Document And Entity Information
Document And Entity Information - USD ($) | 4 Months Ended | |
Sep. 30, 2020 | Jan. 07, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Guskin Gold Corp. | |
Document Type | 10-K | |
Current Fiscal Year End Date | --09-30 | |
Entity Common Stock, Shares Outstanding | 29,211,265 | |
Entity Public Float | $ 0 | |
Amendment Flag | false | |
Entity Central Index Key | 0001509786 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | true | |
Document Transition Report | false | |
Entity File Number | 333-171636 | |
Entity Incorporation, State or Country Code | NV | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets | Sep. 30, 2020USD ($) |
CURRENT ASSETS: | |
Cash | $ 13,767 |
TOTAL ASSETS | 13,767 |
CURRENT LIABILITIES: | |
Accounts payable and Accrued Expenses | 22,549 |
Loan payable - related party | 30,390 |
Convertible notes payable (net of unamortized discount) | 45,764 |
Notes payable | 7,500 |
Derivative liability | 2,125,113 |
TOTAL LIABILITIES | 2,231,316 |
Commitments and Contingencies (See Note 11) | |
STOCKHOLDERS’ DEFICIT: | |
Preferred stock, par value $0.001 per share; 5,000,000 shares authorized; none shares issued and outstanding at September 30, 2020 | |
Common stock, par value $0.001 per share; 100,000,000 shares authorized; 29,211,265 shares issued and outstanding at September 30, 2020 | 29,211 |
Capital deficiency | (2,175,610) |
Accumulated deficit | (71,150) |
TOTAL STOCKHOLDERS’ DEFICIT | (2,217,549) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 13,767 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) | Sep. 30, 2020$ / sharesshares |
Statement of Financial Position [Abstract] | |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares outstanding | |
Preferred stock, shares issued | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 |
Common stock, shares authorized | 250,000,000 |
Common stock, shares issued | 29,211,265 |
Common stock, shares outstanding | 29,211,265 |
Condensed Statements of Operati
Condensed Statements of Operations | 4 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Operating expenses | |
Professional fees | $ 66,078 |
General and Administrative expenses | 2,066 |
Total operating expenses | 68,144 |
Loss from operations | (68,144) |
Other Income (Expenses) | |
Change in fair value of derivative | 12 |
Interest expense | (3,018) |
Total other expenses | (3,006) |
Provision of income taxes | |
Net loss | $ (71,150) |
Net loss per common share – basic and diluted (in Dollars per share) | $ / shares | $ 0 |
Weighted average common shares outstanding – basic and diluted (in Shares) | shares | 28,964,615 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders’ Deficit - 4 months ended Sep. 30, 2020 - USD ($) | Common Stock | Capital Deficiency | Accumulated Deficit | Total |
Balance at beginning at May. 27, 2020 | ||||
Balance at beginning (in Shares) at May. 27, 2020 | ||||
Common stock issued to founder | $ 15,000 | 15,000 | ||
Common stock issued to founder (in Shares) | 15,000,000 | |||
Common stock issued for services | $ 13,200 | $ 13,200 | ||
Common stock issued for services (in Shares) | 13,200,000 | 12,500,000 | ||
Share exchange and reverse merger | $ 1,011 | (2,175,610) | $ (2,174,599) | |
Share exchange and reverse merger (in Shares) | 1,011,265 | |||
Net loss | (71,150) | (71,150) | ||
Balance at end at Sep. 30, 2020 | $ 29,211 | $ (2,175,610) | $ (71,150) | $ (2,217,549) |
Balance at end (in Shares) at Sep. 30, 2020 | 29,211,265 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows | 4 Months Ended |
Sep. 30, 2020USD ($) | |
CASH FLOW FROM OPERATING ACTIVITIES: | |
Net loss | $ (71,150) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Shares issued to founder | 15,000 |
Shares issued for services | 13,200 |
Change in fair value of derivative | (11) |
Amortization of debt discount | 2,614 |
Changes in assets and liabilities | |
Accounts payable and accrued interest | 3,220 |
NET CASH USED IN OPERATING ACTIVITIES | (37,127) |
CASH FLOW FROM INVESTING ACTIVITIES: | |
Cash acquired under reverse merger | 27,500 |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 27,500 |
CASH FLOW FROM FINANCING ACTIVITIES: | |
Proceeds from related party debt | 15,894 |
Proceeds from notes payable | 7,500 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 23,394 |
NET INCREASE IN CASH | 13,767 |
CASH – BEGINNING OF PERIOD | |
CASH – END OF PERIOD | 13,767 |
Cash paid during the period for: | |
Interest | |
Income taxes | |
Supplemental disclosure of non-cash investing and financing activities: | |
Recapitalization – reverse merger | $ 2,174,599 |
Organization and Basis of Accou
Organization and Basis of Accounting | 4 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization and basis of accounting | Note 1 – Organization and basis of accounting Basis of Presentation and Organization Inspired Builders, Inc. (the “Company”, “Guskin”, “We”, and “Us”) was incorporated in the State of Nevada in February 2010. Until August 15, 2017 the Company was directing its focus on acquiring, investing in, developing and managing real estate properties and related investments. On August 15, 2017, pursuant to a change in control transaction, we relocated to Miami, Florida and ceased all operations as a real estate company. On January 16, 2020, Santa Alba, LLC 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 outstanding 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 (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 effective immediately as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and sole director and Edward Somuah was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and sole director. 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 Share Exchange Agreement, the Company acquired One Hundred Percent (100%) the issued and outstanding equity interest of GGC from the GGC Shareholders (the “GGC Shares”) and in exchange the Company issued to GGC an aggregate of Twenty-Eight Million Two Hundred Thousand (28,200,000) shares of restricted common stock of the Company. The Share 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 satisfied, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 4 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 2 – Summary of significant accounting policies Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and GGC, its wholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation as at September 30, 2020. Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash and cash equivalents. There were no cash equivalents at September 30, 2020. The Company has cash held with an escrow agent. As of September 30, 2020, $13,752 was held with an escrow agent. Earnings (Loss) per Share In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. As of September 30, 2020, the Company had $125,000 in convertible debt which if exercised would convert into 12,500,000 shares of common stock. The shares issuable upon conversion of convertible debt are excluded from loss per share calculation as their effect are anti-dilutive. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in valuation of equity-based transactions, valuation of derivative liabilities and valuation of deferred taxes. Revenue Recognition The Company accounts for revenue under Accounts Standard Codification(“ASC”) ASC 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has only recently changed its business focus to its current business of exploration, development, production, and export of gold in Ghana, and to smartly find, build, and operate profitable gold and precious metal properties. Consequently, we have only limited operating history and an unproven business strategy, no current properties and prospects that have yet to be developed. As such, no revenue has been recognized to date. Income Taxes The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. Fair Value of Financial Investments ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2020. Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 - Quoted market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The respective carrying values of certain on-balance-sheet financial instruments approximate their fair 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 September 30, 2020 (see Note 9). 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 September 30, 2020, the Company had a derivative liability of $2,125,113. Recent Accounting Pronouncements Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements. |
Reverse Merger
Reverse Merger | 4 Months Ended |
Sep. 30, 2020 | |
Reverse Merger Disclosures [Abstract] | |
Reverse Merger | Note 3 – Reverse Merger On September 03, 2020, the Company and its controlling stockholders entered into a Share Exchange Agreement (the “Share Exchange”) with GGC and the shareholders of GGC. GGC’ current plan of operation consists of identifying, assessing and vetting various gold and mineral properties, specifically focusing on gold properties and the exploration and potential development of small-scale gold mining operations in the Republic of Ghana, West Africa. At the closing of the transactions contemplated by the Share Exchange (the “Closing”), in exchange for 28,200,000 shares of GGC’ common stock which represents 100% of the currently issued and outstanding capital stock of GGC, the Company will issue 28,200,000 newly issued shares of the Company’s common stock to the GGC’ shareholders, representing approximately 96.54% of the Company’s issued and outstanding common stock of the Company upon Closing. As a result of the Share Exchange, GGC shall become the Company’ wholly owned subsidiary, and the Company shall acquire the business and operations of GGC. The Closing of the Share Exchange is subject to certain conditions, including the approval of the Company’s shareholders. The Share Exchange closed September 22, 2020. For accounting purposes, GGC is considered to be the acquiring company and the Share Exchange was accounted for as a reverse recapitalization of the Company by GGC because (i) GGC’ shareholders own approximately 96.54% of the Company’s issued and outstanding common stock immediately following the effective time of the Share Exchange, and (ii) GGC’ management holds all key positions in the management of the combined company following the Closing. Under reverse recapitalization accounting, the assets and liabilities of the Company are recorded, as of the Closing, at their fair value which approximates its book value because of the short-term nature of the instruments. No goodwill or intangible assets were recognized. Consequently, the financial statements of GGC reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer. The following is the fair value of the assets acquired and the liabilities assumed by GGC in the Share Exchange: Total Assets assumed $ 27,502 Total Liabilities assumed (2,202,101 ) Net Liabilities assumed $ (2,174,599 ) |
Going Concern
Going Concern | 4 Months Ended |
Sep. 30, 2020 | |
Going Concern [Abstract] | |
Going Concern | Note 4 - Going Concern As reflected in the accompanying consolidated financial statements, the Company has a net loss of $71,150 for the period from May 28, 2020 (inception) to September 30, 2020. In addition, the Company has an accumulated deficit of $71,150 and a working capital deficit of $2,217,549 as of September 30, 2020. The accompanying consolidated financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Loans Payable - Related Party a
Loans Payable - Related Party and Related Party Transactions | 4 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Loans Payable - Related Party and Related Party Transactions | Note 5 – Loans Payable - Related Party and Related Party Transactions On June 1, 2020, the Company entered into a loan agreement with Naana Asante, our Chief Executive Officer, in the amount of $1,630 for expenses paid for on behalf of the company. On June 18, 2020, the Company received an additional $4,500 from Naana Asante for expenses paid on behalf of the Company. During the period July 1 through September 30, 2020, the Company received an additional $354. The unsecured loans mature on June 1, 2021 and bears an interest rate of 2.5%. As of September 30, 2020, the Company recorded accrued interest expenses of $48. On June 1, 2020, the Company entered into a loan agreement with an entity controlled by a shareholder in the amount of $3,500 for expenses paid for on behalf of the Company. On June 26, 2020, the Company received an additional $5,910 for expenses paid on behalf of the Company. The unsecured loans mature one year from the date of the loan and bears an interest rate of 2.5%. As of September 30, 2020, the Company recorded accrued interest expenses of $78. On September 22, 2020, the Company assumed, as part of the reverse merger and share exchange agreement a related party loan payable dated April 30, 2020, owed to U Green Enterprise, a Ghana corporation controlled by our Chief Financial Officer. As of September 30, 2020, the Company had a loan payable of $14,496 owed to U Green Enterprises. The loan payable is non-interest bearing and due on demand. |
Note Payable
Note Payable | 4 Months Ended |
Sep. 30, 2020 | |
Note Payable Disclosure [Abstract] | |
Note payable | 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 September 30, 2020, $7,500 of note payable remains outstanding. |
Income Taxes
Income Taxes | 4 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 7 – Income taxes The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to 100% of the deferred tax asset has also been recorded resulting in no net deferred tax asset. The cumulative deferred tax asset which is calculated by multiplying a 21% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items: For the period ended September 30, 2020 Book loss for the year $ (71,150 ) Temporary differences: Accrued interest 4,702 Permanent differences: Stock based compensation 28,200 Amortization of debt discount 2,614 Change in derivative liability (12 ) Tax loss for the year (35,646 ) Estimated effective tax rate 21 % Deferred tax asset $ (7,486 ) Less: Valuation allowance 7,486 Net Deferred tax asset $ — Rate Reconciliation: For the period from May 28, 2020 (inception) to September 30, 2020 Federal income tax at statutory rate $ (14,942 ) Temporary difference 987 Permanent difference 6,469 Change in Valuation Allowance 7,486 $ — The tax period since inception is open for examination by taxing authorities through 2025. Pursuant to Section 382 of the Internal Revenue Code, or IRC, annual use of the Company’s net operating loss (NOL) carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company determined that because of various stock issuances following the reverse merger, an ownership change as defined in the provisions of Section 382 of the IRC occurred on September 22, 2020. Such ownership change resulted in annual limitations on the utilization of tax attributes, including NOL carryforwards and tax credits. The Company estimates that $950,000 of its NOL carryforwards were effectively eliminated under Section 382 for federal income tax purposes. A portion of the remaining NOL carryforwards limited by Section 382 will become available each year. Limitations on NOL carryforwards relating to change in ownership may be imposed during the year ended September 30, 2020. The Company’s Section 382 estimated analysis has not been completed through September 30, 2020. |
Convertible Notes
Convertible Notes | 4 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible notes | Note 8 – 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 issues 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 A summary of value changes to the notes for the period ended September 30, 2020 is as follows: Carrying value of Convertible Notes as of May 28, 2020 (inception) $ - Convertible notes assumed – reverse merger 125,000 Less: debt discount (79,236 ) Carrying value of Convertible Notes, net as of September 30, 2020 $ 45,764 |
Derivative Liability
Derivative Liability | 4 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative liability | Note 9 – 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 September 30, 2020. The fair values of the derivative liabilities related to the conversion options of these notes was estimated on the transaction dates (loan original date and reporting date) using the Black Scholes option pricing model, under the following assumptions: September 30, 2020 Shares of common stock issuable upon exercise of debt 12,500,000 Estimated market value of common stock on measurement date $ 0.18 Exercise price $ 0.01 Risk free interest rate (1) 0.11 – 0.16 % Expected dividend yield (2) 0.00 % Expected volatility (3) 91.28 - 191 % Expected exercise term in years (4) 0.60 - 1.00 (1) The risk –free interest rate was determined by management using the one-month Treasury bill yield as of the valuation dates. (2) The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. (3) The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have sufficient trade history to determine our historical volatility. (4) The exercise term is the remaining contractual term of the convertible instrument at the valuation date. The change in fair values of the derivative liabilities related to the Convertible Notes for the three months ended September 30, 2020 is summarized as: Fair value at Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Derivative Liability $ 2,125,113 $ - $ - $ 2,125,113 Derivative Derivative liability as of May 28, 2020 (inception) $ - Fair value for convertible instruments – reverse merger 2,125,125 Change in fair value of derivative liability (12 ) Reclassification to additional paid-in capital for financial instruments that ceased to be a derivative liability - Derivative liability as of September 30, 2020 $ 2,125,113 Change in Change in fair value of derivative liability at the beginning of period $ - Day one gains/(losses) on valuation - Gains/(losses) from the change in fair value of derivative liability 12 Change in fair value of derivative liability at the end of the period $ 12 ** The fair value at the remeasurement date is equal to the carrying value on the balance sheet. |
Concentration of Credit Risk
Concentration of Credit Risk | 4 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | Note 10 – Concentration of Credit Risk The Company relies heavily on the support of its president, majority shareholder and 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. |
Commitment and Contingencies
Commitment and Contingencies | 4 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 11 – 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, this could impact our efforts to enter into a business combination as other businesses have had to adjust, reduce or suspend their operating activities. The extent of the 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 June 1, 2020, (the “commencement date”) the Company entered into a consulting 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 Wade D. Huettel to provide consulting services on as needed basis. The consultant shall be responsible to perform business development and general consulting services on a 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. 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. |
Common Stock
Common Stock | 4 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Common stock | Note 12 – Common stock On May 28, 2020, the Company issued 15,000,000 shares of common stock to Naana Asante for services valued at $15,000. From the period May 28, 2020 (inception) through September 30, 2020, the Company issued 13,200,000 shares of common stock for services valued at $13,200. On September 3, 2020, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with GGC, and the controlling stockholders of GGC (the “GGC Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired One Hundred Percent (100%) the issued and outstanding equity interest of GGC from the GGC Shareholders (the “GGC Shares”) and in exchange the Company issued to GGC an aggregate of Twenty-Eight Million Two Hundred Thousand (28,200,000) shares of restricted common stock of the Company. As a result of the Share Exchange Agreement, GGC become a wholly owned subsidiary of the Company. As of September 30, 2020, a total of 29,211,265 shares of common stock with par value $0.001 remain outstanding. |
Subsequent Event
Subsequent Event | 4 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 13 – Subsequent Event 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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 4 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and GGC, its wholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation as at September 30, 2020. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash and cash equivalents. There were no cash equivalents at September 30, 2020. The Company has cash held with an escrow agent. As of September 30, 2020, $13,752 was held with an escrow agent. |
Earnings (Loss) per Share | 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. As of September 30, 2020, the Company had $125,000 in convertible debt which if exercised would convert into 12,500,000 shares of common stock. The shares issuable upon conversion of convertible debt are excluded from loss per share calculation as their effect are anti-dilutive. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in valuation of equity-based transactions, valuation of derivative liabilities and valuation of deferred taxes. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue under Accounts Standard Codification(“ASC”) ASC 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has only recently changed its business focus to its current business of exploration, development, production, and export of gold in Ghana, and to smartly find, build, and operate profitable gold and precious metal properties. Consequently, we have only limited operating history and an unproven business strategy, no current properties and prospects that have yet to be developed. As such, no revenue has been recognized to date. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. |
Fair Value of Financial Investments | Fair Value of Financial Investments ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2020. Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 - Quoted market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The respective carrying values of certain on-balance-sheet financial instruments approximate their fair 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 September 30, 2020 (see Note 9). |
Stock-Based Compensation | 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 | Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the types of relationships designated are based on the exposures hedged. At September 30, 2020, the Company had a derivative liability of $2,125,113. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements. |
Reverse Merger (Tables)
Reverse Merger (Tables) | 4 Months Ended |
Sep. 30, 2020 | |
Reverse Merger Disclosures [Abstract] | |
Schedule of fair value of assets acquired and liabilities | Total Assets assumed $ 27,502 Total Liabilities assumed (2,202,101 ) Net Liabilities assumed $ (2,174,599 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 4 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of cumulative deferred tax asset | For the period ended September 30, 2020 Book loss for the year $ (71,150 ) Temporary differences: Accrued interest 4,702 Permanent differences: Stock based compensation 28,200 Amortization of debt discount 2,614 Change in derivative liability (12 ) Tax loss for the year (35,646 ) Estimated effective tax rate 21 % Deferred tax asset $ (7,486 ) Less: Valuation allowance 7,486 Net Deferred tax asset $ — |
Schedule of rate reconciliation | For the period from May 28, 2020 (inception) to September 30, 2020 Federal income tax at statutory rate $ (14,942 ) Temporary difference 987 Permanent difference 6,469 Change in Valuation Allowance 7,486 $ — |
Convertible Notes (Tables)
Convertible Notes (Tables) | 4 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of a summary of value changes | Carrying value of Convertible Notes as of May 28, 2020 (inception) $ - Convertible notes assumed – reverse merger 125,000 Less: debt discount (79,236 ) Carrying value of Convertible Notes, net as of September 30, 2020 $ 45,764 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 4 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liabilities related to the conversion options using the black scholes option pricing model | September 30, 2020 Shares of common stock issuable upon exercise of debt 12,500,000 Estimated market value of common stock on measurement date $ 0.18 Exercise price $ 0.01 Risk free interest rate (1) 0.11 – 0.16 % Expected dividend yield (2) 0.00 % Expected volatility (3) 91.28 - 191 % Expected exercise term in years (4) 0.60 - 1.00 (1) The risk –free interest rate was determined by management using the one-month Treasury bill yield as of the valuation dates. (2) The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. (3) The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have sufficient trade history to determine our historical volatility. (4) The exercise term is the remaining contractual term of the convertible instrument at the valuation date. |
Schedule of derivative liabilities fair value | Fair value at Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Derivative Liability $ 2,125,113 $ - $ - $ 2,125,113 |
Schedule of derivative liability fair value for financial instruments | Derivative Derivative liability as of May 28, 2020 (inception) $ - Fair value for convertible instruments – reverse merger 2,125,125 Change in fair value of derivative liability (12 ) Reclassification to additional paid-in capital for financial instruments that ceased to be a derivative liability - Derivative liability as of September 30, 2020 $ 2,125,113 |
Schedule of change in fair value of derivative liability | Change in Change in fair value of derivative liability at the beginning of period $ - Day one gains/(losses) on valuation - Gains/(losses) from the change in fair value of derivative liability 12 Change in fair value of derivative liability at the end of the period $ 12 ** The fair value at the remeasurement date is equal to the carrying value on the balance sheet. |
Organization and Basis of Acc_2
Organization and Basis of Accounting (Details) - USD ($) | Sep. 03, 2020 | Sep. 30, 2020 | Jun. 02, 2020 | Apr. 30, 2020 | Jan. 16, 2020 |
Organization and Basis of Accounting (Details) [Line Items] | |||||
Common stock, shares issued | 29,211,265 | 50,000 | |||
Ownership percentage | 100.00% | ||||
Restricted common stock | 28,200,000 | ||||
Custodian Ventures, LLC [Member] | |||||
Organization and Basis of Accounting (Details) [Line Items] | |||||
Common stock, shares issued | 956,440 | ||||
Purchase price | $ 145,000 | ||||
Ownership percentage | 94.60% | ||||
Payable Closing in exchange Shares | $ 157,640 | ||||
Note outstanding | $ 67,360 | ||||
Custodian Ventures, LLC [Member] | Restricted Stock [Member] | |||||
Organization and Basis of Accounting (Details) [Line Items] | |||||
Common stock, shares issued | 956,440 | ||||
GGC [Member] | |||||
Organization and Basis of Accounting (Details) [Line Items] | |||||
Ownership percentage | 96.54% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 4 Months Ended | |
Sep. 30, 2020 | May 27, 2020 | |
Accounting Policies [Abstract] | ||
Cash | $ 13,752 | |
Convertible Debt, Current | $ 125,000 | |
Conversion of stock shares issued (in Shares) | 12,500,000 | |
Derivative liability | $ 2,125,113 |
Reverse Merger (Details)
Reverse Merger (Details) - shares | Sep. 03, 2020 | Sep. 22, 2020 | Sep. 30, 2020 |
Reverse Merger (Details) [Line Items] | |||
Issued of share exchange | 28,200,000 | ||
Shares issued of common stock | 28,200,000 | ||
Percentage of issued and outstanding shares | 100.00% | ||
Description of share exchange | (i) GGC’ shareholders own approximately 96.54% of the Company’s issued and outstanding common stock immediately following the effective time of the Share Exchange, and (ii) GGC’ management holds all key positions in the management of the combined company following the Closing. Under reverse recapitalization accounting, the assets and liabilities of the Company are recorded, as of the Closing, at their fair value which approximates its book value because of the short-term nature of the instruments. No goodwill or intangible assets were recognized. Consequently, the financial statements of GGC reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer. | ||
Common Stock [Member] | |||
Reverse Merger (Details) [Line Items] | |||
Shares issued of common stock | 15,000,000 | ||
Percentage of issued and outstanding shares | 96.54% |
Reverse Merger (Details) - Sche
Reverse Merger (Details) - Schedule of fair value of assets acquired and liabilities | Sep. 30, 2020USD ($) |
Schedule of fair value of assets acquired and liabilities [Abstract] | |
Total Assets assumed | $ 27,502 |
Total Liabilities assumed | (2,202,101) |
Net Liabilities assumed | $ (2,174,599) |
Going Concern (Details)
Going Concern (Details) | 4 Months Ended |
Sep. 30, 2020USD ($) | |
Going Concern [Abstract] | |
Net loss | $ (71,150) |
Accumulated deficit | (71,150) |
Working capital deficit | $ 2,217,549 |
Loans Payable - Related Party_2
Loans Payable - Related Party and Related Party Transactions (Details) - USD ($) | Jun. 02, 2020 | Sep. 22, 2020 | Jun. 26, 2020 | Jun. 18, 2020 | Sep. 30, 2020 | Sep. 30, 2020 |
Loans Payable - Related Party and Related Party Transactions (Details) [Line Items] | ||||||
Additional expenses | $ 5,910 | |||||
Unsecured loans maturity term | 1 year | |||||
U Green Enterprises [Member] | ||||||
Loans Payable - Related Party and Related Party Transactions (Details) [Line Items] | ||||||
Loans payable | $ 14,496 | $ 14,496 | ||||
Shareholder [Member] | ||||||
Loans Payable - Related Party and Related Party Transactions (Details) [Line Items] | ||||||
Companies related expenses | $ 3,500 | |||||
Interest rate | 2.50% | |||||
Accrued interest expense | $ 78 | |||||
Unsecured loans maturity term | 1 year | |||||
Chief Executive Officer [Member] | ||||||
Loans Payable - Related Party and Related Party Transactions (Details) [Line Items] | ||||||
Companies related expenses | $ 1,630 | |||||
Additional expenses | $ 4,500 | $ 354 | ||||
Interest rate | 2.50% | |||||
Accrued interest expense | $ 48 |
Note Payable (Details)
Note Payable (Details) - USD ($) | 1 Months Ended | |
Sep. 22, 2020 | Sep. 30, 2020 | |
Note Payable (Details) [Line Items] | ||
Maturity term | 1 year | |
Note Payable [Member] | ||
Note Payable (Details) [Line Items] | ||
Loan amount | $ 7,500 | |
Interest rate | 2.50% | |
Notes payable | $ 7,500 |
Income Taxes (Details)
Income Taxes (Details) | 4 Months Ended |
Sep. 30, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Net deferred tax asset, percentage | 100.00% |
Estimated tax rate | 21.00% |
Income tax examination, description | The tax period since inception is open for examination by taxing authorities through 2025. |
Change in ownership, description | Pursuant to Section 382 of the Internal Revenue Code, or IRC, annual use of the Company’s net operating loss (NOL) carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. |
NOL carryforwards | $ 950,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of cumulative deferred tax asset | 4 Months Ended |
Sep. 30, 2020USD ($) | |
Schedule of cumulative deferred tax asset [Abstract] | |
Book loss for the year | $ (71,150) |
Temporary differences: | |
Accrued interest | 4,702 |
Permanent differences: | |
Stock based compensation | 28,200 |
Amortization of debt discount | 2,614 |
Change in derivative liability | (12) |
Tax loss for the year | $ (35,646) |
Estimated effective tax rate | 21.00% |
Deferred tax asset | $ (7,486) |
Less: Valuation allowance | 7,486 |
Net Deferred tax asset |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of rate reconciliation | 4 Months Ended |
Sep. 30, 2020USD ($) | |
Schedule of rate reconciliation [Abstract] | |
Federal income tax at statutory rate | $ (14,942) |
Temporary difference | 987 |
Permanent difference | 6,469 |
Change in Valuation Allowance | 7,486 |
Rate reconciliation |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | Sep. 30, 2020 | Sep. 22, 2020 | Sep. 30, 2020 |
Convertible Notes (Details) [Line Items] | |||
Convertible note | $ 3,000,000 | ||
Debt discount | 117,640 | ||
Amortization of debt discount | $ 2,614 | ||
Convertible Notes Payable [Member] | |||
Convertible Notes (Details) [Line Items] | |||
Convertible note | $ 42,987 | ||
Notes conversion, description | 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 issues 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. | ||
Convertible Debt | $ 7,360 | ||
Debt discount | $ 82,013 | ||
Accrued interest | $ 4,576 |
Convertible Notes (Details) - S
Convertible Notes (Details) - Schedule of a summary of value changes | 4 Months Ended |
Sep. 30, 2020USD ($) | |
Schedule of a summary of value changes [Abstract] | |
Carrying value of Convertible Notes | |
Convertible notes assumed – reverse merger | 125,000 |
Less: debt discount | (79,236) |
Carrying value of Convertible Notes, net | $ 45,764 |
Derivative Liability (Details)
Derivative Liability (Details) - Schedule of derivative liabilities related to the conversion options using the black scholes option pricing model | 4 Months Ended | |
Sep. 30, 2020$ / sharesshares | ||
Derivative Liability (Details) - Schedule of derivative liabilities related to the conversion options using the black scholes option pricing model [Line Items] | ||
Shares of common stock issuable upon exercise of debt (in Shares) | shares | 12,500,000 | |
Estimated market value of common stock on measurement date (in Dollars per share) | $ 0.18 | |
Exercise price (in Dollars per share) | $ 0.01 | |
Expected dividend yield | 0.00% | [1] |
Minimum [Member] | ||
Derivative Liability (Details) - Schedule of derivative liabilities related to the conversion options using the black scholes option pricing model [Line Items] | ||
Risk free interest rate | 0.11% | [2] |
Expected volatility | 91.28% | [3] |
Expected exercise term in years | 219 days | [4] |
Maximum [Member] | ||
Derivative Liability (Details) - Schedule of derivative liabilities related to the conversion options using the black scholes option pricing model [Line Items] | ||
Risk free interest rate | 0.16% | [2] |
Expected volatility | 191.00% | [3] |
Expected exercise term in years | 1 year | [4] |
[1] | 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. | |
[2] | The risk –free interest rate was determined by management using the one-month Treasury bill yield as of the valuation dates. | |
[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. |
Derivative Liability (Details_2
Derivative Liability (Details) - Schedule of derivative liabilities fair value - USD ($) | Sep. 30, 2020 | May 27, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability | $ 2,125,113 | |
Quoted market prices for identical assets/liabilities (Level 1) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability | ||
Significant other observable inputs (Level 2) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability | ||
Significant unobservable inputs (Level 3) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability | $ 2,125,113 |
Derivative Liability (Details_3
Derivative Liability (Details) - Schedule of derivative liability fair value for financial instruments | 4 Months Ended |
Sep. 30, 2020USD ($) | |
Schedule of derivative liability fair value for financial instruments [Abstract] | |
Derivative liability, beginning balance | |
Fair value for convertible instruments – reverse merger | 2,125,125 |
Change in fair value of derivative liability | (12) |
Reclassification to additional paid-in capital for financial instruments that ceased to be a derivative liability | |
Derivative liability, ending balance | $ 2,125,113 |
Derivative Liability (Details_4
Derivative Liability (Details) - Schedule of change in fair value of derivative liability | 4 Months Ended | |
Sep. 30, 2020USD ($) | [1] | |
Schedule of change in fair value of derivative liability [Abstract] | ||
Change in fair value of derivative liability at the beginning of period | ||
Day one gains/(losses) on valuation | ||
Gains/(losses) from the change in fair value of derivative liability | 12 | |
Change in fair value of derivative liability at the end of the period | $ 12 | |
[1] | The fair value at the remeasurement date is equal to the carrying value on the balance sheet. |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) | Jun. 02, 2020 | Aug. 31, 2020 | Sep. 30, 2020 |
Commitment and Contingencies (Details) [Line Items] | |||
Common shares value (in Shares) | 50,000 | 29,211,265 | |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Common shares compensation value (in Shares) | 200,000 | ||
Plus additional fees | $ 5,000 | ||
Month One [Member] | |||
Commitment and Contingencies (Details) [Line Items] | |||
Consultant services fees | $ 7,500 | ||
Month Two [Member] | |||
Commitment and Contingencies (Details) [Line Items] | |||
Consultant services fees | 2,500 | ||
Month Three [Member] | |||
Commitment and Contingencies (Details) [Line Items] | |||
Consultant services fees | $ 2,500 |
Common Stock (Details)
Common Stock (Details) - USD ($) | Sep. 03, 2020 | Sep. 30, 2020 | Jun. 02, 2020 |
Common Stock (Details) [Line Items] | |||
Share issued for services | 12,500,000 | ||
Stock value issued for sevices (in Dollars) | $ 13,200 | ||
Stock issued for services | 13,200,000 | ||
Percentage of issued and outstanding shares | 100.00% | ||
Restricted common stock | 28,200,000 | ||
Common stock, shares outstanding | 29,211,265 | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Naana Asante [Member] | |||
Common Stock (Details) [Line Items] | |||
Share issued for services | 15,000,000 | ||
Stock value issued for sevices (in Dollars) | $ 15,000 |