Cover
Cover - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Jan. 11, 2022 | Mar. 31, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | GUSKIN GOLD CORPORATION | ||
Entity Central Index Key | 0001509786 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Sep. 30, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Ex Transition Period | true | ||
Entity Common Stock Shares Outstanding | 51,201,265 | ||
Entity Public Float | $ 4,176,227 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 333-171636 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 27-1989147 | ||
Entity Address Address Line 1 | 4500 Great America Parkway | ||
Entity Address Address Line 2 | PMB 38 | ||
Entity Address Address Line 3 | Ste 100 | ||
Entity Address City Or Town | Santa Clara | ||
Entity Address State Or Province | CA | ||
Entity Address Postal Zip Code | 95054 | ||
City Area Code | 408 | ||
Local Phone Number | 766-1511 | ||
Entity Interactive Data Current | Yes | ||
Security 12b Title | None | ||
Trading Symbol | N/A |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
CURRENT ASSETS: | ||
Cash | $ 6,044 | $ 13,767 |
Prepaid expenses | 5,000 | 0 |
Total current assets | 11,044 | 13,767 |
TOTAL ASSETS | 11,044 | 13,767 |
CURRENT LIABILITIES: | ||
Accounts payable and Accrued Expenses | 164,798 | 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 |
Stock based compensation payable | 253,500 | 0 |
Derivative liability | 11,070,004 | 2,125,113 |
TOTAL LIABILITIES | 11,690,159 | 2,231,316 |
Commitments and Contingencies (See Note 11) | 0 | 0 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value $0.001 per share; 5,000,000 shares authorized; none shares issued and outstanding at September 30, 2021 and September 30, 2020, respectively | 0 | 0 |
Common stock, par value $0.001 per share; 250,000,000 shares authorized; 51,201,265 and 29,211,265 shares issued and outstanding at September 30, 2021 and September 30, 2020, respectively | 51,201 | 29,211 |
Additional paid in capital | 1,822,827 | (2,175,610) |
Accumulated deficit | (13,478,144) | (71,150) |
Stock subscription receivable | (75,000) | 0 |
TOTAL STOCKHOLDERS' DEFICIT | (11,679,115) | (2,217,549) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 11,044 | $ 13,767 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parentheticals) - $ / shares | Sep. 30, 2021 | Sep. 30, 2020 |
CONSOLIDATED BALANCE SHEET | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 51,201,265 | 29,211,265 |
Common stock, shares outstanding | 51,201,265 | 29,211,265 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 4 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Operating Expenses: | ||
Stock based compensation | $ 0 | $ 2,593,500 |
Professional fees | 66,078 | 211,234 |
General and administrative expenses | 2,066 | 121,210 |
Impairment | 0 | 81,923 |
Total Operating Expenses | 68,144 | 3,007,867 |
Loss from operations | (68,144) | (3,007,867) |
Other Expense | ||
Change in fair value of derivative | 12 | (10,304,893) |
Interest expense | (3,018) | (94,234) |
Total other expense | (3,006) | (10,399,127) |
Net loss before income tax provision | (71,150) | (13,406,994) |
Provision for income tax | 0 | 0 |
Net loss | $ (71,150) | $ (13,406,994) |
Net loss per common share - Basic and diluted | $ 0 | $ (0.32) |
Weighted average common shares outstanding - Basic and diluted | 28,964,615 | 41,917,101 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT - USD ($) | Total | Common Stock | Capital Deficency [Member] | Stock Subscription Recievable [Member] | Retained Earnings (Accumulated Deficit) |
Balance, amount at May. 28, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Common stock issued to founder, shares | 15,000,000 | ||||
Common stock issued to founder, amount | 15,000 | $ 15,000 | 0 | 0 | 0 |
Common stock issued for services, shares | 13,200,000 | ||||
Common stock issued for services, amount | 13,200 | $ 13,200 | |||
Share exchange and reverse merger, shares | 1,011,265 | ||||
Share exchange and reverse merger, amount | (2,174,599) | $ 1,011 | (2,175,610) | ||
Net loss | (71,150) | $ 0 | 0 | 0 | (71,150) |
Balance, shares at Sep. 30, 2020 | 29,211,265 | ||||
Balance, amount at Sep. 30, 2020 | (2,217,549) | $ 29,211 | (2,175,610) | 0 | (71,150) |
Common stock issued for services, shares | 13,000,000 | ||||
Common stock issued for services, amount | 2,340,000 | $ 13,000 | 2,327,000 | ||
Net loss | (13,406,994) | $ 0 | 0 | 0 | (13,406,994) |
Debt conversion into common stock, shares | 8,000,000 | ||||
Debt conversion into common stock, amount | 1,440,002 | $ 8,000 | 1,432,002 | ||
Common stock subscriptions, shares | 740,000 | ||||
Common stock subscriptions, amount | 110,000 | $ 740 | 184,260 | (75,000) | |
In-kind contribution of services | 50,000 | 50,000 | |||
Common stock issued for mineral rights, shares | 250,000 | ||||
Common stock issued for mineral rights, amount | 5,426 | $ 250 | 5,176 | 0 | |
Balance, shares at Sep. 30, 2021 | 51,201,265 | ||||
Balance, amount at Sep. 30, 2021 | $ (11,679,115) | $ 51,201 | $ 1,822,827 | $ (75,000) | $ (13,478,144) |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 4 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (71,150) | $ (13,406,994) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 2,614 | 79,236 |
Change in fair value of derivative liability | (11) | 10,304,893 |
In-kind contribution of service | 0 | 50,000 |
Common stock issued for services | 13,200 | 2,593,500 |
Common stock issued for founder | 15,000 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expense | 0 | (5,000) |
Accounts payable and accrued expenses | 3,220 | 144,248 |
Net Cash Used in Operating Activities | (37,127) | (225,839) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash acquired under reverse merger | 27,500 | |
Investment in mineral rights | 0 | 5,426 |
Net Cash Provided by Investing Activities | 27,500 | 5,426 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party debt, net of repayment | 15,894 | 118,967 |
Proceeds from notes payable | 7,500 | 0 |
Common stock subscriptions | 0 | 110,000 |
Net Cash Provided by Financing Activities | 23,394 | 228,967 |
NET CHANGE IN CASH | 13,767 | (7,723) |
CASH - BEGINNING OF PERIOD | 0 | 13,767 |
CASH - END OF PERIOD | 13,767 | 6,044 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Common stock issued for conversion of convertible notes payable | 0 | 1,440,000 |
Convertible notes payable converted to common stock | 0 | 80,000 |
Derivative liability extinguished upon conversion of convertible notes | 0 | 1,360,000 |
Recapitalization - reverse merger | 2,174,599 | 0 |
Investment in mineral right | $ 0 | $ 5,426 |
Organization and basis of accou
Organization and basis of accounting | 12 Months Ended |
Sep. 30, 2021 | |
Organization and basis of accounting | |
Note 1 - Organization and basis of accounting | Note 1 – Organization and basis of accounting Basis of Presentation and Organization Guskin Gold Corp. (fka 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 | 12 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Note 2 - 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 its wholly owned subsidiaries, GGC and Guskin Gold Ghana #1 Limited from June 02, 2021, inception date. 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 cash equivalents of $6,044 at September 30, 2021 and no cash equivalents at September 30, 2020. 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, 2021, the Company had $45,000 in convertible debt which if exercised would convert into 4,500,000 and as of September 30, 2020, and $125,000 in convertible debt which if exercised would convert into 12,500,000 shares of common stock. 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. 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 of Long-lived Assets 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, 2021 and 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, 2021 and 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, 2021 and 2020, the Company had a derivative liability of $11,070,004 and $2,125,113, respectively. 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 | 12 Months Ended |
Sep. 30, 2021 | |
Reverse Merger | |
Note 3 - 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 | 12 Months Ended |
Sep. 30, 2021 | |
Going Concern | |
Note 4 - Going Concern | Note 4 – Going Concern As reflected in the accompanying consolidated financial statements, the Company has net losses of $13,153,494 and $71,150 for the fiscal year ended September 30, 2021 and for the period from May 28, 2020 (inception) to September 30, 2020, respectively. In addition, the Company has accumulated deficit of $13,478,144 and $71,150 and working capital deficit of $11,350,615 and $2,217,549 as of September 30, 2021 and 2020, respectively. 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. |
Investment in Mineral Rights
Investment in Mineral Rights | 12 Months Ended |
Sep. 30, 2021 | |
Investment in Mineral Rights | |
Note 5 - Investment in mineral rights | Note 5 – 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 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 the beginning of November 2021, Company management, while visiting our operations in Ghana, noticed various accounting discrepancies and expenses irregularities relating to AEMG’s activities at the Concession. Additionally, during this time the Company was informed that, on information and belief, AEMG was not the rightful owner of the Concession and in fact had no legal right to enter the Partnership with the Company. Thereafter, the Company met with AEMG on several occasions seeking to resolve these matters in a manner that would be mutually agreeable to both parties. All attempts, as of the date of this report, to resolve the dispute amicably have been unsuccessful. The Company has retained Ghanaian counsel to represent and protect its interests relating to the disputed funds and our ongoing operation in Ghana. Also, on advice of counsel, the Company has turned all evidence of the foregoing over to the proper authorities and currently the matter is under review by the lead prosecutors in Accra, Ghana. |
Loans Payable - Related Party a
Loans Payable - Related Party and Related Party Transactions | 12 Months Ended |
Sep. 30, 2021 | |
Loans Payable - Related Party and Related Party Transactions | |
Note 6 - Loans Payable - Related Party and Related Party Transactions | Note 6 – 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. During the fiscal year ended September 30, 2021, the Company received an additional loan totaling $102,800 and repaid $3,096. These loans mature on February 5, 2022, February 22, 2022, March 26, 2022, April 10, 2022, and May 19, 2022. As of September 30, 2021, a total of $108,451 remains outstanding as of September 30, 2021, the Company recorded accrued interest expense of $1,508. 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, 2021, the Company recorded accrued interest expenses of $314. 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 Board of Directors. As of September 30, 2021, and 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. 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 September 30, 2021, the accrued interest was $311. |
Note Payable
Note Payable | 12 Months Ended |
Sep. 30, 2021 | |
Note Payable | |
Note 7 - Note payable | Note 7 – 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, 2021, and September 30, 2020, $7,500 of note payable remains outstanding. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2021 | |
Income Taxes | |
Note 8 - Income taxes | Note 8 – 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, 2021 2020 Book loss for the year $ (13,153,494 ) $ (71,150 ) Temporary differences: Accrued interest 19,701 4,702 Accounts payable and accrued expenses 142,248 Permanent differences: Stock based compensation 2,340,000 28,200 Amortization of debt discount 79,236 2,614 Change in derivative liability 10,304,893 (12 ) Tax loss for the year (48,672 ) (35,646 ) Estimated effective tax rate 21 % 21 % Deferred tax asset $ (56,157 ) $ (7,486 ) Less: Valuation allowance 7,486 7,486 Net Deferred tax asset $ (48,672 ) $ - Rate Reconciliation: Federal income tax at statutory rate $ (2,762,234 ) $ (14,942 ) Temporary difference 34,009 987 Permanent difference 2,672,067 6,469 Change in Valuation Allowance 7,486 7,486 $ (48,672 ) $ - The tax period since inception is open for examination by taxing authorities through 2026. 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 used to finance its operations, 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, 2021. The Company’s Section 382 estimated analysis has not been completed through September 30, 2021. |
Convertible Notes
Convertible Notes | 12 Months Ended |
Sep. 30, 2021 | |
Convertible Notes | |
Note 9 - Convertible notes | Note 9 – 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 $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 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 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. A summary of value changes to the notes for the year ended September 30, 2021, and 2020 is as follows: September 30, 2021 From May 28, 2020 (Inception) to September 30, 2020 Carrying value of Convertible Notes $ 45,764 $ - Convertible notes assumed - reverse merger - 125,000 Less: Conversion of principal 80,000 - Less: debt discount 79,236 (79,236 ) Carrying value of Convertible Notes, net $ 45,000 $ 45,764 |
Derivative Liability
Derivative Liability | 12 Months Ended |
Sep. 30, 2021 | |
Derivative Liability | |
Note 10 - Derivative liability | Note 10 – 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, 2021 September 30, 2020 Shares of common stock issuable upon exercise of debt 4,500,000 12,500,000 Estimated market value of common stock on measurement date $ 2.47 $ 0.18 Exercise price $ 0.01 $ 0.01 Risk free interest rate (1) 0.11–0.16 % 0.11-0.16 % Expected dividend yield (2) 0 % 0 % Expected volatility (3) 64.21 % 91.28-191 % Expected exercise term in years (4) 0.60 – 1.00 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 fiscal year ended September 30, 2021 is summarized as: Fair value at Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Derivative Liability $ 11,070,004 $ - $ - $ 11,070,004 Derivative Derivative liability as of September 30, 2020 $ 2,125,113 Change in fair value of derivative liability 10,304,893 Reclassification to additional paid-in capital for financial instruments that ceased to be a derivative liability (1,360,000 ) Derivative liability as of September 30, 2021 $ 11,070,004 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 11,070,004 Change in fair value of derivative liability at the end of the period $ 11,070,004 ** The fair value at the remeasurement date is equal to the carrying value on the balance sheet. The change in fair values of the derivative liabilities related to the Convertible Notes for the period from May 28, 2020 (inception) to September 30, 2020 is summarized as: Fair value at 2020 Quoted (Level 1) Significant (Level 2) Significant (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 May 28, 2020 (inception) $ - 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 September 30, 2020 $ 12 ** The fair value at the remeasurement date is equal to the carrying value on the balance sheet. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Sep. 30, 2021 | |
Commitment and Contingencies | |
Note 11 - 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. During the fiscal year ended September 30, 2021, a total of $15,000 in cash has been paid to Mr. Anuison. As of September 30, 2021, a total of $5,000 in cash compensation and 200,000 shares valued at $253,500 in stock based compensation is owed to Mr. Anuison. On August 31, 2020, (the “commencement date”) the Company entered into a three-month term consulting agreement 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. 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 was a member of the Company’s Board of Directors, the Chief Financial Officer (“CFO”), and Secretary. The Company paid Mr. Somuah a monthly salary in the total amount $4,500 per month. Additionally, 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 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. 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 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 received approximately 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. |
Common Stock
Common Stock | 12 Months Ended |
Sep. 30, 2021 | |
Common Stock | |
Note 12 - 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. 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 $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 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 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. On April 19, 2021, the holder of the note in the amount of $25,000 converted all of its note into 2,500,000shares 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 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. During the period from July 1, 2021, to September 30, 2021, the Company received funds from an unrelated third party in the amount of $110,000 in exchange for 440,000 shares of common stock. In addition, the company recorded a subscription receivable of $75,000 in exchange for 300,000 shares of common stock. This is recorded in stockholder equity. As of September 30, 2021, a total of 51,201,265 shares of common stock with par value $0.001 remain outstanding. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Sep. 30, 2021 | |
Subsequent Event | |
Note 13 - Subsequent Event | Note 13 – Subsequent Event On October 06, 2021, the Company received $75,000 from unrelated third party for payment of 300,000 shares of common stock. On October 28, 2021, the Company received $25,000 in exchange for a convertible note from an unrelated third party. On November 16, 2021, the Company received $34,978 in exchange for a convertible note from a n unrelated third party. In the beginning of November 2021, Company management, while visiting our operations in Ghana, noticed various accounting discrepancies and expenses irregularities relating to AEMG’s activities at the Concession. Additionally, during this time the Company was informed that, on information and belief, AEMG was not the rightful owner of the Concession and in fact had no legal right to enter the Partnership with the Company. Thereafter, the Company met with AEMG on several occasions seeking to resolve these matters in a manner that would be mutually agreeable to both parties. All attempts, as of the date of this report, to resolve the dispute amicably have been unsuccessful. The Company has retained Ghanaian counsel to represent and protect its interests relating to the disputed funds and our ongoing operation in Ghana. Also, on advice of counsel, the Company has turned all evidence of the foregoing over to the proper authorities and currently the matter is under review by the lead prosecutors in Accra, Ghana. On January 24, 2022, Guskin Gold Corp., by and through a new wholly owned subsidiary, Guskin Gold Ghana #1 Limited., a company incorporated under the Laws of the Republic of Ghana (collectively, Guskin Gold Corp. and its subsidiary Guskin Gold Ghana Ltd. shall be referred to hereinafter as the “Company”) and Danampco Company Ltd., a company incorporated under the Laws of the Republic of Ghana (the “DCL”) entered into a Joint Venture & Partnership Agreement (the “JV Agreement”) which sets forth the terms and conditions of a joint venture and partnership (the “Partnership”) between themselves relating to precious metal, minerals and mining exploration activities in the Country of Ghana. Per the Agreement DCL granted the Company an exclusive seventy (70%) percent ownership interest in that certain project, located in the Country of Ghana in which DCL has an interest known as the Kukuom Shewn Edged Pink Concession (the “Kukuom Concession”). The Kukuom Concession covers a total surface area of one-hundred fifty-six (156) square kilometers and is located between the cities of Goaso and Bibiani in the Ahafo District of Ghana. The Parties intent 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. As consideration for the Partnership, the Company shall provide all financing (“Financing”), to be remitted in accordance with a work program and budget, necessary to begin exploration of the Kukuom Concession. Additionally, the Company shall issue DCL 500,000 restricted common shares the Company’s common stock, at a per share valuation of $1.00 per share, with such shares shall be issued based on certain milestones, which are fully sent forth in the JV Agreement and Operating Agreement. The foregoing description of the JV Agreement and Operating Agreement (as Schedule A to the JV Agreement) do not purport to be complete and are qualified in their entirety by reference to the full text of both documents which are attached hereto as Exhibit 10.4 (the Operating Agreement is Schedule A to the JV Agreement) and is incorporated herein by reference. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
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 its wholly owned subsidiaries, GGC and Guskin Gold Ghana #1 Limited from June 02, 2021, inception date. 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 cash equivalents of $6,044 at September 30, 2021 and no cash equivalents at September 30, 2020. 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, 2021, the Company had $45,000 in convertible debt which if exercised would convert into 4,500,000 and as of September 30, 2020, and $125,000 in convertible debt which if exercised would convert into 12,500,000 shares of common stock. |
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. |
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 of Long-lived Assets |
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, 2021 and 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, 2021 and 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, 2021 and 2020, the Company had a derivative liability of $11,070,004 and $2,125,113, respectively. |
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) | 12 Months Ended |
Sep. 30, 2021 | |
Reverse Merger | |
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) | 12 Months Ended |
Sep. 30, 2021 | |
Income Taxes | |
Schedule of cumulative deferred tax asset | For the period ended September 30, 2021 2020 Book loss for the year $ (13,153,494 ) $ (71,150 ) Temporary differences: Accrued interest 19,701 4,702 Accounts payable and accrued expenses 142,248 Permanent differences: Stock based compensation 2,340,000 28,200 Amortization of debt discount 79,236 2,614 Change in derivative liability 10,304,893 (12 ) Tax loss for the year (48,672 ) (35,646 ) Estimated effective tax rate 21 % 21 % Deferred tax asset $ (56,157 ) $ (7,486 ) Less: Valuation allowance 7,486 7,486 Net Deferred tax asset $ (48,672 ) $ - Rate Reconciliation: Federal income tax at statutory rate $ (2,762,234 ) $ (14,942 ) Temporary difference 34,009 987 Permanent difference 2,672,067 6,469 Change in Valuation Allowance 7,486 7,486 $ (48,672 ) $ - |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Derivative Liability | |
Schedule of derivative liabilities related to the conversion options using the black scholes option pricing model | September 30, 2021 September 30, 2020 Shares of common stock issuable upon exercise of debt 4,500,000 12,500,000 Estimated market value of common stock on measurement date $ 2.47 $ 0.18 Exercise price $ 0.01 $ 0.01 Risk free interest rate (1) 0.11–0.16 % 0.11-0.16 % Expected dividend yield (2) 0 % 0 % Expected volatility (3) 64.21 % 91.28-191 % Expected exercise term in years (4) 0.60 – 1.00 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 2021 (Level 1) (Level 2) (Level 3) Derivative Liability $ 11,070,004 $ - $ - $ 11,070,004 Fair value at 2020 Quoted (Level 1) Significant (Level 2) Significant (Level 3) Derivative Liability $ 2,125,113 $ - $ - $ 2,125,113 |
Schedule of derivative liability fair value for financial instruments | Derivative Derivative liability as of September 30, 2020 $ 2,125,113 Change in fair value of derivative liability 10,304,893 Reclassification to additional paid-in capital for financial instruments that ceased to be a derivative liability (1,360,000 ) Derivative liability as of September 30, 2021 $ 11,070,004 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 11,070,004 Change in fair value of derivative liability at the end of the period $ 11,070,004 ** The fair value at the remeasurement date is equal to the carrying value on the balance sheet. Change in Change in fair value of derivative liability at May 28, 2020 (inception) $ - 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 September 30, 2020 $ 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, 2021 | Sep. 30, 2020 | Jun. 02, 2020 | Apr. 30, 2020 | Jan. 16, 2020 |
Ownership percentage | 100.00% | |||||
Restricted common stock | 28,200,000 | |||||
Common stock, shares issued | 51,201,265 | 29,211,265 | 50,000 | |||
Custodian Ventures, LLC [Member] | ||||||
Ownership percentage | 94.60% | |||||
Common stock, shares issued | 956,440 | |||||
Purchase price | $ 145,000 | |||||
Payable Closing in exchange Shares | $ 157,640 | |||||
Note outstanding | $ 67,360 | |||||
Custodian Ventures, LLC [Member] | Restricted Stock [Member] | ||||||
Common stock, shares issued | 956,440 | |||||
GGC [Member] | ||||||
Ownership percentage | 96.54% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 02, 2020 | May 27, 2020 | |
Summary of Significant Accounting Policies | ||||
Cash | $ 0 | $ 6,044 | $ 5,000 | |
Escrow amount | 13,752 | |||
Convertible Debt, Current | $ 125,000 | $ 45,000 | ||
Conversion of stock shares issued (in Shares) | 12,500,000 | 4,500,000 | ||
Derivative liability | $ 2,125,113 | $ 11,070,004 | $ 0 |
Reverse Merger (Details)
Reverse Merger (Details) | Sep. 30, 2021USD ($) |
Reverse Merger | |
Total Assets assumed | $ 27,502 |
Total Liabilities assumed | (2,202,101) |
Net Liabilities assumed | $ (2,174,599) |
Reverse Merger (Details Narrati
Reverse Merger (Details Narrative) - shares | Sep. 03, 2020 | Sep. 22, 2020 |
Reverse Merger | ||
Issued of share exchange | 28,200,000 | |
Shares issued of common stock | 28,200,000 | |
Percentage of issued and outstanding shares | 100.00% | 96.54% |
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. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Going Concern | ||
Accumulated deficit | $ (71,150) | $ (13,478,144) |
Book loss for the year | (71,150) | (13,153,494) |
Working capital deficit | $ (2,217,549) | $ (11,350,615) |
Investment in Mineral Rights (D
Investment in Mineral Rights (Details Narrative) - USD ($) | Jun. 10, 2021 | Jan. 12, 2021 | Jan. 11, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 02, 2020 |
Qwnership interest, percentage | 50.00% | |||||
Restricted common shares issued during period | 2,000,000 | 13,000,000 | 13,000,000 | |||
Common stock, at a per share valuation | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock total fair value | $ 51,201 | $ 29,211 | ||||
Joint Venture And Partnership Agreement With Africa Exploration And Minerals Group Limited [Member] | ||||||
Qwnership interest, percentage | 50.00% | |||||
Non controlling interest rate, percentage | 25.00% | |||||
Restricted common shares issued during period | 250,000 | |||||
Common stock, at a per share valuation | $ 0.0217 | |||||
Common stock total fair value | $ 5,426 | |||||
Impairment loss total | 81,923 | |||||
Advanced payment to AEMG | $ 67,500 |
Loans Payable Related Party and
Loans Payable Related Party and Related Party Transactions (Details Narrative) - USD ($) | Jan. 04, 2021 | Jun. 02, 2020 | Sep. 22, 2020 | Jun. 26, 2020 | Jun. 18, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 |
Additional expenses | $ 5,910 | |||||||
Unsecured loans maturity term | 1 year | |||||||
Due from related third party | $ 17,000 | |||||||
Unsecured and bears an interest rate | 2.5 | |||||||
Accrued interest expense | $ 311 | |||||||
U Green Enterprises [Member] | ||||||||
Loans payable | $ 14,496 | $ 14,496 | ||||||
CEO [Member] | ||||||||
Additional expenses | $ 4,500 | $ 354 | ||||||
Accrued interest expense | $ 48 | $ 1,508 | ||||||
Companies related expenses | $ 1,630 | |||||||
Outstanding loan | 108,451 | |||||||
Repaid Loans | 3,096 | |||||||
Received an additional loans | $ 102,800 | |||||||
Interest rate | 2.50% | |||||||
Loans maturity date | These loans mature on February 5, 2022, February 22, 2022, March 26, 2022, April 10, 2022, and May 19, 2022. | |||||||
Shareholder [Member] | ||||||||
Unsecured loans maturity term | 1 year | |||||||
Accrued interest expense | $ 78 | $ 314 | ||||||
Companies related expenses | $ 3,500 | |||||||
Interest rate | 2.50% |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | 1 Months Ended | ||
Sep. 22, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Maturity term | 1 year | ||
Note Payable [Member] | |||
Loan amount | $ 7,500 | ||
Interest rate | 2.50% | ||
Notes payable | $ 7,500 | $ 7,500 | |
Maturity term | 1 year |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Income Taxes | ||
Book loss for the year | $ (71,150) | $ (13,153,494) |
Temporary differences: | ||
Accrued interest | 4,702 | 19,701 |
Accounts payable and accrued expenses | 142,248 | |
Permanent differences: | ||
Stock based compensation related income tax | 28,200 | 2,340,000 |
Amortization of debt discount | 2,614 | 79,236 |
Change in derivative liability | (12) | 10,304,893 |
Tax loss for the year | $ (35,646) | $ (48,672) |
Estimated effective tax rate | 21.00% | 21.00% |
Deferred tax asset | $ (7,486) | $ (56,157) |
Less: Valuation allowance | 7,486 | 7,486 |
Net Deferred tax asset | $ 0 | $ (48,672) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 4 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Income Taxes | ||
Federal income tax at statutory rate | $ (14,942) | $ (2,762,234) |
Temporary difference | 987 | 34,009 |
Permanent difference | 6,469 | 2,672,067 |
Change in Valuation Allowance | 7,486 | 7,486 |
Rate Reconciliation, Total | $ 0 | $ (48,672) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Taxes | ||
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 2026. | |
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 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Loans Payable - Related Party and Related Party Transactions | ||
Carrying value of Convertible Notes | $ 0 | $ 45,764 |
Convertible notes assumed - reverse merger | 125,000 | 0 |
Less: Conversion of principal | 0 | 80,000 |
Less: debt discount | (79,236) | 79,236 |
Carrying value of Convertible Notes, net | $ 45,764 | $ 45,000 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - USD ($) | Jan. 04, 2021 | Sep. 22, 2020 | Sep. 30, 2020 | Apr. 19, 2021 | Apr. 18, 2021 | Apr. 17, 2021 | Apr. 16, 2021 |
Convertible note | $ 3,000,000 | ||||||
Debt discount | 117,640 | ||||||
Accrued interest | $ 311 | ||||||
Convertible Notes Payable [Member] | |||||||
Convertible note | $ 25,000 | $ 25,000 | $ 15,000 | $ 15,000 | |||
Debt discount | $ 117,640 | $ 5,554 | $ 1,875 | $ 500 | $ 542 | ||
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 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. | ||||||
Convertible Debt | $ 7,360 | ||||||
Accrued interest | $ 4,576 | ||||||
Convertible notes converted into shares of common stock | 2,500,000 | 2,500,000 | 1,500,000 | 1,500,000 | |||
Convertible notes converted into shares of common stock amount | $ 450,000 | $ 450,000 | $ 270,000 | $ 270,000 | |||
Convertible notes converted into shares of common stock per share | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 |
Derivative Liability (Details)
Derivative Liability (Details) - $ / shares | 4 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Shares of common stock issuable upon exercise of debt (in Shares) | 12,500,000 | 4,500,000 |
Estimated market value of common stock on measurement date (in Dollars per share) | $ 0.18 | $ 2.47 |
Exercise price (in Dollars per share) | $ 0.01 | $ 0.01 |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 64.21% | |
Minimum [Member] | ||
Expected volatility | 91.28% | |
Risk free interest rate | 0.11% | 0.11% |
Expected exercise term in years | 7 months 6 days | 7 months 6 days |
Maximum [Member] | ||
Expected volatility | 191.00% | |
Risk free interest rate | 0.16% | 0.16% |
Expected exercise term in years | 1 year | 1 year |
Derivative Liability (Details 1
Derivative Liability (Details 1) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 | May 27, 2020 |
Derivative Liability | $ 11,070,004 | $ 2,125,113 | $ 0 |
Quoted Market Price For Identical Assey Liabilities [Member] | |||
Derivative Liability | 0 | 0 | |
Fair Value Inputs Level 3 [Member] | |||
Derivative Liability | 11,070,004 | 2,125,113 | |
Significant Other Observable Inputs [Member] | |||
Derivative Liability | $ 0 | $ 0 |
Derivative Liability (Details 2
Derivative Liability (Details 2) - USD ($) | 4 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Derivative Liability (Details) | ||
Derivative liability, beginning balance | $ 0 | $ 2,125,113 |
Change in fair value of derivative liability | (12) | 10,304,893 |
Fair value for convertible instruments - reverse merger | 2,125,113 | |
Reclassification to additional paid-in capital for financial instruments that ceased to be a derivative liability | 0 | (1,360,000) |
Derivative liability, ending balance | $ 2,125,113 | $ 11,070,004 |
Derivative Liability (Details 3
Derivative Liability (Details 3) - USD ($) | 4 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Derivative Liability (Details) | ||
Change in fair value of derivative liability at the beginning of period | $ 0 | $ 0 |
Day one gains/(losses) on valuation | 0 | 0 |
Gains/(losses) from the change in fair value of derivative liability | 12 | 11,070,004 |
Change in fair value of derivative liability at the end of the period | $ 0 | $ 11,070,004 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) - USD ($) | Jul. 13, 2021 | Jun. 10, 2021 | Jan. 12, 2021 | Jan. 11, 2021 | Jun. 02, 2020 | Jun. 30, 2021 | Aug. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Common shares value (in Shares) | 50,000 | 51,201,265 | 29,211,265 | ||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Stock based compensation for common stock value | $ 253,500 | ||||||||
Common shares compensation value (in Shares) | 200,000 | ||||||||
Cash compensation | $ 5,000 | $ 6,044 | $ 0 | ||||||
Vested shares | 50,000 | ||||||||
Salary | $ 4,500 | ||||||||
Restricted common shares issued during period | 2,000,000 | 13,000,000 | 13,000,000 | ||||||
Restricted common shares issued during period, value | $ 2,340,000 | ||||||||
Qwnership interest, percentage | 50.00% | ||||||||
AEMG [Member] | |||||||||
Common stock, par value (in Dollars per share) | $ 0.0217 | ||||||||
Restricted common shares issued during period | 250,000 | 250,000 | |||||||
Restricted common shares issued during period, value | $ 5,426 | $ 5,426 | |||||||
Advances | $ 500,000 | ||||||||
Month One [Member] | |||||||||
Consultant services fees | $ 7,500 | ||||||||
Month Two [Member] | |||||||||
Consultant services fees | 2,500 | ||||||||
Month Three [Member] | |||||||||
Consultant services fees | $ 2,500 | ||||||||
CFO [Member] | |||||||||
Salary | $ 4,500 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Jun. 10, 2021 | Jan. 12, 2021 | Jan. 11, 2021 | Sep. 03, 2020 | Jun. 30, 2021 | Sep. 22, 2020 | May 27, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Apr. 19, 2021 | Apr. 18, 2021 | Apr. 17, 2021 | Apr. 16, 2021 | Jun. 02, 2020 |
Stock value issued for sevices (in Dollars) | $ 13,200 | ||||||||||||||
Stock issued for services | 13,200,000 | ||||||||||||||
Percentage of issued and outstanding shares | 100.00% | 96.54% | |||||||||||||
Restricted common stock | 28,200,000 | ||||||||||||||
Common stock, shares outstanding | 51,201,265 | 29,211,265 | 51,201,265 | ||||||||||||
Restricted common shares issued during period | 2,000,000 | 13,000,000 | 13,000,000 | ||||||||||||
Restricted common shares issued during period, value | $ 2,340,000 | ||||||||||||||
Received funds from unrelated third party, amount | $ 110,000 | ||||||||||||||
Received funds from unrelated third party in exchange of common stock shares | 440,000 | ||||||||||||||
Subscription receivable | $ 75,000 | $ 75,000 | |||||||||||||
Subscription receivable in exchange of common stock shares | 300,000 | 300,000 | |||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Common stock issued for services (in Shares) | 12,500,000 | 4,500,000 | |||||||||||||
Convertible note | $ 3,000,000 | ||||||||||||||
Debt discount | 117,640 | ||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||
Convertible note | $ 25,000 | $ 25,000 | $ 15,000 | $ 15,000 | |||||||||||
Convertible notes converted into shares of common stock | 2,500,000 | 2,500,000 | 1,500,000 | 1,500,000 | |||||||||||
Convertible notes converted into shares of common stock amount | $ 450,000 | $ 450,000 | $ 270,000 | $ 270,000 | |||||||||||
Convertible notes converted into shares of common stock per share | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | |||||||||||
Debt discount | $ 117,640 | $ 5,554 | $ 1,875 | $ 500 | $ 542 | ||||||||||
AEMG [Member] | |||||||||||||||
Restricted common shares issued during period | 250,000 | 250,000 | |||||||||||||
Restricted common shares issued during period, value | $ 5,426 | $ 5,426 | |||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0217 | ||||||||||||||
Naana Asante [Member] | |||||||||||||||
Stock value issued for sevices (in Dollars) | $ 15,000 | ||||||||||||||
Common stock issued for services (in Shares) | 15,000,000 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) | Oct. 06, 2021USD ($)shares | Jun. 10, 2021shares | Jan. 12, 2021shares | Jan. 11, 2021shares | Jan. 24, 2022ft²$ / sharesshares | Nov. 16, 2021USD ($) | Oct. 28, 2021USD ($) | Sep. 30, 2021USD ($)shares |
Received funds from unrelated third party in exchange of common stock shares | 440,000 | |||||||
Received funds from unrelated third party, amount | $ | $ 110,000 | |||||||
Ownership interest percentage | 50.00% | |||||||
Restricted common shares issued during period | 2,000,000 | 13,000,000 | 13,000,000 | |||||
Subsequent Event [Member] | ||||||||
Received funds from unrelated third party in exchange of common stock shares | 300,000 | |||||||
Received funds from unrelated third party, amount | $ | $ 75,000 | $ 34,978 | ||||||
Received funds from unrelated third party in exchange of common stock | $ | $ 25,000 | |||||||
Ownership interest percentage | 70.00% | |||||||
Restricted common shares issued during period | 500,000 | |||||||
Restricted common stock, price per share | $ / shares | $ 1 | |||||||
Total surface area | ft² | 156 |