UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 For the fiscal year ended: September 30, 2022

 

OR

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

 

For the transition period from __________ to __________

 

Commission file number: 333-171636

 

GUSKIN GOLD CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada

 

27-1989147

(State or other jurisdiction of

Incorporation or organization)

 

(IRS Employer

Identification No.)

 

4500 Great America Parkway, PMB 38, Ste 100

Santa Clara, CA 95054

(Address of principal executive offices and zip code)

 

(408) 766-1511

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Par Value(s)

 

Name of each exchange on which registered

None

 

N/A

 

N/A

 

Securities registered pursuant to section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

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

 

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated Filer

☒

Smaller Reporting company

☒

 

 

Emerging Growth company

☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

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

 

As of March 31, 2022 (last business day of the registrant’s most recently completed second fiscal quarter ), based upon the last reported trade on that date ($1.45), the aggregate market value of the voting and non-voting common equity held by non-affiliates (for this purpose, all outstanding and issued common stock minus stock held by the officers, directors and known holders of 10% or more of the Company’s common stock) was $69,592,496.

 

As of January 10, 2023, there were 47,994,825 shares of the issuer’s common stock, $0.001 par value per share, outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE: None.

 

 

 

 

GUSKIN GOLD CORP.

 

Form 10-K

 

INDEX

 

 

 

 

Page

 

Part I

 

 

3

 

Item 1

Business

 

3

 

Item 1A

Risk Factors

 

12

 

Item 1B

Unresolved Staff Comments

 

12

 

Item 2

Properties

 

12

 

Item 3

Legal Proceedings

 

12

 

Item 4

Mine Safety Disclosures

 

12

 

 

 

 

 

 

Part II

 

 

13

 

Item 5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

13

 

Item 6

Selected Financial Data

 

15

 

Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

15

 

Item 7A

Quantitative and Qualitative Disclosures about Market Risk

 

17

 

Item 8

Financial Statements and Supplementary Data

 

18

 

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

18

 

Item 9A

Controls and Procedures

 

18

 

Item 9B

Other Information

 

19

 

 

 

 

 

 

Part III

 

 

20

 

Item 10

Directors and Executive Officers and Corporate Governance

 

20

 

Item 11

Executive Compensation

 

23

 

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

25

 

Item 13

Certain Relationships and Related Transactions, and Director Independence

 

26

 

Item 14

Principal Accounting Fees and Services

 

28

 

 

 

 

 

 

Part IV

 

 

29

 

Item 15

Exhibits, Financial Statement Schedules

 

29

 

 

 

 

 

 

Signatures

 

 31

 

 
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Table of Contents

 

PART I

 

FORWARD-LOOKING STATEMENTS

 

Some discussions in this Annual Report on Form 10-K contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties and relate to future events or future financial performance. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this Form 10-K. Forward-looking statements are often identified by words such as “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” “plans,” “seek” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.

 

These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” below that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section as well as those discussed elsewhere in this Form 10-K.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. However, readers should carefully review the risk factors set forth in other reports or documents the Company files from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. All written and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.

 

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS

 

The forward-looking statements made in this report on Form 10-K relate only to events or information as of the date on which the statements are made in this report on Form 10-K. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.

 

ITEM 1. BUSINESS.

 

Corporate History

 

Guskin Gold Corp. (fka Inspired Builders, Inc.), a Nevada Corporation (the “Company”, “Guskin”, “we”, and “us”), was incorporated in the State of Nevada in February 2010, as Inspired Builders, Inc. We previously focused on repairing and providing home improvements for homeowners and then acquiring, investing in, developing, and managing real estate properties and related investments. On August 15, 2017, pursuant to another change in control transaction we ceased all operations as a real estate company.

 

On January 16, 2020, Santa Alba, LLC, our former majority shareholder, sold 956,440 shares of common stock to Custodian Ventures, LLC for an aggregate purchase price of $145,000. At this point there was a change of control of the Company and Kai Ming Zhao resigned as President, Secretary, Treasurer and Director and David Lazar was appointed as President, Secretary, Treasurer and Director.

 

 
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On April 30, 2020, Custodian Ventures, LLC, a Wyoming limited liability company (“CVL”) and the Company entered into a Stock Purchase Agreement (“Agreement”) with U Green Enterprise, a Ghana corporation (the “Purchaser”). The Agreement closed upon execution on April 30, 2020. Pursuant to the Agreement, CVL agreed to sell and Purchaser agreed to purchase 956,440 restricted common stock shares of the Company (the “Shares”), representing approximately 94.6% of the Company’s outstanding shares of common stock. The Agreement resulted in a change of control of the Company and David Lazar resigned effective immediately as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and sole director and Edward Somuah was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and sole director.

 

On September 3, 2020, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Guskin Gold Corporation, a Nevada limited liability company (“GGC”), and the controlling stockholders of GGC (the “GGC Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired One Hundred Percent (100%) the issued and outstanding equity interest of GGC from the GGC Shareholders (the “GGC Shares”) and in exchange the Company issued to GGC an aggregate of Twenty-Eight Million Two Hundred Thousand (28,200,000) shares of restricted common stock of the Company. As a result of the Share Exchange Agreement, GGC become a wholly owned subsidiary of the Company. The Share Exchange Agreement contains customary representations and warranties. Further, the Share Exchange Agreement contains the following conditions to closing and the closing of the Share Exchange shall only occur once the following conditions have been satisfied: (i) approval from the Company’s shareholders; and, (ii) GGC provides the Company with audited financial statements, with such financial statements being prepared by an independent accounting firm registered with the Public Company Accounting Oversight Board (PCAOB).

 

As of September 22, 2020 (the “Closing Date”), the transactions contemplated by the Share Exchange Agreement have been satisfied, accordingly the Share Exchange Agreement is closed (“Closing”).

 

Concurrent with the Closing of the Share Exchange Agreement, the Company’s Board of Directors, having received the written consent of shareholders holding a majority of the Company’s outstanding shares of common stock, approved: (i) an amendment to the Company’s Articles of Incorporation to change the Company’s name from Inspired Builders, Inc. to Guskin Gold Corp. (the “Corporate Name Change”); and (ii) a change to the Company’s OTC trading symbol from ISRB to GUSK, or if unavailable to GGCO or GKIN (the “Symbol Change”). Nevada corporate law permits holders of a majority of the voting power to take shareholder action by written consent. Accordingly, the Company did not hold a meeting of its shareholders to consider or vote upon the Corporate Name Change or Symbol Change. The Corporate Name Change and Symbol Change (to GKIN) became effective December 4, 2020. 

 

The Share Exchange Agreement is qualified in its entirety by the complete copy of the Share Exchange Agreement, which was filed with the SEC on September 8, 2020, as part of our Current Report on Form 8-K as Item 10.01 and is incorporated by reference herein.

 

Our year end is September 30. We are a development stage enterprise. Accordingly, our current plan of operation consists of identifying, assessing, and vetting various gold and mineral properties, specifically focusing on gold properties and the exploration and potential development of small-scale gold mining operations in Africa, as discussed in detail below. As the new business operations and direction of the Company shall be that of its wholly owned subsidiary, Guskin Gold Corporation.

 

Our principal office is located at 4500 Great America Parkway, PMB 38, Ste 100 Santa Clara, CA 95054 and we maintain a mailing address as 2nd Brewery Link Box mp 2797, Momprobi-Accro, Ghana. Our telephone number is (408) 766-1511 and our e-mail contact is info@guskingold.com. Our website can be viewed at www.guskingold.com. The Company has not filed for bankruptcy, receivership or any similar proceedings nor is in the process of filing for bankruptcy, receivership, or any similar proceedings.

 

 
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Emerging Growth Company

 

We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups (“JOBS”) Act.

 

We shall continue to be deemed an emerging growth company until the earliest of

 

(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

 

(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement;

 

(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

 

(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b -2 of title 17, Code of Federal Regulations, or any ‘successor thereto’.

 

As an emerging growth company, we are exempt from Section 404(b) of Regulation S-K. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

 

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

 

As an emerging growth company, we are exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

 

We have elected not to opt out of the extended transition period for complying with any new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

 

Our Growth Strategy & Corporate Values

 

Our long-term goal is to become a leading, sustainable, and efficient small to medium sized gold producer. We intend to achieve this through creating value for our shareholders by minimizing risks related to exploration, mining, and processing of our mineral resources and increasing efficiency. Our primary focus is on gold production in Ghana, West Africa, but we may diversify into other minerals and countries over time. 

 

People

 

We believe that people are our most important asset, and it is our highest priority to create and maintain a safe and healthy working environment, from both personnel and an environmental prospective. We intend to operate all future properties and claims utilizing both cost effective and cutting-edge safety measures to ensure a sustainable working relationship for our employees and the communities in which we will operate. 

 

Social responsibility

 

We intend to actively engage with the local communities in the areas in which we will operate by prioritizing the local population when employing staff. 

 

Responsible mining

 

Environmental responsibility is a central issue in a company with operations involving environmental risks. Accordingly, we intend to adhere to the social, environmental, and economic principles of sustainable development, and the ongoing role of sustainability as a critical differentiating factor in who we are and how we conduct our business. Our commitment to sustainability includes the promotion of fundamental human rights, especially of those who live in the communities where we operate and those with whom we work. 

 

 
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Integrity and Corporate Governance

 

We will strive to continually evaluate the Company’s compliance with corporate governance standards, reviewing and monitoring the effectiveness of the Company’s policies, standards and practices directed to ensuring that the Company complies with applicable laws and regulations and conforms with the highest standards of financial and ethical behavior.

 

Risk management

 

We will intend to establish, maintain, and evolve our risk management frameworks, systems, policies, standards and procedures to effectively manage financial, health, safety, environment, community and other operational risks and where those risks could have a material impact on the Company’s businesses and operations, formulating strategies for mitigating these risks for consideration by the Board.

 

Current Operations – Ghana, West Africa

 

Our business activity is the early-stage development of a business focusing on the acquisition of gold properties, and the exploration and potential development of gold mining operations in Africa, specifically focused currently in the Republic of Ghana, West Africa. Ms. Asante, our new CEO has traveled to Ghana seven times over the past 18 months, for the purpose of meeting with geologist, attorneys, and other qualified individuals in furtherance of identifying potential acquisition properties in Ghana and the subsequent exploration of these projects, if any, and the further development of these projects with the potential goal of attaining production of gold in Ghana. Ghana is a well-known mining jurisdiction with a long history of gold production and a highly trained workforce. The mining tenure, royalty and tax laws are stable and well legislated. While the Company’s current focus is in Ghana, we are actively seeking out opportunities throughout the continent of Africa.

 

On June 1, 2021, the Company and Africa Exploration & Minerals Group Limited, a company incorporated in Ghana (the “AEMG”) entered into a Joint Venture & Partnership Agreement (the “JV Agreement”) setting 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. The initial project that the Parties were to undertake was an approximately 1 square km of the Shewn Edged Pink Concession (the “Concession”). 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. The Company will continue to assist the authorities in any manner necessary and will continue to protect and preserve all remedies available to the Company at law, both in Ghana and in the United States, as necessary.

 

 
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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. 

 

On February 7, 2022, Guskin Gold Corp., enter into that certain Joint Venture & Partnership Agreement (the “Ensuro JV Agreement”) by and through Guskin Gold Ghana Ltd., a company incorporated under the Laws of the Republic of Ghana, and the Corporation’s wholly owned subsidiary, (collectively, Guskin Gold Corp. and its subsidiary Guskin Gold Ghana Ltd. shall be referred to hereinafter as the “Company”) with Ensuro Group of Companies Limited, a company incorporated under the Laws of the Republic of Ghana (the “Ensuro”). The Ensuro JV Agreement sets forth the terms and conditions of an unincorporated joint venture and partnership (the “Partnership”) between the parties relating to precious metal, minerals and mining exploration activities in the Country of Ghana. Per the Agreement DCL shall grant the Corporation 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 Tepa Concession (the “Tepa Concession”) which covers a total surface area of fifty (50) acres and is located in the Ashanti Region of Ghana in exchange the Corporation shall provide all such financing necessary to exploit the Tepa Concession in accordance with a preapproved work program and budget. Additionally, the Corporation shall pay to Ensuro an access fee of Three Hundred Thousand (GH₵300,000) Ghana Cedi upon execution of the Ensuro JV Agreement (the “Access Fee”). The Access Fee shall be treated as a loan to Ensuro which will be repaid from the initial monies earned form the exploration, development, or exploitation of the Tepa Concession.

 

The specific terms and conditions relating to the operations of the Tepa Concession are set forth in that certain Operating Agreement (“Operating Agreement”), which is attached to the JV Agreement as Schedule A.

 

 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 were filed as Exhibit 10.1 to our Form 8-K filed on February 8, 2022 (the Operating Agreement is Schedule A to the JV Agreement) and is incorporated herein by reference.

 

In conducting due diligence on any potential property, the Company focuses on the following critical factors when evaluating each properties merit:

 

 

·

the historical exploration work completed to date, including but not limited to, all geological, geochemical, geophysical, drill and core samples, and exploration data(s) and maps, all technical data; and,

 

 

 

 

·

the legal, government, and or regulatory affairs of the business or property.

 

The Company is seeking opportunities in the alluvial and or hard-rock gold sector. We believe these sectors will give us the best advantage in Ghana initially. By way of example and for clarity, there are two types of gold: alluvial gold that is often found in riverbeds and amalgam gold that is located in ore. In Ghana, both types of gold exist, however, initially we are focused on identification of properties where alluvial mining would be the method for extracting any gold deposits as we believe these will be more be financially beneficial to the Company and our shareholders.

 

 
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A successful approach to gold exploration involves a variety of traditional exploration techniques coupled with modern technological advances utilized in close conjunction in a systematically outlined manner that adhere strictly to industry standards to produce acceptable results. An example of this approach is outlined as follows:

 

Field Mapping

 

The foremost activity to be carried out in any new exploration would be field mapping. Here, field geologists and technicians will work hand in hand to assess the ground conditions and to evaluate the nature of current ground conditions. This among other things will reveal field intricacies included but not limited to artisanal workings for instance. The mapping team would be tasked to also locate the reported any old trenches and mark them out for follow up. They will carry out geological mapping such as mapping of outcrops. Another task to be carried out by the team would be to map out low lying areas which in turn will help in the future soil geochem planning.

 

Soil Sampling

 

Obtaining and storing a small amount of soil for visual inspection and laboratory testing for the determination of the soil unit geological provenance, characteristics and geotechnical engineering design parameters

 

Trenching

 

Trenching is going to be a major exploration technique on any property being explored by the Company. Trenches or pits may be dug by mechanical excavators as part of mineral exploration or mining permits. Trenches and pits may be dug when areas of earth containing minerals are shown to be present and need further testing. The trenching will be done in phases within the exploration campaign. Areas deemed as more prospective by virtue of the soil geochem results will be treated as high priority areas. Positive outcomes will warrant adjacent trenches to be opened along strike and that will be done when results are received from the laboratory.

 

Auger Drilling & Geophysical

 

In areas where trenching becomes a challenge, auger drilling would be the ideal approach to turn to. Such an approach is carefully followed through when there is a positive indication as to the continuation an anomaly. Geophysical surveys could also come in handy in confirming such scenarios but must be done with caution especially where there is limited geological evidence to prove such an occurrence. When there is great certainty of continuation of anomalous trends into alluvial terrains; such terrains will be auger drilled to verify the continuity of anomalies at depth.

 

Drilling

 

If the foregoing approach indicates noteworthy gold targets, coupled with the geophysics, the next step will be to complete a preliminary drill program to evaluate the potential size and nature of the deposit (s) there is within the prospects.

 

Quality Assurance Quality Control (QAQC)

 

A good Quality Control Quality Assurance program will identify problems in the sampling and analyses stream so that they may be fixed as soon as possible. QAQC will be designed and implemented to accompany all datasets during the exploration program especially during the drilling phase. The objective of the QAQC implementation is largely to ensure general sample quality as well as guaranteed results at all stages of drilling. It is a best practice that every drill database be accompanied by a sound QAQC program as a stamp of authority at all times. To this end, there is a huge responsibility to the technical (geological) team to ensure that human errors are reduced to the barest minimal and that will pave way to be able to monitor the laboratory in an effective manner.

 

Operations in Ghana

 

Ghana is situated on the west coast of Africa, approximately 600 kilometers (“km”) north of the Equator on the Gulf of Guinea. Accra, the capital city of Ghana, is located almost exactly on the Prime Meridian. The former British colony changed its name from the Gold Coast to Ghana upon achieving independence on March 6, 1957. Ghana is now a republic with a population of approximately 28 million people and a democratically elected government. English remains the official and commercial language.

 

 
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Ghana is the fastest growing economy in the world according to the World Bank’s Ease of Doing Business Report 2019. It also has one of the best judicial systems in the world measured by rule of law, World Justice Projects (WJP) Rule of Law Index 2017-2018. In 2015, Ghana ranked 6th in Africa on the World Bank’s Ease of Doing Business barometer. It’s ranked as the most stable political environment in West Africa, with the most competitive economy, backed by a government committed to policies that reduce the cost of doing business and promoting investor confidence. Growth potential can be seen through improved taxes in Ghana. Ghana cut its corporate tax rate in 2016 and 2017 and has a mineral royalty to a sliding scale based on gold prices, from a 5 percent flat rate.

 

The Ghanaian legal system is generally modelled after and based on the British common law. The laws of Ghana include the Constitution, national laws passed by Parliament (or under authority granted by Parliament) and the common law of Ghana. The common law of Ghana includes customary rules which apply to particular communities in Ghana and which may or may not be consistent with the Constitution or a specific national law.

 

Ghana is a mining friendly country with two mining colleges and a large workforce trained in the disciplines of geology, exploration methods and mining engineering.

 

The Company is of the view that any risks associated with its corporate structure and its foreign operations are minimal and can be effectively managed by the Company without undue burden or associated costs.

 

Rights in Ghana

 

The Constitution of Ghana vests title in every mineral in its natural state to the Government of Ghana. The exercise of any mineral right in the form of reconnaissance, exploration, or exploitation of any mineral in Ghana requires an appropriate license or mineral right to be issued by the Government of Ghana acting through the Minister responsible for Lands and Natural Resources. The Minister responsible for Lands and Natural Resources administers, promotes and regulates Ghana’s mineral wealth through the Minerals Commission, a governmental organization designed in accordance with the Minerals Commission Act 1993 (Act 450) and the Minerals and Mining Act 2006 (“2006 Mining Act”).

 

Pursuant to the 2006 Mining Act, a number of regulations were passed in 2012 to clarify and implement provisions of the 2006 Mining Act. These regulations relate to matters such as licensing, local content, technical issues, mineral right holding costs, mine support services and payment of compensation to persons impacted by mining operations. Once a license or mineral right is issued to an entity by the Government of Ghana, Ghanaian mining laws prevent that license or mineral right from being transferred, assigned, or mortgaged by the licensee or mineral right holder without the prior written approval of the Government of Ghana. The Ghana Minerals Commission is also required to maintain a public register of all applications, grants, variations, transfers, suspensions and cancellations of such licenses or mineral rights. Official searches may be conducted in the public register to obtain information regarding any license or mineral right granted by the Government of Ghana.

 

In order to confirm the Company’s title in its material mineral properties, the Company will, from time to time, obtain legal opinions from its local Ghanaian counsel regarding rights, title and interests in and to its material mineral properties.

 

Ghanaian law sets mineral royalties at a flat rate of 5% of mineral revenues.

 

Government Regulation

 

General

 

The Company’s activities are subject to extensive federal, state, and local laws governing the protection of the environment, prospecting, development, production, taxes, labor standards, occupational health, mine safety, toxic substances, and other matters. The costs to comply with such regulatory requirements are substantial and possible future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the development and continued operation of the Company’s properties, the extent of which cannot be predicted. In the context of environmental permitting, including the approval of reclamation plans, the Company must comply with known standards and regulations which may entail significant costs and delays. Although the Company has been recognized for its commitment to environmental responsibility and believes it is in substantial compliance with applicable laws and regulations, amendments to current laws and regulations, more stringent application or interpretation of these laws and regulations through judicial review, or administrative action or the adoption of new laws could have a material adverse effect upon the Company and its results of operations.

 

 
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Environmental matters in Ghana, including those related to mining, fall primarily under the oversight of the Environmental Protection Agency (“EPA”), as well as the Minerals Commission and their Mines Inspectorate Division. The EPA has acts and regulations that govern, among other things, environmental and socioeconomic impact assessments and statements, environmental management plans, emissions to the environment, environmental auditing and review, and mine closure and reclamation, to which the Company’s operations are subject. Additional provisions governing mine environmental management are provided in the Minerals and Mining Act, 2006, and Minerals and Mining Regulations, 2012.

 

The Company’s future mining, processing, development, and mineral exploration activities will also subject to various laws governing prospecting, development, production, taxes, labor standards, occupational health and safety, land rights of local people and other matters. New rules and regulations may be enacted, or existing rules and regulations may be modified and applied in a manner that could have an adverse effect on the Company’s financial position and results of operations.

 

Market, Customers, and Distribution Methods

 

Although there can be no assurance, large and well capitalized markets are readily available for all metals and precious metals throughout the world. A very sophisticated futures market for the pricing and delivery of future production also exists. The price for metals is affected by a number of global factors, including economic strength and resultant demand for metals for production, fluctuating supplies, mining activities and production by others in the industry, and new and or reduced uses for subject metals.

 

The mining industry is highly speculative and of a very high-risk nature. As such, mining activities involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Few mining projects actually become operating mines.

 

The mining industry is subject to a number of factors, including intense industry competition, high susceptibility to economic conditions (such as price of metal, foreign currency exchange rates, and capital and operating costs), and political conditions (which could affect such things as import and export regulations, foreign ownership restrictions). Furthermore, the mining activities are subject to all hazards incidental to mineral exploration, development and production, as well as risk of damage from earthquakes, any of which could result in work stoppages, damage to or loss of property and equipment and possible environmental damage. Hazards such as unusual or unexpected geological formations and other conditions are also involved in mineral exploration and development.

 

Competition

 

The mineral exploration industry is highly competitive. We are a new and exploration stage company and have a weak competitive position in the industry. We compete with junior and senior mineral exploration companies, independent producers and institutional and individual investors who are actively seeking to acquire mineral exploration properties throughout the world together with the equipment, labor and materials required to operate on those properties. Competition for the acquisition of mineral exploration interests is intense with many mineral exploration leases or concessions available in a competitive bidding process in which we may lack the technological information or expertise available to other bidders.

 

 
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Many of the mineral exploration companies with which we compete for financing and for the acquisition of mineral exploration properties have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquiring mineral exploration interests of merit or on exploring or developing their mineral exploration properties. This advantage could enable our competitors to acquire mineral exploration properties of greater quality and interest to prospective investors who may choose to finance their additional exploration and development. Such competition could adversely impact our ability to attain the financing necessary for us to acquire further mineral exploration interests or explore and develop our current or future mineral exploration properties.

 

We also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to invest in such companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our acquisition or exploration programs if investors perceive that investments in our competitors are more attractive based on the merit of their mineral exploration properties or the price of the investment opportunity. In addition, we compete with both junior and senior mineral exploration companies for available resources, including, but not limited to, professional geologists, land specialists, engineers, camp staff, helicopters, float planes, mineral exploration supplies and drill rigs.

 

General competitive conditions may be substantially affected by various forms of energy legislation and/or regulation introduced from time to time by the governments of Ghana, the United States and other countries, as well as factors beyond our control, including international political conditions, overall levels of supply and demand for mineral exploration.

 

In the face of competition, we may not be successful in acquiring, exploring or developing profitable gold or mineral properties or interests, and we cannot give any assurance that suitable gold or mineral properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the gold or mineral industry by:

 

 

·

keeping our costs low;

 

 

 

 

·

relying on the strength of our management’s contacts; and

 

 

 

 

·

using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.

 

Legal Proceedings

 

None. From time to time, we are subject to various legal proceedings, including lawsuits, which arise out of, and are incidental to, the conduct of our business. We are not aware of any threatened or pending litigation.

 

Employees

 

Other than our officers and directors, we currently have no full-time employees.

 

Mine Safety Disclosures

 

No information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is required to be disclosed herein because we are not the operator of any mine.

 

Intellectual Property

 

None.

 

 
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Research and Development

 

We have not incurred any research and development expenses since our inception.

 

Company’s Common Stock

 

Our common stock trades on the OTC Pink Market Place under the symbol “GKIN.” On December 3, 2020, FINRA to declared effective our corporate action to change the Company’s OTC trading symbol from ISRN to GKIN and change our name to “Guskin Gold Corp.” from Inspired Builders, Inc. Trading under the new ticker symbol began at market opening December 4, 2020. No action is required from current shareholders in relation to the change in the trading symbol. The Company’s CUSIP will also change to 40330L100. 

 

WHERE YOU CAN GET ADDITIONAL INFORMATION

 

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

None.

 

ITEM 2. PROPERTIES.

 

Our principal office is located at 4500 Great America Parkway, PMB 38, Ste 100 Santa Clara, CA 95054. We also maintain a mailing address at 2nd Brewery Link Box mp 2797, Momprobi-Accro, Ghana. Our telephone number is (408) 766 1511 and our e-mail contact is info@guskingold.com. We currently rent this space on a month-to-month basis. This space is sufficient to meet our needs, however, once we expand our business to a significant degree, we will have to find a larger space. We do not foresee any significant difficulties in obtaining any required additional space. We do not currently own any real property.

 

ITEM 3. LEGAL PROCEEDINGS.

 

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our directors, officers or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

 
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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Description of Securities

 

Our authorized capital stock consists of 250,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of Preferred Stock of which NIL have been designated.

 

Common Stock

 

Of the authorized common stock, 47,994,825 shares are outstanding as of September 30, 2022, and 51,201,265 as of September 30, 2021. The holders of our common stock are entitled to receive dividends from our funds legally available therefor only when, as and if declared by our Board, and are entitled to share ratably in all of our assets available for distribution to holders of our common stock upon the liquidation, dissolution or winding-up of our affairs. Holders of our common stock do not have any preemptive, subscription, redemption or conversion rights. Holders of our common stock are entitled to one vote per share on all matters which they are entitled to vote upon at meetings of stockholders or upon actions taken by written consent pursuant to Nevada corporate law. The holders of our common stock do not have cumulative voting rights, which mean that the holders of a plurality of the outstanding shares can elect all of our directors. All of the shares of our common stock currently issued and outstanding are fully- paid and nonassessable. No dividends have been paid to holders of our common stock since our incorporation, and no cash dividends are anticipated to be declared or paid in the reasonably foreseeable future.

 

Preferred Stock

 

There are no shares of Preferred Stock outstanding.

 

Stock Transfer agent

 

The stock transfer agent for our securities is Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598 

 

Market Information

 

Our common stock is quoted on the OTC Markets under the trading symbol “GKIN”. The OTC Markets is generally considered to be a less active and efficient market than the NASDAQ Global Market, the NASDAQ Capital Market or any national exchange and will not provide investors with the liquidity that the NASDAQ Global Market, the NASDAQ Capital Market or a national exchange would offer. Since being listed on the OTC Markets our common stock has only had limited trading volume. We currently trade on the OTCQB.

 

As there is only a limited public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained. A stockholder in all likelihood, therefore, will not be able to resell his or her securities should he or he desire to do so when eligible for public resale. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. We have no plans, proposals, arrangements, or understandings with any person with regard to the development of a trading market in any of our securities.

 

Market Price of and Dividends on Common Equity and Related Stockholder Matters

 

Our common stock trades on the OTC Pink Market Place under the symbol “GKIN.” On December 3, 2020, FINRA to declared effective our corporate action to change the Company’s OTC trading symbol from ISRN to GKIN and change our name to “Guskin Gold Corp.” from Inspired Builders, Inc. Trading under the new ticker symbol began at market opening December 4, 2020. The Company’s CUSIP changed to 40330L100.

 

 
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The following table sets forth the high and low closing prices for the Company’s Common Stock per quarter as reported by the OTC Bulletin Board for the quarterly periods indicated below based on its fiscal year end of September 30. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions. In the past 2 years, our stock has had very minimal trades. Our stock did not have any trades between September 14, 2018, and May 2021, as such we have only reported for the six quarters ended June 30, 2021, September 30, 2021, December 31, 2021, March 31, 2022, June 30, 2022 and September 30, 2022.

 

Fiscal Quarter

 

High

 

 

Low

 

June 30, 2021

 

$4.95

 

 

$1.03

 

September 30, 2021

 

$2.68

 

 

$1.37

 

December 31, 2021

 

$1.76

 

 

$1.70

 

March 31, 2022

 

$1.45

 

 

$1.45

 

June 30, 2022

 

$2.45

 

 

$1.39

 

September 30, 2022

 

$1.00

 

 

$0.87

 

 

Trades in our common stock may be subject to Rule 15g-9 of the Exchange Act, which imposes requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction before the sale.

 

Penny Stock Considerations

 

Our shares likely will be “penny stocks” as that term is generally defined in the Exchange Act and the rules and regulations promulgated thereunder to mean equity securities with a price of less than $5.00. Our shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

 

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale. Generally, an individual with a net worth in excess of $1,000,000 or an income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:

 

 

·

Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

 

 

 

 

·

Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

 

 

 

 

·

Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; and

 

 

 

 

·

Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

 

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our Common Stock, which may affect the ability of Selling Stockholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our stockholders will, in all likelihood, find it difficult to sell their securities.

 

 
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Stockholders

 

As of October 10, 2022, we had 60 holders of record of our Common Stock. 

 

Dividends

 

We have not declared any cash dividends on our Common Stock since our inception and do not anticipate paying such dividends in the foreseeable future. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

 

Stock Incentive Plan

 

We do not have a stock incentive plan.

 

Recent Sales of unregistered Equity Securities 

 

                Other that previously reported, none.

 

ITEM 6. SELECTED FINANCIAL DATA.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company for the three month period ended December 31, 202. The discussion and analysis that follows should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company’s control. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report.

 

Overview

 

On September 22, 2020, Inspired Builders, Inc., a Nevada corporation (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Guskin Gold Corporation, a Nevada limited liability company (“GGC”), and the controlling stockholders of GGC (the “GGC Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired One Hundred Percent (100%) the issued and outstanding equity interest of GGC from the GGC Shareholders (the “GGC Shares”) and in exchange the Company issued to GGC an aggregate of Twenty-Eight Million Two Hundred Thousand (28,200,000) shares of restricted common stock of the Company.

 

As a result of the acquisition, we acquired all of the business operations and will continue the existing business operations of GGC as a wholly-owned subsidiary of our publicly-traded company.

As the result of this acquisition and the change in business and operations of the Company, a discussion of the past financial results of the Company is not pertinent, and under applicable accounting principles the historical financial results of GGC, the accounting acquirer, prior to the acquisition are considered the historical financial results of the Company.

 

The Company’s fiscal year end is September 30.

 

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 operations 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.

 

 
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The following discussion highlights GGC’s results of operations and the principal factors that have affected its financial condition as well as its liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on the Company’s audited consolidated financial statements contained in this report, which were prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such consolidated financial statements and the related notes thereto.

 

Results of Operations

 

For the Fiscal Year Ended September 30, 2022 and for Fiscal Year Ended September 30, 2021.

 

For the fiscal year ended September 30, 2022, we incurred operating expenses of $989,467. For the fiscal year ended September 30, 2021, we incurred operating expenses of $3,007,867. The decrease in operating expenses is attributable to the absence of stock-based compensation of $2,593,500 which was paid in 2021.

 

Net Loss

 

For the fiscal year ended September 30, 2022, we incurred net income of $6,928,874. For the fiscal year ended September 30, 2021, we incurred net loss of $13,406,994. The increase in net income is attributable to the absence of stock-based compensation in the amount of $2,593,500 which was paid in 2021, in addition to a $18,346,717 increase in derivative value resulting in a gain on derivative value of $8,041,824 during the fiscal year ended September 30, 2022.

 

Liquidity and Capital Resources

 

As of September 30, 2022, we have $21,290 in current assets and $4,823,480 in current liabilities. We had $12,710 in cash and our working capital deficit was $4,802,191. As of September 30, 2021, we have $11,044 in current assets and $11,690,159 in current liabilities. We had $6,044 in cash and our working capital deficit was $11,679,115. 

Cash Flows:

 

 

 

For the Fiscal

Year Ended September 30, 2022

 

 

For the Fiscal Year Ended September 30, 2021

 

Cash Flows Used in Operating Activities

 

$(599,790 )

 

$(242,117 )

Cash Flows Provide(Used in) d by Investing Activities

 

 

(145,307)

 

 

5,426

 

Cash Flows Provided by Financing Activities

 

 

751,763

 

 

 

228,967

 

Net change in cash

 

$6,666

 

 

$(7,724)

 

Cash Flows Used in Operating Activities

 

We used $599,790 of cash in our operating activities during the fiscal year ended September 30, 2022. These are attributable to our net income adjusted by the non-cash items of $329,500 for the fair value of shares issued for services, $89,732 for amortization of debt discount, $8,041,824 change in fair value of derivative liability and $60,000 of in-kind contribution of services and $10,050 of depreciation expense. We used $242,117 of cash in our operating activities during the fiscal year ended September 30, 2021 These are attributable to our net loss adjusted by the non-cash items of $2,593,500 for the fair value of shares issued for services, $79,236 for amortization of debt discount, $10,304,893 change in fair value of derivative liability and $50,000 of in-kind contribution of services.

 

 
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Cash Flows Provided by Investing Activities

 

We used $145,307 cash investment in machinery and equipment during the fiscal year ended September 30, 2022. We provided $5,426 non cash investment in mineral rights during the fiscal year ended September 30, 2021.

 

Cash Flows Provided by Financing Activities

 

We received a total of $751,763 in financing, consisting of $4,300 from the issuances of loans payable from related parties, $404,500 from notes payable, $267,963 from convertible notes, and a common stock subscriptions in the amount of $75,000 during the fiscal year ended September 30, 2022. We received $228,967 from the issuances of loans payable from related parties totaling $149,357 and a common stock subscriptions in the amount of $110,000 during the fiscal year ended September 30, 2021.

 

Going Concern and Management’s Liquidity Plans

 

As reflected in the accompanying consolidated financial statements, the Company has a net income of $6,928,874 for the fiscal year ended September 30, 2022. In addition, the Company has an accumulated deficit of $6,549,269 and a working capital deficit of $4,802,191 as of September 30, 2022.

 

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.

 

The COVID-19 pandemic could have an impact on our ability to obtain financing to fund the operations. The Company is unable to predict the ultimate impact at this time.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Critical Accounting Policies and Estimates

 

The preparation of consolidated financial statements in conformity with generally accepted accounting principles of the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

 

We believe the following is among the most critical accounting policies that impact or consolidated financial statement. We suggest that our significant accounting policies, as described in our consolidated financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item. 

 

 
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

Reference is made to the Company’s consolidated financial statements beginning on page F-1 of this report.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, our Chief executive officer and Chief financial officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our Chief Executive Officer has concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’s rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of the Company’s Chief Executive Officer, and effected by the Company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

 

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

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

 

Our management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting at September 30, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as of September 30, 2022, our internal control over financial reporting was not effective.

 

 
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Our internal controls are not effective for the following reasons: (i) due to the size of the Company and available resources, there are limited personnel to assist with the accounting and financial reporting function, which results in a lack of segregation of duties and, (ii) the Company does not have an audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

 

In order to mitigate the foregoing material weakness, we have engaged an outside accounting consultant with significant experience in the preparation of financial statements in conformity with GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity with GAAP. We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.

 

We would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will continue to reassess this matter to determine whether improvement in segregation of duty is feasible. In addition, we would need to expand our board to include independent members.

 

Going forward, we intend to evaluate our processes and procedures and, where practicable and resources permit, implement changes in order to have more effective controls over financial reporting.

 

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting in the fiscal year ended September 30, 2022, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION.

 

Not applicable.

 

 
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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

Identification of Directors and Executive Officers and Term of Office

 

The following table sets forth the names and ages of our current directors and executive officers and those of our wholly owned direct subsidiary and indirect wholly owned subsidiaries. Our Board of Directors appoints our executive officers. Each director of the Company serves for a term of one year or until the successor is elected at the Company’s annual shareholders’ meeting and is qualified, subject to removal by the Company’s shareholders. Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until the successor is elected at the annual meeting of the Board of Directors and is qualified. There are no family relationships among our directors or executive officers. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.

 

Name and Address of Beneficial Owner Directors and Officers:

 

AGE

 

Position

 

Date of Appointment

Naana Asante

 

46

 

CEO, President, Secretary and Director

 

September 22, 2020 (1)

Mario Beckles

 

49

 

CFO and Treasurer

 

July 13, 2021

Samuel “Jojo” Andrews

 

46

 

Director

 

November 10, 2021

____________

(1)

On September 22, 2020, pursuant to the terms and conditions of the Share Exchange Agreement, the Board of Directors (the “Board”) of the Company held a Special Board of Directors Meeting whereby they appointed Mrs. Naana Asante to the serve as member of the Company’s Board of Directors and as the Company’s Chief Executive Officer. On November 8, 2021, Ms. Asante became president and secretary of the Company.

 

Information about our Executive Officers

 

The business experience during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:

 

Naana Asante – Mrs. Asante, has been actively pursuing business opportunities in Ghana’s mineral and precious metal commodifies industry over the past five years. Most notably, she has traveled to Ghana on seven separate occasions over the past eighteen months to develop and formalize her private exploration and mining interests. She has met with over 50 individuals and companies active in the exploration, mining, refinement, and import/export business, including by example Gold Coast Mining, PMMC, Blaze Metals and U Green Enterprise, a company associated with Mr. Somuah. Mrs. Asante has a considerable network in Ghana’s finance, banking, government, and import/export sectors, in addition to many personal relationships with landowners of high-value, exploration targets in some of Ghana’s most prominent gold-bearing areas.

 

A Ghana native, Mrs. Asante grew up and went to college in Ghana, majoring in marketing, and immigrated to the United States in 1999. Mrs. Asante is a professional businesswoman who has owned her own businesses in the USA and Ghana, and practiced residential and commercial real estate in San Jose, CA for the past 2 years.

 

Mario Beckles- Mr. Beckles has over 24 years of experience in financial reporting, financial accounting, tax and audit works. Mr. Beckles areas of expertise include, inter alia, information technology and retail. He began his career as a Senior Auditor with Deloitte and has since held positions as CFO of First Liberty Power Corp, a publicly traded mining company (FLPC), was a Partner at Jersey Fortress Capital Partners, a boutique investment banking firm or was a Senior Financial Reporting Analyst with SimplexGrinnell, a $2B Fire & Security Contractor. Mr. Beckles has operated Beckles & Co., an accounting, tax and business advisory company, for the past five years, and has been Chief Financial Officer of Boatim Inc. (OTC:BTIM) since March 2021. Mr. Beckles is a member of the American Institute of Certified Public Accountants and holds a CPA license with the state board of Florida. 

 

 
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Samuel “Jojo” Andrews - Mr. Andrews has worked both as a private legal practitioner, a corporate law specialist, and a consultant in law, commerce, and investment. He is the founder and Managing Director of Blackwood Legal Services in Ghana, Africa, with local and international clients from Europe, China, the United States and South America including Huawei, Samsung, Lavilla Hotel, China Geo Engineering, Hongtai Mining, TRAC Oil and Gas, Harvest Commodities International, I-Banking Ghana, Azuke Energy, the China News Agency (XIn Hua) and the Managing Director of the Agricultural Development Bank (ADB). Since 2008, Mr. Andrews has represented Huawei Technologies and been a supervisor for all legal affairs in Cameroun, Gabon, Kenya, and in Central Africa. Mr. Andrews brings extensive expertise in matters of Ghana corporate, compliance and regulatory law; mining, real-estate, and property law; investment, commercial transactions, and international business, and mergers and acquisitions. Mr. Andrews holds a Bachelor of Arts from the University of Ghana, an LLB from the University of Ghana and a Barrister at Law from Ghana School of Law in 2006. Mr. Andrews is currently working on his MBA from the University of Ghana business school.

 

Term of Office

 

Each director of the Company serves for a term of one year and until his successor is elected and qualified at the next Annual Shareholders’ Meeting, or until his death, resignation or removal. Each officer of the Company serves for a term of one year and until his successor is elected and qualified at a meeting of the Board of Directors.

 

Significant Employees

 

While the Company has engaged various consultants, other than management, we currently have no significant employees other than our officers.

 

Involvement in Certain Legal Proceedings

 

During the past ten years no director, executive officer, promoter, or control person of the Company has been involved in the following:

 

(1)

A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

 

 

 

(2)

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

 

 

(3)

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 

i.

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

 

 

ii.

Engaging in any type of business practice; or

 

 

 

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

 
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(4)

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

 

 

 

(5)

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

 

 

(6)

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated;

 

 

 

(7)

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of:

 

i.

Any Federal or State securities or commodities law or regulation; or

 

 

 

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 

 

 

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

(8)

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Code of Ethics

 

We have not adopted a code of ethics that applies to our principal executive officer and principal financial officer. We intend to adopt a Code of Ethics as we develop our business.

 

Committees of the Board of Directors

 

The Company does not presently have a separately designated standing audit committee, compensation committee, nominating committee, executive committee, or any other committees of our Board of Directors. The functions of those committees are undertaken by our Board of Directors.

 

Audit Committee

 

The Company has not established a separately designated standing audit committee. However, the Company intends to establish a new audit committee of the Board of Directors that shall consist of independent directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee shall at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

 

 
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Compliance with Section 16(a) of the Exchange Act

 

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Since inception, we have not had a class of equity securities registered under the Securities Exchange Act of 1934, as amended. Hence, compliance with Section 16(a) thereof by our officers and directors was not required.

 

Risk Oversight

 

Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.

 

Corporate Governance

 

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules, and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

 

In lieu of an Audit Committee, the Company’s Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results, and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company’s internal accounting controls, practices, and policies.

 

ITEM 11. EXECUTIVE COMPENSATION.

 

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officer received total annual salary and bonus compensation in excess of $100,000.

 

 
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SUMMARY COMPENSATION TABLE(1)

 

Name and Principal Position

 

Fiscal Year

 

Salary

($)

 

All Other Compensation

($)(2)

 

Total

($)

Naana Asante(3)

CEO, President & Director

 

2022

 

NIL

 

NIL

 

NIL

 

2021

 

NIL

 

NIL

 

NIL

 

2020

 

NIL

 

NIL

 

NIL

Mario Beckles (4)

 

2022

 

NIL

 

NIL

 

NIL

 

2021

 

NIL

 

NIL

 

NIL

 

2020

 

-

 

-

 

-

Edward Somuah(5)

Former CEO, CFO, Secretary & Director

 

2022

 

-

 

-

 

-

 

2021

 

NIL

 

NIL

 

NIL

 

2020

 

NIL

 

NIL

 

NIL

David Lazar(6)

Former CEO, CFO, Secretary & Director

 

 

2022

 

-

 

-

 

-

 

2021

 

-

 

-

 

-

 

2020

 

NIL

 

NIL

 

NIL

Kai Ming Zhao(7)

Former Sole-Officer & Director

 

2022

 

-

 

-

 

-

 

2021

 

-

 

-

 

-

 

2020

 

NIL

 

NIL

 

NIL

 

____________

1.

We have omitted certain columns in the summary compensation table pursuant to Item 402(a)(5) of Regulation S-K as no compensation was awarded to, earned by, or paid to any of the executive officers or directors required to be reported in that table or column in any fiscal year covered by that table.

 

 

2.

The “All Other Compensation” column is used to disclose the aggregate amount of all compensation that the Company could not properly report in any other column of the Summary Compensation Table (with a limited exceptions).

 

 

3.

Ms. Naana Asante was appointed as the CEO and Director of the Company as of September 22, 2020, and was appointed as President and Secretary on November 8, 2021.

 

 

4.

Mr. Beckles was appointed as CFO and Treasurer on July 13, 2021.

 

 

5.

Mr. Edward Somuah was originally appointed as the sole-officer and director of the Company on April 30, 2020. As a result of the Share Exchange Agreement, on September 22, 2020, Mr. Somuah resigned from the position of Chief Executive Officer. On July 13, 2021, he resigned as the Company’s, Chief Financial Officer and Treasurer and November 8, 2021 he resigned as President, Secretary and as a member of the Company’s Board of Directors.

 

 

6.

Mr. David Lazar was appointed as the Company’s sole-officer and director on January 28, 2020, he resigned from all positions held with the Company as of April 30, 2020.

 

 

7.

Mr. Kia Ming Zhao was appointed as the Company’s sole-officer and director on February 15, 2018, he resigned from all positions held with the Company as of January 28, 2020

 

Option Grants 

 

We have not granted any options or stock appreciation rights to our named executive officers or directors since inception. We do not have any stock option plans.

 

 
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Pension, Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

 

Compensation Committee

 

We do not currently have a compensation committee of the board of directors or a committee performing similar functions. The board of directors as a whole participates in the consideration of executive officer and director compensation.

 

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

 

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The following table sets forth certain information as of January 10, 2023, with respect to the beneficial ownership of our common stock for (i) each director and officer, (ii) all of our directors and officers as a group, and (iii) each person known to us to own beneficially five percent (5%) or more of the outstanding shares of our common stock. As of January 10, 2023, there were 47,994,825 shares of common stock outstanding.

 

Name and Address of Beneficial Owner(1)

 

Amount and

Nature of

Beneficial

Ownership

 

 

Percentage ofClass%(2)

 

Naana Asante, CEO and Director(3)

 

 

26,000,000

 

 

 

54.17%

Mario Beckles

 

 

-

 

 

 

-

 

Samuel Andrews

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

All Directors and Executive Officers as a Group

 

 

26,000,000

 

 

 

54.17%

5%+ Shareholders

 

 

 

 

 

 

 

 

Diego Manfredi(4)

Fracc Selvanova M 7 L20

Calle Areno, No Ext Depto 703-1

Condominio Coto 7 CP 77723

Zona Urbana B, Solidaridad

 

 

3,250,000

 

 

 

6.77%

Participator Ventures, Inc.(5)

1 King West, Suite 2209

Toronto, Ontario, M5H 1A1 Canada

 

 

3,000,000

 

 

 

6.25%

Confederate Capital LLC(6)

401 Ryland street. STE 200-A

Reno NV 89502

 

 

3,500,000

 

 

 

7.29%

1623662 Alberta Inc. (7)

12 Strathbury Place SW

Calgary AB T3H 1M7

 

 

2,500,000

 

 

 

5.29%

____________

(1)

Applicable percentage of ownership is based on 47,994,825 shares of common stock outstanding on January 10, 2022. Unless otherwise stated, all shareholders can be reached at mailing address 4500 Great America Parkway, PMB 38, Ste 100, Santa Clara, CA 95054

(2)

 Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on January 10, 2023.

(3)

Naana Asante is the Company’s current CEO and member of the Company’s Board of Directors, she received the shares as (i) part of the Share Exchange Agreement between the Company and Guskin Gold Corporation of which she was a former shareholder, and (ii) 11,000,000 pursuant to a Release and Settlement Agreement with former officer Eduard Somuah.

 

 
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Table of Contents

 

(4)

Diego Manfredi received the shares a part of the Share Exchange Agreement between the Company and Guskin Gold Corporation of which he was a former shareholder.

 

 

(5)

Participator Ventures, Inc. received the shares as part of the Share Exchange Agreement between the Company and Guskin Gold Corporation of which it was a former shareholder. Andrew Jenkins, has voting and dispositive control over these shares as he is a director of Participator Ventures, Inc.

 

 

(6)

Confederate Capital LLC received the shares as part of the Share Exchange Agreement between the Company and Guskin Gold Corporation of which it was a former shareholder. Kevin Wright has voting and dispositive control over these shares as he is the sole-officer and director of Confederate Capital LLC.

 

(7)

 

1623662 Alberta Inc. received the shares pursuant to the conversion of a promissory note. Ross Ewaniuk has voting and dispositive control over these shares.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

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 loans 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.

 

 
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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 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, 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 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.

 

Other than the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its common stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past two fiscal years, or in any proposed transaction, which has materially affected or will affect the Company.

 

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

 

 

·

Disclosing such transactions in reports where required;

 

 

 

 

·

Disclosing in any and all filings with the SEC, where required;

 

 

 

 

·

Obtaining disinterested directors’ consent; and,

 

 

 

 

·

Obtaining shareholder consent where required.

 

Director Independence

 

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of the Company’s Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Director” means a person other than an Executive Officer or employee or any other individual having a relationship, which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 

According to the NASDAQ definition, we have no independent directors.

 

Review, Approval or Ratification of Transactions with Related Persons

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

 
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Table of Contents

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 

The following table shows the fees paid or accrued by us for the audit and other services provided by BF Borgers, for the fiscal periods shown.

 

 

 

For the Fiscal years ended

 

 

 

September 30,2022

 

 

September 30,2021

 

Audit Fees

 

$38,480

 

 

$27,500

 

Audit Related Fees

 

 

-

 

 

 

3,000

 

Tax Fees

 

 

-

 

 

 

-

 

All Other Fees

 

 

-

 

 

 

-

 

Total

 

$38,480

 

 

$30,500

 

 

Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by the above auditors in connection with statutory and regulatory fillings or engagements.

 

Audit-Related Fees are fees for assurance and related services by the principal accountant that are traditionally performed by the principal accountant and which are reasonably related to the performance of the audit or review of the registrant’s financial statements and fees attributed to the audit of Guskin Gold Corporation, our wholly owned subsidiary.

 

In the absence of a formal audit committee, the full Board of Directors pre-approves all audit and non-audit services to be performed by the independent registered public accounting firm in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. The Board of Directors pre-approved 100% of the audit, audit-related and tax services performed by the independent registered public accounting firm for the fiscal year ended September 30, 2022, and for the fiscal year ended September 30, 2021. The percentage of hours expended on the principal accountant’s engagement to audit the Company’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

 

 
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Table of Contents

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

The following documents are filed as part of this Annual Report:

 

(a)

Consolidated Financial Statements:

 

 

 

Page

 

Reports of Independent Registered Accounting Firms

 

F-1

 

Consolidated Balance Sheet as of September 30, 2022 and September 30, 2021

 

F-2

 

Consolidated Statement of Operations for the fiscal year ended September 30, 2022 and for the fiscal year ended September 30, 2021

 

F-3

 

Consolidated Statement of Changes in Shareholders’ Deficit for the fiscal year ended September 30, 2022 and for the fiscal year ended September 30, 2021

 

F-4

 

Consolidated Statement of Cash Flows for the fiscal year ended September 30, 2022 and for the fiscal year ended September 30, 2021

 

F-5

 

Notes to Consolidated Financial Statements

 

F-6

 

 

 
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Table of Contents

 

(b)

Exhibits:

 

The following exhibits are included with this report. 

 

3.1

 

Articles of Incorporation and Certificate of Correction(1)

 

 

 

3.2

 

By-Laws(1)

 

 

 

3.3

 

Certificate of Amendment to Articles of Incorporation, dated December 18, 2017.(1)

 

 

 

3.4

 

Certificate of Amendment to Articles of Incorporation, dated November 30, 2020(1)

 

 

 

10.1

 

Stock Purchase Agreement dated April 30, 2020 between U Green and Custodian Ventures(1)

 

 

 

10.2

 

Share Exchange Agreement, dated September 3, 2020(1)

 

 

 

10.3

 

Joint Venture Agreement by and between Guskin Gold Corp. and Africa Exploration & Minerals Group Limited dated June 1, 2021.(1)

 

 

 

10.4

 

Joint Venture and Partnership Agreement by and between Guskin Gold Ghana Ltd and Danampco Company Ltd., effective January 24, 2022(1)

 

 

 

10.5

 

Joint Venture and Partnership Agreement by and between Guskin Gold Ghana Ltd and Ensuro Group of Companies Limited., effective February 7, 2022(1)

 

 

 

10.6

 

Bonsu Release and Settlement Agreement, dated October 21, 2021(1)

 

 

 

10.7

 

Somuah Release and Settlement Agreement, dated October 21, 2021 (1)

 

 

 

31.1

 

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)(2)

 

 

 

31.2

 

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)(2)

 

 

 

32.1

 

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)

 

 

 

32.2

 

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)

 

 

 

101.INS*

 

Inline XBRL Instance Document

 

 

 

101.SCH*

 

Inline XBRL Schema Document

 

 

 

101.CAL*

 

Inline XBRL Calculation Linkbase Document

 

 

 

101.DEF*

 

Inline XBRL Definition Linkbase Document

 

 

 

101.LAB*

 

Inline XBRL Label Linkbase Document

 

 

 

101.PRE*

 

Inline XBRL Presentation Linkbase Document

 

 

 

104*

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 ____________

(1)

Previously Filed

(2)

Filed Herewith

 

 

 

*

Filed Herewith. Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

 
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Table of Contents

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Guskin Gold Corp.

 

 

 

 

Date: January 12, 2023

By:

/s/ Naana Asante

 

Name:

Naana Asante

 

 

Title:

Chief (Principal) Executive Officer

 

 

 

 

 

Date: January 12, 2023

By:

/s/ Mario Beckles

 

 

Name:

Mario Beckles

 

 

Title:

Chief Financial Officer (Principal Accounting Officer)

 

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

Guskin Gold Corp.

 

 

 

 

Date: January 12, 2023

By:

/s/ Naana Asante

 

 

Name:

Naana Asante

 

 

Title:

Chief (Principal) Executive Officer and Director 

 

 

 

 

Date: January 12, 2023

By:

/s/ Mario Beckles

 

 

Name:

Mario Beckles

 

 

Title:

Chief Financial Officer (Principal Accounting Officer) and Director

 

 

 
31

Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the board of directors of Guskin Gold Corporation

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Guskin Gold Corporation as of September 30, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/S/ BF Borgers CPA PC

BF Borgers CPA PC (PCAOB ID 5041)

 

We have served as the Company’s auditor since 2021

Lakewood, CO

January 12, 2023

 

 

F-1

Table of Contents

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

CONSOLIDATED BALANCE SHEET

 

 

 

September 30, 2022

 

 

September 30, 2021

 

ASSETS

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash

 

$12,710

 

 

$6,044

 

Prepaid expenses

 

 

8,580

 

 

 

5,000

 

Total current assets

 

 

21,290

 

 

 

11,044

 

 

 

 

 

 

 

 

 

 

    Fixed Assets, net

 

 

186,950

 

 

 

-

 

Total non current assets

 

 

186,950

 

 

 

-

 

TOTAL ASSETS

 

$208,239

 

 

$11,044

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable and Accrued Expenses

 

$243,948

 

 

$164,798

 

Loan payable – Related Party

 

 

153,657

 

 

 

149,357

 

Convertible notes payable (net of unamortized discount)

 

 

134,732

 

 

 

45,000

 

Notes payable

 

 

412,000

 

 

 

7,500

 

Stock based compensation payable

 

 

583,000

 

 

 

253,500

 

Derivative liability

 

 

3,296,143

 

 

 

11,070,004

 

TOTAL LIABILITIES

 

 

4,823,480

 

 

 

11,690,159

 

 

 

 

 

 

 

 

 

 

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, 2022 and September 30, 2021, respectively

 

 

-

 

 

 

-

 

Common stock, par value $0.001 per share; 250,000,000 shares authorized; 47,994,825 and 51,201,265 shares issued and outstanding at September 30, 2022 and September 30, 2021, respectively

 

 

47,995

 

 

 

51,201

 

Additional paid in capital

 

 

1,886,034

 

 

 

1,822,827

Accumulated deficit

 

 

(6,549,269 )

 

 

(13,478,144 )

Stock subscription receivable

 

 

-

 

 

 

(75,000

) 

TOTAL STOCKHOLDERS’ DEFICIT

 

 

(4,615,241)

 

 

(11,679,115 )

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$208,239

 

 

$11,044

 

 

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

 

 
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Table of Contents

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

 

 

 

For Fiscal Year Ended

 

 

For Fiscal Year Ended

 

 

 

September 30, 2022

 

 

September 30, 2021

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

Stock based compensation

 

$329,500

 

 

$2,593,500

 

Professional fees

 

 

457,215

 

 

 

211,234

 

General and administrative expenses

 

 

188,752

 

 

 

121,210

 

Impairment

 

 

14,000

 

 

 

81,923

 

Total Operating Expenses

 

 

989,467

 

 

 

3,007,867

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(989,647)

 

 

(3,007,867)

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

Change in fair value of derivative

 

 

8,041,824

 

 

 

(10,304,893

) 

Interest expense

 

 

(45,169)

 

 

 

 

Amortization of discount

 

 

(89,732)

 

 

 

 

Other income

 

 

11,419

 

 

 

(94,234)

Total other income (expense)

 

 

7,918,341

 

 

 

(10,399,127)

 

 

 

 

 

 

 

 

 

Net income (loss) before income tax provision

 

 

6,928,874

 

 

 

(13,406,994)

Provision for income tax

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$6,928,874

 

 

$(13,406,994)

 

 

 

 

 

 

 

 

 

Net income (loss per common share 

 

 

 

 

 

 

 

 

Basic and diluted

 

$0.14

 

 

$(0.32)

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

Basic and diluted

 

 

49,539,251

 

 

 

47,917,101

 

 

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

 

 
F-3

Table of Contents

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

 

 

 

 

 

 

 

 

 

Stock

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Capital

 

 

subscription

 

 

Accumulated

 

 

 

 

 

 

 Shares

 

 

 Par Value 

 

 

Deficiency 

 

 

receivable 

 

 

Deficit 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - September 30, 2020

 

 

29,211,265

 

 

$29,211

 

 

$(2,175,610 )

 

$-

 

 

$(71,150 )

 

$(2,217,549)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services

 

 

13,000,000

 

 

 

13,000

 

 

 

2,327,000

 

 

 

 

 

 

 

 

 

 

 

2,340,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt conversion into common stock

 

 

8,000,000

 

 

 

8,000

 

 

 

1,432,002

 

 

 

 

 

 

 

 

 

 

 

1,440,002

 

Common stock subscriptions

 

 

740,000

 

 

 

740

 

 

 

184,260

 

 

 

(75,000 )

 

 

 

 

 

 

110,000

 

In-kind contribution of services

 

 

 

 

 

 

 

 

 

 

50,000

 

 

 

 

 

 

 

 

 

 

 

50,000

Common stock issued for mineral rights

 

 

250,000

 

 

 

250

 

 

 

5,176

 

 

 

 

 

 

 

-

 

 

 

5,426

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(13,406,994 )

 

 

(71,150 )

Balance - September 30, 2021

 

 

51,201,265

 

 

$51,201

 

 

$1,822,827

 

 

$(75,000)

 

$(13,478,144 )

 

$(11,679,115 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock cancelled

 

 

(3,206,440)

 

 

(3,206)

 

 

3,206

 

 

 

 

 

 

 

 

 

 

 

-

 

Common stock subscriptions received

 

 

-

 

 

 

-

 

 

 

-

 

 

 

75,000

 

 

 

 

 

 

 

75,000

 

In-kind contribution of services

 

 

 

 

 

 

 

 

 

 

60,000

 

 

 

 

 

 

 

 

 

 

 

60,000

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,928,874

 

 

 

6,928,874

 

Balance - September 30, 2022

 

 

47,994,825

 

 

$47,995

 

 

$1,886,033

 

 

$-

 

 

$(6,549,269)

 

$(4,615,241 )

 

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

 

 
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Table of Contents

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

 

FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

 

 

 

For the

Fiscal Year

Ended

 

 

For the

Fiscal Year

Ended

 

 

 

September 30,2022

 

 

September 30,2021

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$6,928,874

 

 

$(13,406,994 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Amortization of debt discount

 

 

89,732

 

 

 

79,236

 

Change in fair value of derivative liability

 

 

(8,041,824)

 

 

10,304,893

 

In-kind contribution of service

 

 

60,000

 

 

 

50,000

 

Common stock issued for services

 

 

329,500

 

 

 

2,593,500

 

Depreciation expense

 

 

10,050

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expense

 

 

(3,580 )

 

 

(5,000

)

Accounts payable and accrued expenses

 

 

27,457

 

 

 

144,248

 

Net Cash Used in Operating Activities

 

 

(599,790 )

 

 

(242,117 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Mining equipment purchase

 

 

(145,307)

 

 

-

 

Investment in mineral rights

 

 

-

 

 

 

5,426

 

Net Cash Provided by Investing Activities

 

 

(145,307)

 

 

5,426

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from related party debt, net of repayment

 

 

4,300

 

 

 

118,967

 

Proceeds from notes payable

 

 

404,500

 

 

 

-

 

Proceeds from convertible note payable

 

 

267,963

 

 

 

-

 

Common stock subscriptions

 

 

75,000

 

 

 

110,000

 

Net Cash Provided by Financing Activities

 

 

751,763

 

 

 

228,967

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

6,666

 

 

 

(7,724)

 

 

 

 

 

 

 

 

 

CASH - BEGINNING OF PERIOD

 

 

6,044

 

 

 

13,767

 

CASH - END OF PERIOD

 

$12,710

 

 

$6,044

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$-

 

 

$-

 

Cash paid for interest

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Common stock issued for conversion of convertible notes payable

 

$-

 

 

$1,440,000

 

Convertible notes payable converted to common stock

 

$-

 

 

$80,000

 

Derivative liability extinguished upon conversion of convertible notes

 

$-

 

 

$1,360,000

 

Recapitalization – reverse merger

 

$-

 

 

$-

 

Investment in mineral rights

 

$-

 

 

$5,426

 

 

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

 

 
F-5

Table of Contents

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

 

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.

 

 
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Table of Contents

 

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.

 

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, 2022.

 

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 $12,710 at September 30, 2022 and $6,044 cash equivalents at September 30, 2021. As of September 30, 2022, $0 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, 2022, the Company had $134,732 in convertible debt which if exercised would convert into 32,900,000 and as of September 30, 2021, and $45,000 in convertible debt which if exercised would convert into 4,500,000 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.

 

 
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Table of Contents

 

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. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

 

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.

 

 
F-8

Table of Contents

 

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, 2022 and 2021.

 

Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows:

 

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, 2022 and 2021 (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, 2022 and 2021, the Company had a derivative liability of $3,296,143 and $11,070,004, respectively.

 

 
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Recent Accounting Pronouncements

 

In August 2020, the FASB issued Accounting Standards Update (ASU) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU No. 2020-06 simplifies the accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock will be reported as a single equity instrument, with no separate accounting for embedded conversion features. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. In addition, ASU No. 2020-06 simplifies the diluted earnings per share (EPS) calculation in certain areas. ASU No. 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, ASU No. 2020-06 will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in fiscal years beginning after December 15, 2020. An entity should adopt the guidance as of the beginning of its annual fiscal year. The Company is currently evaluating the impact of this accounting pronouncement on its financial statements.

 

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.

 

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 )

 

 
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Note 4 – Going Concern

 

As reflected in the accompanying consolidated financial statements, the Company has net income of $6,896,041 and net losses of $13,406,994 for the fiscal year ended September 30, 2022 and for fiscal year ended September 30, 2021, respectively. In addition, the Company has accumulated deficit of $6,582,103 and $13,478,144 and working capital deficit of $4,835,024 and $11,679,115 as of September 30, 2022 and 2021, 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.

 

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 respect of the exploration, development, exploitation, and operation of the Concession. The Company has formed a wholly owned subsidiary incorporated in Ghana and duly authorized to conduct business in precious metals and in mining activities in Ghana named Guskin Gold Ghana #1 Limited. All operations relating to the Concession will be undertaken by Guskin Gold Ghana #1 Limited. The Company, through Guskin Gold Ghana #1 Limited now holds 25% non-controlling interest of the Shewn Edged Pink Concession. The JV is considered as an unincorporated legal entity for accounting purposes, in accordance with ASC 323, therefore the Company has elected to account for all activity related to the JV under proportional consolidation of the results of operations. The Company issued 250,000 restricted common shares the Company’s common stock, at a per share valuation of $0.0217 per share (the “Shares”) for a total fair value of $5,426. There are no proven mineral reserves on the Shewn Edged Pink Concession as of September 30, 2021. During the fiscal years ended September 30, 2022 and for the fiscal year September 30, 2021, Guskin Gold advanced $14,000 and $67,500 to AEMG, respectively. Management evaluated the investment in mineral rights annually for impairment and determined that the total amount capitalized was impaired. An impairment loss totaling $14,000 and $81,923 was recorded during fiscal years ended September 30, 2022 and for the fiscal year ended September 30, 2021, respectively.   

 

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.

 

 
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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 was filed as Exhibit 10.4 to our Form 10-K filed January 31, 2022 (the Operating Agreement is Schedule A to the JV Agreement) and is incorporated herein by reference.

 

On February 7, 2022, Guskin Gold Corp., enter into that certain Joint Venture & Partnership Agreement (the “Ensuro JV Agreement”) by and through Guskin Gold Ghana Ltd., a company incorporated under the Laws of the Republic of Ghana, and the Corporation’s wholly owned subsidiary, (collectively, Guskin Gold Corp. and its subsidiary Guskin Gold Ghana Ltd. shall be referred to hereinafter as the “Company”) with Ensuro Group of Companies Limited, a company incorporated under the Laws of the Republic of Ghana (the “Ensuro”). The Ensuro JV Agreement sets forth the terms and conditions of an unincorporated joint venture and partnership (the “Partnership”) between the parties relating to precious metal, minerals and mining exploration activities in the Country of Ghana. Per the Agreement DCL shall grant the Corporation 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 Tepa Concession (the “Tepa Concession”) which covers a total surface area of fifty (50) acres and is located in the Ashanti Region of Ghana in exchange the Corporation shall provide all such financing necessary to exploit the Tepa Concession in accordance with a preapproved work program and budget. Additionally, the Corporation shall pay to Ensuro an access fee of Three Hundred Thousand (GH₵300,000) Ghana Cedi upon execution of the Ensuro JV Agreement (the “Access Fee”). The Access Fee shall be treated as a loan to Ensuro which will be repaid from the initial monies earned form the exploration, development, or exploitation of the Tepa Concession.

 

The specific terms and conditions relating to the operations of the Tepa Concession are set forth in that certain Operating Agreement (“Operating Agreement”), which is attached to the JV Agreement as Schedule A.

 

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 were filed as Exhibit 10.1 to our Form 8-K filed on February 8, 2022 (the Operating Agreement is Schedule A to the JV Agreement) and is incorporated herein by reference.

 

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. During the fiscal year ended September 30, 2022, the Company repaid $4,000 against the outstanding balance of the note. As of September 30, 2022 and September 30, 2021, a total of $104,452 and $108,647 remains outstanding, respectively. As of September 30, 2022 and September 30, 2021, the Company recorded accrued interest expense of $4,195 and $1,508, respectively.

 

 
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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%. During the fiscal year ended September 30, 2022, the Company recorded accrued interest expenses of $235. As of September 30, 2022 and September 30, 2021, the Company recorded accrued interest expenses of $549 and $314, respectively.

 

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, 2022, and September 30, 2021, the Company had a loan payable of $14,496 owed to U Green Enterprises. The loan payable is non-interest bearing and due on demand.

 

On January 4, 2021, the Company entered into a loan agreement in the amount of $17,000 from a related third party. The loan is unsecured and bears an interest rate of 2.5% and is payable one year from the date of signing. As of September 30, 2022 and September 30, 2021, the accrued interest was $736 and $311, respectively.

 

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 June 30, 2022, and September 30, 2021, $7,500 of note payable remains outstanding. As of September 30, 2022 and September 30, 2021, the accrued interest was $380 and $192, respectively.

 

On May 25, 2022, the Company entered into a promissory note agreement with a third party in the amount of $100,000. This unsecured note matures six months from the date of the loan and bears an interest rate of 15%. As of September 30, 2022, $100,000 of note payable remains outstanding. As of September 30, 2022, the accrued interest was $10,667.

 

On May 31, 2022, the Company entered into a promissory note agreement with a third party in the amount of $100,000. This unsecured note matures six months from the date of the loan and bears an interest rate of 15%. As of September 30, 2022, $100,000 of note payable remains outstanding. As of September 30, 2022, the accrued interest was $10,167.

 

On June 24, 2022, the Company entered into a promissory note agreement with a third party in the amount of $10,000. This unsecured note matures six months from the date of the loan and bears an interest rate of 15%. As of September 30, 2022, $10,000 of note payable remains outstanding. As of September 30, 2022, the accrued interest was $817.

 

On June 30, 2022, the Company entered into a promissory note agreement with a third party in the amount of $20,000. This unsecured note matures six months from the date of the loan and bears an interest rate of 15%. As of September 30, 2022, $20,000 of note payable remains outstanding. As of September 30, 2022, the accrued interest was $1,533.

 

On July 18, 2022, the Company entered into a promissory note agreement with a third party in the amount of $40,000. This unsecured note matures six months from the date of the loan and bears an interest rate of 15%. As of September 30, 2022, $40,000 of note payable remains outstanding. As of September 30, 2022, the accrued interest was $2,467.

 

On July 29, 2022, the Company entered into a promissory note agreement with a third party in the amount of $20,000. This unsecured note matures six months from the date of the loan and bears an interest rate of 15%. As of September 30, 2022, $20,000 of note payable remains outstanding. As of September 30, 2022, the accrued interest was $1,050.

 

On July 29, 2022, the Company entered into a promissory note agreement with a third party in the amount of $22,000. This unsecured note matures six months from the date of the loan and bears an interest rate of 15%. As of September 30, 2022, $22,000 of note payable remains outstanding. As of September 30, 2022, the accrued interest was $1,155.

 

On August 15, 2022, the Company entered into a promissory note agreement with a third party in the amount of $100,000. This unsecured note matures six months from the date of the loan and bears an interest rate of 15%. As of September 30, 2022, $100,000 of note payable remains outstanding. As of September 30, 2022, the accrued interest was $3,833.

 

 
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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,

 

2022

 

 

2021

 

Book income (loss) for the year

 

$6,928,874

 

 

$(13,153,494 )

 

 

 

 

 

 

 

 

 

Temporary differences:

 

 

 

 

 

 

 

 

Accrued interest

 

 

45,169

 

 

 

19,701

 

Accounts payable and accrued expenses

 

 

28,700

 

 

 

142,248

 

 

 

 

 

 

 

 

 

 

Permanent differences:

 

 

 

 

 

 

 

 

Stock based compensation

 

 

328,900

 

 

 

2,340,000

 

Amortization of debt discount

 

 

(89,732)

 

 

79,236

 

Change in derivative liability

 

 

(8,041,824)

 

 

(10,304,893 )

Tax loss for the year

 

 

(799,912 )

 

 

(48,672 )

 

 

 

 

 

 

 

 

 

Estimated effective tax rate

 

 

21%

 

 

21%

Deferred tax asset

 

$(167,982 )

 

$(56,157 )

Less: Valuation allowance

 

 

7,486

 

 

 

7,486

 

Net Deferred tax asset

 

$(160,496 )

 

$(48,672 )

 

 

 

 

 

 

 

 

 

Rate Reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal income tax at statutory rate

 

$1,455,064

 

 

$(2,762,234 )

Temporary difference

 

 

15,513

 

 

 

34,009

 

Permanent difference

 

 

(1,638,558)

 

 

2,672,067

 

Change in Valuation Allowance

 

 

7,486

 

 

 

7,486

 

 

 

$(160,496 )

 

$(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, 2022. The Company’s Section 382 estimated analysis has not been completed through September 30, 2022.

 

 
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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.

 

On October 27, 2021, the Company received $24,985 in exchange for a convertible promissory note, in the same amount, from an independent third party. The note is convertible at a rate equivalent to 80% of the average of the two lowest trading prices during the thirty trading day period ending on the latest complete trading day prior to the conversion date. the 30 days. The note bears an interest rate of 6% and matures on October 27, 2023.

 

On November 16, 2021, the Company received $34,978 in exchange for a convertible promissory note, in the same amount, from an independent third party. The note is convertible at a rate equivalent to 80% of the average of the two lowest trading prices during the thirty trading day period ending on the latest complete trading day prior to the conversion date. the 30 days. The note bears an interest rate of 6% and matures on November 16, 2023.

 

On January 13, 2022, the Company received $25,000 in exchange for a convertible promissory note, in the same amount, from an independent third party. The note is convertible at a rate equivalent to 80% of the average of the two lowest trading prices during the thirty trading day period ending on the latest complete trading day prior to the conversion date. the 30 days. The note bears an interest rate of 6% and matures on January 13, 2024.

 

On February 02, 2022, the Company received $40,000 in exchange for a convertible promissory note, in the same amount, from an independent third party. The note is convertible at a rate equivalent to 80% of the average of the two lowest trading prices during the thirty trading day period ending on the latest complete trading day prior to the conversion date. the 30 days. The note bears an interest rate of 6% and matures on February 02, 2024.

 

On February 15, 2022, the Company received $20,000 in exchange for a convertible promissory note, in the same amount, from an independent third party. The note is convertible at a rate equivalent to 80% of the average of the two lowest trading prices during the thirty trading day period ending on the latest complete trading day prior to the conversion date. the 30 days. The note bears an interest rate of 6% and matures on February 15, 2024.

 

On March 01, 2022, the Company received $48,000 in exchange for a convertible promissory note, in the same amount, from an independent third party. The note is convertible at a rate equivalent to 80% of the average of the two lowest trading prices during the thirty trading day period ending on the latest complete trading day prior to the conversion date. the 30 days. The note bears an interest rate of 6% and matures on March 01, 2024.

 

 
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On March 16, 2022, the Company received $50,000 in exchange for a convertible promissory note, in the same amount, from an independent third party. The note is convertible at a rate equivalent to 80% of the average of the two lowest trading prices during the thirty trading day period ending on the latest complete trading day prior to the conversion date. the 30 days. The note bears an interest rate of 6% and matures on March 16, 2024.

 

On April 12, 2022, the Company received $25,000 in exchange for a convertible promissory note, in the same amount, from an independent third party. The note is convertible at a rate equivalent to 80% of the average of the two lowest trading prices during the thirty trading day period ending on the latest complete trading day prior to the conversion date. the 30 days. The note bears an interest rate of 6% and matures on April 12, 2024.

 

A summary of value changes to the notes for the year ended September 30, 2022, and 2021 is as follows:

 

 

 

September 30, 2022

 

 

September 30, 2021

 

 

 

 

 

 

Carrying value of Convertible Notes

 

$45,000

 

 

$45,764

 

Convertible notes issued

 

 

267,963

 

 

 

-

 

Less: Conversion of principal

 

 

-

 

 

 

80,000

 

Less: debt discount

 

 

267,963

 

 

 

79,236

 

Add: amortization of discount

 

 

89,732

 

 

 

-

 

Carrying value of Convertible Notes, net

 

$134,732

 

 

$45,000

 

 

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, 2022. 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, 2022

 

 

September 30, 2021

 

 

 

 

 

 

Shares of common stock issuable upon exercise of debt

 

 

32,900,000

 

 

 

4,500,000

 

Estimated market value of common stock on measurement date

 

$1.00

 

 

$2.47

 

Exercise price

 

$0.01

 

 

$0.01

 

Risk free interest rate (1)

 

4.05–4.25

%

 

0.11–0.16

%

Expected dividend yield (2)

 

 

0%

 

 

0%

Expected volatility (3)

 

 

227.30%

 

 

64.21%

Expected exercise term in years (4)

 

1.00 – 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.

 

 
F-16

Table of Contents

 

The change in fair values of the derivative liabilities related to the Convertible Notes for the fiscal year ended September 30, 2022 is summarized as:

 

 

 

Fair value atSeptember 30,

 

 

Quoted

market prices

for identical

assets/liabilities

 

 

Significantother observable inputs

 

 

Significant

unobservable

inputs

 

 

 

2022

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Derivative Liability

 

$3,296,143

 

 

$-

 

 

$-

 

 

$3,296,143

 

 

 

 

DerivativeLiability

 

Derivative liability as of September 30, 2021

 

$11,070,004

 

Change in fair value of derivative liability

 

 

(8,153,029)

Addition of new derivative liability

 

 

379,167

 

Derivative liability as of September 30, 2022

 

$3,296,143

 

 

 

 

Change in

Fair Value of

Derivative Liability**

 

Change in fair value of derivative liability at the beginning of period

 

$11,070,004

 

Day one gains/(losses) on valuation

 

 

111,204

 

Gains/(losses) from the change in fair value of derivative liability

 

 

(7,885,065)

Change in fair value of derivative liability at the end of the period

 

$3,296,143

 

 

**

The fair value at the remeasurement date is equal to the carrying value on the balance sheet.

 

 
F-17

Table of Contents

 

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 atSeptember 30,

2021

 

 

Quoted

market prices

for identical

assets/liabilities

(Level 1)

 

 

Significantother observable inputs

(Level 2)

 

 

Significant

unobservable

inputs

(Level 3)

 

Derivative Liability

 

$11,070,004

 

 

$-

 

 

$-

 

 

$11,070,004

 

 

 

 

Derivative

Liability

 

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

Fair Value of

Derivative Liability**

 

Change in fair value of derivative liability at September 30, 2020 (inception)

 

$-

 

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 September 30, 2021

 

$11,070,004

 

 

**

The fair value at the remeasurement date is equal to the carrying value on the balance sheet.

 

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.

 

 
F-18

Table of Contents

 

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. During the nine months ended June 30, 2022, a total of $15,000 in cash compensation and 150,000 shares valued at $279,000 in stock based compensation was earned by Mr. Anuison. As of June 30, 2022, a total of $37,875 in cash compensation and 350,000 shares valued at $533,000 in stock based compensation is currently 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 in respect of the exploration, development, exploitation and operation of the Concession. Each additional project relating to the Ghana Option Interest, and agreed to be made part of, and undertaken by the Partnership, shall be governed by individual “Operating Agreements” setting forth the terms and conditions relating to each project specifically.

 

The specific terms and conditions relating to the operations of the Concession are set forth in that certain Operating Agreement (“Operating Agreement”), which is attached to the JV Agreement as Schedule A.

 

The Company has formed a wholly owned subsidiary incorporated in Ghana and duly authorized to conduct business in precious metals and in mining activities in Ghana named Guskin Gold Ghana #1 Limited. All operations relating to the Concession will be undertaken by Guskin Gold Ghana #1 Limited.

 

As consideration for the Partnership and the Ghana Option Interest, the Company shall advance to AEMG, or other parties as directed by AEMG, and as mutually agreed to by the Parties, a financing (“Financing”) in the aggregate of Five Hundred Thousand ($500,000) dollars, to be remitted in accordance with a work program and budget. Such funds advanced as part of the Financing shall not be considered a capital contribution relating to the operations of the Partnership but shall be a debt due from the operations of the Partnership to the Company which shall be repaid from proceeds derived from operations, or upon the dissolution and liquidation of the operation. Additionally, the Company shall issue an aggregate 2,000,000 restricted common shares the Company’s common stock, at a per share valuation to be determined based on separate performance obligations (the “Shares”). Such Shares shall be earned and issued based on reaching and completion of certain milestones, which are fully set forth in the JV Agreement and Operating Agreement. In accordance with the JV Agreement, AEMG 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. 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.

 

 
F-19

Table of Contents

 

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 was filed as Exhibit 10.4 to our Form 10-K filed January 31, 2022 (the Operating Agreement is Schedule A to the JV Agreement) and is incorporated herein by reference.

 

On February 7, 2022, Guskin Gold Corp., enter into that certain Joint Venture & Partnership Agreement (the “Ensuro JV Agreement”) by and through Guskin Gold Ghana Ltd., a company incorporated under the Laws of the Republic of Ghana, and the Corporation’s wholly owned subsidiary, (collectively, Guskin Gold Corp. and its subsidiary Guskin Gold Ghana Ltd. shall be referred to hereinafter as the “Company”) with Ensuro Group of Companies Limited, a company incorporated under the Laws of the Republic of Ghana (the “Ensuro”). The Ensuro JV Agreement sets forth the terms and conditions of an unincorporated joint venture and partnership (the “Partnership”) between the parties relating to precious metal, minerals and mining exploration activities in the Country of Ghana. Per the Agreement DCL shall grant the Corporation 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 Tepa Concession (the “Tepa Concession”) which covers a total surface area of fifty (50) acres and is located in the Ashanti Region of Ghana in exchange the Corporation shall provide all such financing necessary to exploit the Tepa Concession in accordance with a preapproved work program and budget. Additionally, the Corporation shall pay to Ensuro an access fee of Three Hundred Thousand (GH₵300,000) Ghana Cedi upon execution of the Ensuro JV Agreement (the “Access Fee”). The Access Fee shall be treated as a loan to Ensuro which will be repaid from the initial monies earned form the exploration, development, or exploitation of the Tepa Concession.

 

The specific terms and conditions relating to the operations of the Tepa Concession are set forth in that certain Operating Agreement (“Operating Agreement”), which is attached to the JV Agreement as Schedule A.

 

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 were filed as Exhibit 10.1 to our Form 8-K filed on February 8, 2022 (the Operating Agreement is Schedule A to the JV Agreement) and is incorporated herein by reference.

 

 
F-20

Table of Contents

 

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. 

 

On August 8, 2022, the Company entered  into an agreement (the “Service Agreement”) with Terranet Limited, a corporation formed under the laws of Ghana (“Terranet”) setting forth the terms and conditions whereby Terranet will carry out an Induced Polarization (IP) and a Ground Magnetic Surveys over the Company’s leased property known as the Kukuom’s. Terranet is based in Accra, Ghana and will be conducting the survey over the Kukuom “Open Pit” prospect. The field crew will be starting the survey mid-August which covers an estimated area of 1.6 sq. kms, with appropriately 16.8-line kms of IP, employing the pole-dipole array with a dipole spacing of 25-meter using 8 dipoles. The Ground Magnetics survey will cover approx. 40-line kms. The survey is scheduled to take approximately 6 weeks to complete, followed by analysis and interpretation of the resulting data. The Company shall pay Terranet an aggregate price of $36,700 USD, with 50% deliverable prior to commencing the survey.

 

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.

 

 
F-21

Table of Contents

 

During the period from July 1, 2021, to December 31, 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. 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 October 21, 2021, the Company and Bonsu entered into a Release and Settlement Agreement (“Bonsu Release and Settlement Agreement”) whereby Bonsu agreed to cause the cancellation and return of 2,250,000 shares (“Bonsu Shares”) of the Company’s common stock to the Company’s treasury. On April 26, 2022, the Company received the requisite documentation, signatures, and instructions necessary to effectuate the cancellation of the Bonsu Shares. The cancellation was processed on April 28, 2022 with an effective date of March 30, 2022.

 

On October 21, 2021, GKIN and U Green Enterprises, a Ghana corporation (“UGE”), and Edward Somuah, an individual (“Somuah”) entered into a Release and Settlement Agreement whereby Somuah resigned as a member of the Company’s Board of Directors and as the Company’s Chief Financial Officer and Secretary and Somuah agreed to cancel and return to the Company’s treasury 956,440 of GKIN owned by UGE (“UGE Shares”) and Somuah was to cause the assignment of 11,000,000 shares of GKIN common stock (“Somuah Shares”) to GKIN’s current Chief Executive Officer, Naana Asante. On April 14, 2022, the Company received the requisite documentation, signatures, and instructions necessary to effectuate the cancellation of the UGE Shares and the assignment of the Somuah Shares. The cancellation and transfers were processed between April 14, 2022 and April 28, 2022, and with an effective date of March 30, 2022.

 

As of September 30, 2022 and September 30, 2021, a total of 47,994,825 and 51,201,265 shares of common stock with par value $0.001 remain outstanding, respectively.

 

Note 13 – Subsequent Event

 

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued, January 12, 2023, and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

 
F-22

 

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