prepared in accordance with U.S.accounting principles generally accepted accounting principles requiresin the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to make estimatespresent fairly our results of operations for the three and assumptions that affectnine months ended June 30, 2021 and cash flows for the amounts reportednine months ended June 30, 2021 and our financial position at June 30, 2021 have been made. The Company’s results of operations for the three and nine months ended June 30, 2021 are not necessarily indicative of the operating results to be expected for the full fiscal year ending September 30, 2021.
GUSKIN GOLD CORP. AND SUBSIDIARIES
FKA INSPIRED BUILDERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2021
(Unaudited)
Certain information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have been condensed or omitted from the Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended September 30, 2020. The September 30, 2020 balance sheet is derived from those statements.
Principles of Consolidation
The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying notes. Such estimates and assumptions impact, among others,consolidated financial statements include the following; estimatesaccounts of the probabilityCompany, GGC and potential magnitude of contingent liabilities, the valuation allowance for deferred tax assets due to continuing operating losses, valuation of shares issued in connection with the purchase of real estate, the valuation of the real estateGuskin Gold Ghana #1 Limited (from June 2, 2021, inception date), its wholly owned subsidiaries. All intercompany accounts, balances and the evaluation of any impairment on the real estate.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate 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 changetransactions have been eliminated in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.consolidation.
Cash and Cash Equivalents
Cash andFor purposes of reporting within the statements of cash equivalents are reported inflows, the balance sheet at cost, which approximates fair value. For the purpose of the financial statementsCompany considers all cash equivalents includeon hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid investmentsdebt instruments purchased with an originala maturity of three months or less when purchased. There were noto be cash equivalents at December 31, 2017 and 2016, respectively.cash equivalents.
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 June 30, 2021 and 2020, the Company hashad 4,500,000 shares and 0 and 20,833 sharesshare of common stock issuable upon conversion of convertible notes payable that were not included in the computation of dilutivewhich are excluded from loss per share becausecalculation as their inclusion is anti-dilutive for the periods ended December 31, 2017 and September 30, 2017, respectively.effect are anti-dilutive.
Inspired Builders, Inc.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
December 31, 2017
(Unaudited)
Income Taxes
The Company accounts for income taxes in accordance with generally accepted accounting principles, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between financial statement and income tax bases of assets and liabilities that will result in taxable 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 reduce deferred tax assets and liabilities to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period adjusted for the change during the period in deferred tax assets and liabilities.
The Company follows the accounting requirements associated with uncertainty 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 not the positions will be sustained upon examination by the tax authorities. It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of December 31, 2017, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. All tax returns from fiscal years 2010 to 2016 are subject to IRS audit.
Fair Value of Financial Investments
The fair value of cash and cash equivalents, accounts payable, accrued liabilities, and notes payable approximates the carrying amount of these financial instruments due to their short-term maturity.
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.
Fair Value of Financial Investments
Revenue
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 Cost Recognitionexpands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2021.
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:
The Company has no current source of revenue; therefore,
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).
GUSKIN GOLD CORP. AND SUBSIDIARIES
FKA INSPIRED BUILDERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2021
(Unaudited)
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 values. These financial instruments include cash, accounts payable, accrued liabilities, convertible notes, loans payable, and notes payable. Fair values were assumed to approximate carrying values for these financial instruments due to their short-term maturities.
We account for derivative liability at fair value on a recurring basis under level 3 at June 30, 2021 (see Note 8).
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of 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 June 30, 2021 and September 30, 2020, the Company had a derivative liability of $8,415,006 and $ $2,125,113, respectively.
Impairment of Long-lived Assets
We review and evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated undiscounted pretax future cash flows are less than the carrying amount of the asset. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of future cash flows from other asset groups. An impairment loss is measured by discounted estimated future cash flows, and recorded by reducing the asset's carrying amount to fair value. Future cash flows are estimated based on estimated quantities of recoverable minerals, expected gold prices (considering current and historical prices, trends and related factors), production levels, operating costs, capital requirements and reclamation costs, all based on life-of-mine plans.
Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization other than proven and probable reserves are included when determining the fair value of mine site asset groups at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of gold, silver, lead and zinc that will be obtained after taking into account losses during ore processing and treatment. Estimates of recoverable minerals from exploration stage mineral interests are risk adjusted based on management’s relative confidence in such materials. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those risk factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material could ultimately be mined economically. Assets classified as exploration potential have the highest level of risk that the carrying value of the asset can be ultimately realized, due to the still lower level of geological confidence and economic modeling.
Gold prices are volatile and affected by many factors beyond the Company’s control, including prevailing interest rates and returns on other asset classes, expectations regarding inflation, speculation, currency values, governmental decisions regarding precious metals stockpiles, global and regional demand and production, political and economic conditions and other factors may affect the key assumptions used in the Company’s impairment testing. Various factors could impact our ability to achieve forecasted production levels from proven and probable reserves. Additionally, production, capital and reclamation costs could differ from the assumptions used in the cash flow models used to assess impairment. Actual results may vary from the Company’s estimates and result in additional impairment charges.
GUSKIN GOLD CORP. AND SUBSIDIARIES
FKA INSPIRED BUILDERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2021
(Unaudited)
Recent Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The FASB's amendments primarily impact ASC 740, Income Taxes, and may impact both interim and annual reporting periods. ASU 2019-12 will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2019-12.
All other newly issued accounting pronouncements but not yet adopted any policy regarding the recognition of revenue or cost.
Recent accounting pronouncements
The Company has reviewed the Accounting Standards Updates through ASU No. 2016-01 and these updates have no current applicability to the Company or their effect on the financial statements would noteffective have been significant.deemed either immaterial or not applicable.
Note 3 - Going Concern
NOTE 3. GOING CONCERN
As reflected in the accompanying condensed consolidated financial statements, the Company has a net loss of $112,539$10,286,903 for the nine months ended June 30, 2021. In addition, the Company has an accumulated deficit of $10,358,053 and a working capital deficit of $86,352$8,689,452 as of December 31, 2017. In addition,June 30, 2021.
The accompanying consolidated financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not had constructionyet established an ongoing source of revenues since May 2011sufficient to cover its operating costs and the only prospect for positive cash flow is through the issuancedependent on debt and equity financing to fund its operations. Management of common stock or debt. If the Company does not beginis making efforts to generate sufficient revenue or 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 concernconcern.
Note 4 – Investment in mineral rights
On June 10, 2021, the Board of Directors of the Company ratified entry into a Joint Venture & Partnership Agreement (the “JV Agreement”) with Africa Exploration & Minerals Group Limited, a company incorporated in Ghana (the “AEMG”), dated June 1, 2021, Additionally, AEMG granted to the Company an exclusive option to earn and acquire up to a 50% ownership interest in certain project, properties and concession located in the Country of Ghana in which AEMG has an interest (the “Ghana Option Interest”). The initial project that the Parties shall endeavor to undertake pursuant to the Partnership is dependentapproximately 1 square km or 247 acres of land, (which is approximately 61.75 Ghana acers) of the Shewn Edged Pink Concession (the “Concession”). The Parties intend this to be an unincorporated contractual joint venture in respect of the exploration, development, exploitation and operation of the Concession. The Company has formed a wholly owned subsidiary incorporated in Ghana and duly authorized to conduct business in precious metals and in mining activities in Ghana named Guskin Gold Ghana #1 Limited. All operations relating to the Concession will be undertaken by Guskin Gold Ghana #1 Limited. The Company, through Guskin Gold Ghana #1 Limited now holds 25% non controlling interest of the Shewn Edged Pink Concession. The JV is considered as an unincorporated legal entity for accounting purposes, in accordance with ASC 323, therefore the Company has elected to account for all activity related to the JV under proportional consolidation of the results of operations. The Company issued 250,000 restricted common shares the Company’s common stock, at a per share valuation of $0.0217 per share (the “Shares”) for a total fair value of $5,426. There are no proven mineral reserves 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 continueShewn Edged Pink Concession as a going concern.of June 30, 2021.
NOTE 4. LOAN PAYABLE – RELATED PARTY
On October 17, 2017, our CEO loaned the Company $14,300. The loan is interest free and is payable on demand.
On October 20, 2017, our CEO loaned the Company $825. The loan is interest free and is payable on demand.
GUSKIN GOLD CORP. AND SUBSIDIARIES
Inspired Builders, Inc.FKA INSPIRED BUILDERS, INC.
NOTES TO CONDENSED INTERIMCONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2021
(Unaudited)
Note 5 – Loans Payable - Related Party and Related Party Transactions
December 31, 2017
(Unaudited)
NOTE 5. NOTES PAYABLE – RELATED PARTIES
On January 13, 2012,June 1, 2020, the Company entered into a 12-monthloan agreement with Naana Asante, our Chief Executive Officer, in the amount of $1,630 for expenses paid for on behalf of the Company. From June 2020 through September 2020, the Company received an additional $4,854 from our Chief Executive Officer for expenses paid on behalf of the Company. The unsecured promissoryloan mature on June 1, 2021 and bears an interest rate of 2.5%. During the nine months ended June 30, 2021, the Company repaid $3,097 of the loan. As of June 30, 2021 a total of $3,387 remains outstanding. This loan is currently in default.
During the nine months ended June 30, 2021, the Company received additional loans totaled to $105,064 from our Chief Executive Officer. These loans mature on February 5, 2022, February 22, 2022, March 26, 2022, April 10, 2022 and May 19, 2022. As of June 30, 2021 a total of $105,064 remains outstanding. As of June 30, 2021, the accrued interests totaled to $825 on the loans outstanding due to our Chief Executive Officer.
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%. This loan is currently in default. As of June 30, 2021, the accrued interest was $255.
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 member of Board of Directors. As of June 30, 2021, 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.
On January 4, 2021, the Company entered into a loan agreement in the amount of $17,000 from a related third party. The loan is unsecured and bears an interest rate of 2.5% and is payable one year from the date of signing. As of June 30, 2021, the accrued interest was $204.
Note 6 – Note payable
On September 22, 2020, the Company entered into a loan agreement with a third 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 June 30, 2021, $7,500 of note payable remains outstanding. As of June 30, 2021, the accrued interest was $145.
Note 7 – Convertible notes
On September 22, 2020, the Company assumed a convertible note offering of up to $3,000,000 under regulation S as part of 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 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 Company intends to regularly issue notes payable which are convertible at a discount of the trading price 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 company 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 fair value of the embedded conversion feature on issuance dates.
On April 16, 2021 the holder of the note in the amount of $211,000. Interest accrues$15,000 converted all of its note into 1,500,000 shares of common stock valued at $270,000 or $0.18 per share and the unamortized discount at the date of conversion of $542 was expensed to interest expense.
On April 17, 2021 the holder of the note in arrearsthe amount of $15,000 converted all of its note into 1,500,000 shares of common stock valued at $270,000 or $0.18 per share and the unamortized discount at the date of conversion of $500 was expensed to interest expense.
On April 18, 2021 the holder of the note in the amount of $25,000 converted all of its note into 2,500,000 shares of common stock valued at $450,000 or $0.18 per share and the unamortized discount at the date of conversion of $1,875 was expensed to interest expense.
GUSKIN GOLD CORP. AND SUBSIDIARIES
FKA INSPIRED BUILDERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2021
(Unaudited)
On April 19, 2021 the holder of the note in the amount of $25,000 converted all of its note into 2,500,000 shares of common stock valued at $450,000 or $0.18 per share and the unamortized discount at the date of conversion of $5,554 was expensed to interest expense.
Amortization of debt discount for the nine months ended June 30, 2021 totaled to $70,765. As of June 30, 2021, accrued interest on these notes totaled to $14,056.
Carrying value of Convertible Notes as of June 30, 2021 (Unaudited) | $ | 45,000 | |
Less: debt discount | - | ||
Carrying value of Convertible Notes, net as of June 30, 2021 (Unaudited) | $ | 45,000 |
Note 8 – Derivative liability
The Company has determined that the variable conversion prices under its convertible notes caused the embedded conversion feature to be a financial derivative. The derivative instruments were valued at loan origination date, date of debt conversion and at June 30, 2021. The fair values of the derivative liabilities related to the conversion options of these notes was estimated on the outstanding principal attransaction dates (loan original date and reporting date) using the rate of ten percent (10.00%) per annum. Interest shall be payable onBlack Scholes option pricing model, under 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 maturityfollowing assumptions:
June 30, | ||||
2021 (Unaudited) | ||||
Shares of common stock issuable upon exercise of debt | 4,500,000 | |||
Estimated market value of common stock on measurement date | $ | 1.88 | ||
Exercise price | $ | 0.01 | ||
Risk free interest rate (1) | 0.01 | % | ||
Expected dividend yield (2) | 0.00 | % | ||
Expected volatility (3) | 50.51 – 65 | % | ||
Expected exercise term in years (4) | 0.09 - 0.2 |
(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 loanderivative liabilities related to the Convertible Notes 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 onnine months ended June 26, 2014, the Company borrowed $3,080, the loans maturity dates were further extended to February 6, 2016 and February 17, 2016, respectively. On November 15, 2016, the Company and the related party entered into a Release and Settlement Agreement whereby $342,519 in principal and $149,258 in accrued interest was forgiven. The transaction was accounted for as contributed capital. The total outstanding principal at December 31, 2017 and September 30, 2017 amounted to $2,500 and $2,500, respectively. Accrued interest at December 31, 2017 and September 30, 2017, amounted to $505 and $473, respectively.2021 is summarized as:
Fair value at June 30, | Quoted market prices for identical assets/liabilities | Significant other observable inputs | Significant unobservable inputs | |||||||||||||
2021 (Unaudited) | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Derivative Liability | $ | 8,415,006 | $ | - | $ | - | $ | 8,415,006 |
NOTE 6. COMMITMENTS
GUSKIN GOLD CORP. AND CONTINGENCIESSUBSIDIARIES
FKA INSPIRED BUILDERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2021
(Unaudited)
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.
Derivative Liability | ||||
Derivative liability as of September 30, 2020 | $ | 2,125,113 | ||
Change in fair value of derivative liability | 7,649,893 | |||
Derivative liability extinguished upon conversion of convertible notes | (1,360,000 | ) | ||
Derivative liability as of June 30, 2021 (Unaudited) | $ | 8,415,006 |
NOTE 7. SHAREHOLDERS’ EQUITY
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 | 8,415,006 | |||
Change in fair value of derivative liability at the end of the period | $ | 8,415,006 |
On December 18, 2017, the Company increased its authorized common shares from 50,000,000 shares to 250,000,000.
** | The fair value at the remeasurement date is equal to the carrying value on the balance sheet. |
On December 18, 2017, the Company issued 90,000,000 common shares with a fair value of $90,000 to JJL Capital Management, LLC, a company beneficially owned and controlled by our CEO for services rendered to the Company by our CEO.
Note 9 – Concentration of Credit Risk
NOTE 8. CONCENTRATION OF CREDIT RISK
The Company relies heavily on the support of its president, majority shareholder and majority shareholder.unrelated third parties. A withdrawal of this support, for any reason, will have a material adverse effect on the Company’s financial position and its operations.
NOTE 9. RELATED PARTY TRANSACTIONSNote 10 – Commitment and Contingencies
In March 2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the 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 as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have had a minimal impact on our day to day operations. However, the appearance of new variants such as Delta, and uncertainty regarding vaccine policies and travel restrictions could impact our business. The extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19. The Company is unable to predict the ultimate impact at this time.
On January 13, 2012,June 1, 2020, (the “commencement date”) the Company entered into a 12-month unsecured promissoryconsulting agreement with Dr. Kweku Ainuson to provide consulting services on as needed basis. The consultant 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 provide 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 quarter.
On August 31, 2020, (the “commencement date”) the Company entered into a three-month term consulting agreement with a consultant to provide consulting services on as needed basis. The consultant shall be responsible to perform business development and general consulting services on a non -exclusive basis for and on behalf of the Client in relation to business development, developing and creating operation documents, and will consult with and advise, as necessary and requested, The Client on matters pertaining to its general business operations. As compensation for the services provided by Consultant, the company shall pay the consultant $7,500 in month one, $2,500 in month two and $2,500 in month three. On December 15, 2020, the Company amended the consulting contract for an additional six months from the amendment date. As compensation for the services provided, the Company shall pay the consultant $2,500 per month.
GUSKIN GOLD CORP. AND SUBSIDIARIES
FKA INSPIRED BUILDERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2021
(Unaudited)
On January 12, 2021, the Company, entered into a Consulting Agreement with Edward Somuah, (“Mr. Somuah”) an individual, to memorialize and formalize Mr. Somuah’s commitment and services to the Company. Mr. Somuah is currently a member of the Company’s Board of Directors, the Chief Financial Officer, and Secretary, and shall continue on a full-time basis under this Agreement. Mr. Somuah’s leadership role entails being responsible for day-to-day management decisions and for implementing the Company’s long- and short-term plans, including, but not limited to, Business Development and creation of long-term value for the Company’s organization from customers, markets and relationships; advising and consulting on potential growth opportunities for presentation to management and or to fellow Board of Directors as well as the subsequent support and monitoring of project-by-project implementation; consult and lend experience on potential properties/projects, marketing, financial and or management services, investment banking, mergers and acquisitions, legal, strategic human resources, and or management consulting and other matters from time to time as required for the execution of the Company’s exploration and mining business (collectively, the “Services”). the Company shall pay Mr. Somuah a monthly salary in the total amount $4,500 per month on a ongoing basis. In addition, the Company issued 13,000,000 restricted common shares valued at $2,340,000 to Mr. Somuah in recognition of his services. On July 13, 2021, Edward Somuah, the Company’s current Chief Financial Officer (“CFO”), resigned from his position as CFO and Treasurer. Upon resignment, Mr. Somuah will no longer receive a monthly salary of $4,500 per month. See Note 12.
On June 10, 2021, the Board of Directors of the Company ratified entry into a Joint Venture & Partnership Agreement (the “JV Agreement”) with Africa Exploration & Minerals Group Limited, a company incorporated in Ghana (the “AEMG”), dated June 1, 2021, which sets forth the terms and conditions of a joint venture and partnership (the “Partnership”) between AEMG and the Company relating to precious metal, minerals and mining exploration activities in the Country of Ghana. Additionally, AEMG granted to the Company an exclusive option to earn and acquire up to a 50% ownership interest in certain project, properties and concession located in the Country of Ghana in which AEMG has an interest (the “Ghana Option Interest”). The initial project that the Parties shall endeavor to undertake pursuant to the Partnership is approximately 1 square km or 247 acres of land, (which is approximately 61.75 Ghana acers) of the Shewn Edged Pink Concession (the “Concession”). The Parties intend this to be an unincorporated contractual joint venture in respect of the exploration, development, exploitation and operation of the Concession. Each additional project relating to the Ghana Option Interest, and agreed to be made part of, and undertaken by the Partnership, shall be governed by individual “Operating Agreements” setting forth the terms and conditions relating to each project specifically.
The specific terms and conditions relating to the operations of the Concession are set forth in that certain Operating Agreement (“Operating Agreement”), which is attached to the JV Agreement as Schedule A.
The Company has formed a wholly owned subsidiary incorporated in Ghana and duly authorized to conduct business in precious metals and in mining activities in Ghana named Guskin Gold Ghana #1 Limited. All operations relating to the Concession will be undertaken by Guskin Gold Ghana #1 Limited.
As consideration for the Partnership and the Ghana Option Interest, the Company shall advance to AEMG, or other parties as directed by AEMG, and as mutually agreed to by the Parties, a financing (“Financing”) in the aggregate of Five Hundred Thousand ($500,000) dollars, to be remitted in accordance with a work program and budget. Such funds advanced as part of the Financing shall not be considered a capital contribution relating to the operations of the Partnership but shall be a debt due from the operations of the Partnership to the Company which shall be repaid from proceeds derived from operations, or upon the dissolution and liquidation of the operation. Additionally, the Company shall issue an aggregate 2,000,000 restricted common shares the Company’s common stock, at a per share valuation to be determined based on separate performance obligations (the “Shares”). Such Shares shall be earned and issued based on reaching and completion of certain milestones, which are fully set forth in the JV Agreement and Operating Agreement. In accordance with the JV Agreement, AEMG is entitled to receive approximately 250,000 shares of restricted common stock as of the date of the Partnership agreement. As June 30, 2021, 250,000 shares of restricted common stock valued at $0.0217 per share for a total fair value of $5,426 were issued to AEMG.
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.
GUSKIN GOLD CORP. AND SUBSIDIARIES
FKA INSPIRED BUILDERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2021
(Unaudited)
Note 11 – Common stock
On January 11, 2021, the Company issued 13,000,000 shares of restricted common stock for services valued at $2,340,000 to Edward Somuah as compensation for services rendered.
On April 16, 2021 the holder of the note in the amount of $211,000. Interest accrues in arrears on$15,000 converted all of its note into 1,500,000 shares of common stock valued at $270,000 or $0.18 per share and the outstanding principalunamortized discount at the ratedate of ten percent (10.00%)conversion of $542 was expensed to interest expense.
On April 17, 2021 the holder of the note in the amount of $15,000 converted all of its note into 1,500,000 shares of common stock valued at $270,000 or $0.18 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 Companyshare and the related party agreedunamortized discount at the date of conversion of $500 was expensed to extendinterest expense.
On April 18, 2021 the maturityholder of the loan for an additional yearnote in the amount of $25,000 converted all of its note into 2,500,000 shares of common stock valued at $450,000 or until January 13, 2014. The loan maturity dates were further extended$0.18 per share and the unamortized discount at the date of conversion of $1,875 was expensed to January 13, 2016. interest expense.
On May 22, 2012,April 19, 2021 the Company borrowed an additional $32,714 fromholder of the related party,note in the amount of $25,000 converted all of its note into 2,500,000 shares of common stock valued at $450,000 or $0.18 per share and the unamortized discount at the date of conversion of $5,554 was expensed to interest expense.
On June 10, 2021, in accordance with the same terms,JV Agreement, AEMG is entitled to receive approximately 250,000 shares of restricted common stock as of the loan maturity dates were extended to January 13, 2016. On September 17, 2012,date of 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 onPartnership agreement. As June 26, 2014, the Company borrowed $3,080, the loans maturity dates were further extended to February 6, 2016 and February 17, 2016, respectively. On November 15, 2016, the Company and the related party entered into30, 2021, 250,000 shares of restricted common stock valued at $0.0217 per share for a Release and Settlement Agreement whereby $342,519 in principal and $149,258 in accrued interest was forgiven. The transaction was accounted for as contributed capital. The total outstanding principal at December 31, 2017 and September 30, 2017 amounted to $2,500 and $2,500, respectively. Accrued interest at December 31, 2017 and September 30, 2017, amounted to $505 and $473, respectively.
On October 17, 2017, our CEO loaned the Company $14,300. The loan is interest free and is payable on demand.
On October 20, 2017, our CEO loaned the Company $825. The loan is interest free and is payable on demand.
On December 18, 2017, the Company issued 90,000,000 common shares with a fair value of $90,000$5,426 were issued to JJL Capital Management, LLC, a company beneficially owned and controlled by our CEO for services rendered to the Company by our CEO.
NOTE 10. SUBSEQUENT EVENTAEMG.
On January 8, 2018, our CEO entered into an unsecured note payable for $3,000 with an interest rateAs of 0% due upon demand by the holder.
On January 12, 2018, the Company entered into a settlement and release agreement with Anslow & Jaclin, LLP and Richard Anslow to settle an outstanding legal invoice forJune 30, 2021, a total of $8,000 to be paid when50,461,265 shares of common stock with par value $0.001 remain outstanding.
During the three and nine months ended June 30, 2021, the Company completes a changereceived in control.kind services from the Chief Executive Officer for time spent. The Company recorded in kind service contributions valued at $15,000 and $35,000, respectively. This is recorded in additional paid in capital.
Note 12 – Subsequent Events
On January 25, 2018, our CEO entered intoJuly 13, 2021, Edward Somuah, the Company’s Chief Financial Officer (“CFO”), resigned from his position as CFO and Treasurer, and concurrently. Mr. Mario Beckles, age 47, was appointed as the Company’s new CFO and Treasurer. Mr. Somuah shall remain as the Company’s current President, Secretary, and as a member of the Company’s Board of Directors. Upon resignment, Mr. Somuah will no longer receive a monthly salary of $4,500 per month.
During the period from July 1, 2021 to September 30, 2021, the Company received funds from an unsecured note payableunrelated third party in the amount of $110,000 in exchange for $109, with an interest rate440,000 shares of 0% due upon demand bycommon stock. The Company advanced $67,000 of these funds to AEMG under the holder.JV agreement (see Note 10).
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. Management’s DiscussionBusiness Development
This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and Analysiscash flows of Financial Conditionthe Company for the nine months ended June 30, 2021. The discussion and Results of Operations.
This quarterly reportanalysis that follows should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-Q10-K. Except for historical information, the matters discussed in this section are forward looking statements that involve risks and other reports filed by Inspired Builders, Inc. (the “Company”) from time to time with the SEC (collectively, the “Filings”) contain or may contain forward-looking statementsuncertainties and information that are based upon beliefs of, and information currently available to,judgments concerning various factors that are beyond the Company’s management as well as estimatescontrol. Consequently, and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on thesebecause forward-looking statements which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and areinherently subject to risks and uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results and outcomes may differ significantlymaterially from those anticipated, believed, estimated, expected, intended, or planned.
Although the Company believes that the expectations reflectedresults and outcomes discussed in the forward-looking statementsstatements. You are reasonable,urged to carefully review and consider the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as requiredvarious disclosures made by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere 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 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.
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. The Company’s CUSIP also changed to 40330L100.
As a result of control transaction,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 in business and operations of control transaction, we focused on repairingthe Company, a discussion of the past financial results of the Company is not pertinent, and providing home improvementsunder applicable accounting principles the historical financial results of GGC, the accounting acquirer, prior to the acquisition are considered the historical financial results of the Company.
The Company’s fiscal year end is September 30.
The following discussion highlights GGC’s results of operations and the principal factors that have affected its financial condition as well as its liquidity and capital resources for the homeowners. Until August 15, 2017periods described and provides information that management believes is relevant for an assessment and understanding of the Company was focused on acquiring, investing in, developingstatements of financial condition and managing real estate propertiesresults of operations presented herein. The following discussion 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.
Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Weanalysis are a shell company which is moving forward with the business of identifying and entering into a business combination with a privately held business or company, domiciled and operating in an emerging market that is seeking the advantages of being a publicly held corporation whose stock is tradedbased on the OTC market place. We will not restrict our potential candidate target companies to any specific business, industry or geographical locationCompany’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 thus, may acquire any type of business.
We may consider a business which has recently commenced 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 experiencinganalysis together with such consolidated financial or operating difficultiesstatements 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.related notes thereto.
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.
Results of OperationOperations
For the three months ended December 31, 2017June 30, 2021 and 2016for the period from May 28, 2020(inception) to June 30, 2020
For the three months ended DecemberJune 31, 2017,2021 and 2020, we generated no revenue as compared to no revenue for the same period ended December 31, 2016.
Expenses forincurred operating expenses of $73,350 and $39,800, respectively. The increase in operating expenses during the three months ended December 31, 2017 totaled $112,539 resultingJune 30, 2021 as compared to the comparable period ended June 30, 2020 is primarily attributable to an increase in audit, legal and accounting fees during the three months ended June 30, 2021.
Net Loss
For the three months ended June 30, 2021, we incurred a net loss of $112,539. Expenses for$7,743,479 as compared to a net loss of $39,826 during the comparable period ended June 30, 2020. This is attributable to an increase in the value of the derivative liability of $7,650,004 during the three months ended December 31, 2017June 30, 2021.
For the nine months ended June 30, 2021 and for the period from May 28, 2020(inception) to June 30, 2020
For the nine months ended June 30, 2021, we incurred operating expenses of $2,547,159 as compared to $39,800. The operating expenses consisted of $112,507stock-based compensation in the amount of $2,340,000 paid to our former Chief Financial Officer, professional fees of $127,598, and $79,561 general and administrative expenses and $32 in interest expense. In comparison,fees.
Net Loss
For the nine months ended June 30, 2021, we incurred a net loss forof $10,286,903 as compared to $39,826. This is attributable to an interest expense of $89,851, stock-based compensation in the same period ended December 31, 2016 totaled $45,589 comprisingamount of general and administrative expenses of $34,084 and $11,505 in interest expense. The$2,340,000 paid to our former Chief Financial Officer as well as an increase in the expenses forvalue of the three months ended December 31, 2017 is mostly attributable to the issuancederivative liability of 90,000,000 of common stock to our sole officer and director as compensation for services rendered of $90,000.$7,649,843.
Liquidity and Capital Resources
As of December 31, 2017June 30, 2021, we have $1,276 in current assets and $8,690,728, in current liabilities. We had $1,276 in cash and our working capital deficit was $8,689,452.
Cash Flows:
For the Nine Months Ended June 30, 2021 | For the period from May 28, 2020 (inception) to June 30, 2020 | |||||||
(Unaudited) | ||||||||
Cash Flows Used in Operating Activities | $ | (131,458 | ) | $ | (15,540 | ) | ||
Cash Flows Used in Investing Activities | - | - | ||||||
Cash Flows Provided by Financing Activities | 118,967 | 15,540 | ||||||
Net change in cash | $ | (12,491 | ) | $ | - |
The Company has not had revenues since its inception and to date, has relied on the support of its Chief Executive Officer 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. If the Company does not begin to generate revenue or raise additional funds through a financing, the Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. There are currently no plans or agreements in place to provide such funding. The Company will require additional funding to finance the growth of its future operations as well as to achieve its strategic objectives. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and generate revenue. Our unaudited condensed consolidated financial statements have been prepared on the basis that we didwill continue as a going concern. The financial statements do not maintaininclude any adjustments that might be necessary if the Company is unable to continue as a cash balance and must relygoing concern. Our independent registered public accounting firm has included its audit report to the audited financial statements for the year ended September 30, 2020 stating substantial doubt about our ability to continue as a going concern.
The COVID-19 pandemic could have an impact on an affiliateour ability to obtain financing to fund businessthe operations. We are actively pursuing merger opportunities as described herein. The Company is unable to predict the ultimate impact at this time.
Off-Balance Sheet Arrangements
Subsequent Events
On January 8, 2018, the Company and our principal shareholder entered into a non-binding letter intent for the principal shareholder to sell their shares. A deposit of $30,000 has been placed into escrow subject to the completion of due diligence. The parties are currently negotiating a definitive agreement and there is no assurance that this transaction will close.
Off Balance Sheet Arrangement
We dodid not have any off-balance sheet arrangements.arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.
Contractual Obligations and Commitments
We did not have any contractual obligations.
Critical Accounting Policies
Our significant accounting policies are described in the notes to our condensed consolidated financial statements for the nine months ended June 30, 2021, and are included elsewhere in this report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item 3. QuantitativeWe are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and Qualitative Disclosures About Market Risk.are not required to provide the information under this item.
We do not hold any derivative instruments and do not engage in any hedging activities.
ITEM 4. CONTROLS AND PROCEDURES
Item 4.Evaluation of Disclosure Controls and Procedures.Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Pursuant to Rule 13a-15(b) under the Securities Exchange Act, of 1934 (“Exchange Act”), the Company carried out an evaluation with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and the Company’s 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.June 30, 2021. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures arewere not effective as of December 31, 2017,June 30, 2021 due to ensurethe Company’s limited internal resources and lack of ability to have segregation of duties and multiple levels of transaction review.
Management is in the process of determining how best to change our current system and implement a more effective system to insure that information required to be disclosed by the Company in the reports that the Company fileswe file or submitssubmit under the Exchange Act ishave been recorded, processed, summarized and reported withinaccurately. Our management intends to develop procedures to address the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicatedcurrent deficiencies to the Company’sextent possible given limitations in financial and manpower resources. While management including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure for the reason described below.
Because of our limited operations, we haveis working on a limited number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As we grow and expand our operations we will engage additional employees and experts as needed. However, thereplan, no assurance can be no assurancemade at this point that our operationsthe implementation of such controls and procedures will expand.be completed in a timely manner or that they will be adequate once implemented.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controlcontrols over financial reporting that occurred during the period covered by this reportquarter ended June 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal controlcontrols over financial reporting.
PART II
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Item 1. Legal Proceedings.
WeThere are currently not involvedno pending legal proceedings to which the Company is a party or in which any litigation that we believe could havedirector, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse effect on 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 knowledgeCompany. The Company’s property is not the subject of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.pending legal proceedings.
ITEM 1A. RISK FACTORS
Item 1A. Risk Factors.
Not applicable because weWe are a smaller reporting company.company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.None
On December 18, 2017, the Company issued 90,000,000 common shares to JJL Capital Management, LLC, a company beneficially owned by Scott Silverman, the sole officer and director of the Company, for services rendered to the Company by Scott Silverman in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended..
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Item 3. Defaults Upon Senior Securities.None.
There were no defaults upon senior securities during the quarter ended December 31, 2017.
ITEM 4. MINE SAFETY DISCLOSURES
Item 4. Mine Safety Disclosures.
Not applicable.
ITEM 5. OTHER INFORMATION
Item 5. Other Information.None.
There is no other information required to be disclosed under this item which was not previously disclosed.
Item 6. Exhibits.Exhibits
The following exhibits are included with this report.
104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
(1) | Previously Filed |
(2) | Filed Herewith |
* | Filed Herewith. |
SIGNATURES
Pursuant to the requirementsSIGNATURE
In accordance with Section 13 or 15(d) of the Securities Exchange Act, of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 5, 2021 | By: | /s/ |
Naana Asante | ||
Chief (Principal) Executive Officer | ||
Date: October 5, 2021 | By: | /s/ Mario Beckles |
Name: | Mario Beckles | |
Title: | Chief Financial Officer (Principal Accounting Officer) |
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