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10-Q/A true 2020-12-31 false 000-53371 AMERITRUST CORPORATION WY 26-2877927 1712 Pioneer Ave., Suite 500 Cheyenne WY 82001 (475) 217-6124 Common stock ATCC Yes Yes true false Non-accelerated Filer false 7239644392886 This Amendment No. 2 on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of Ameritrust Corporation (the “Company”) for the quarter ended December 31, 2020, originally filed with the Securities and Exchange Commission on May 20, 2021 (the “Original Filing”).This Amendment No. 2 to the Quarterly Report on Form 10-Q is being filed to correct and restate certain disclosures previously reported under the prior management of Ameritrust Corporation (“ATCC”). On September 30, 2024, the Securities and Exchange Commission announced that it had obtained final judgments in SEC v. Seong Yeol Lee and Ameritrust Corporation, et al., relating to a microcap fraud case involving the Company’s former Chief Executive Officer, Mr. Seong Yeol, Lee. Mr. Lee, who ceased serving as Chief Executive Officer on March 7, 2023 (the date of his passing), was responsible for the issuance of approximately 7 trillion shares of the Company’s common stock in connection with purported investments by certain China-based entities and related project development assets. The current management of the Company has determined that such issuances and related asset recognitions were not supported by valid consideration, were not in compliance with U.S. GAAP, and cannot be recognized as legitimate transactions for financial reporting purposes. Accordingly, the Company has amended this Quarterly Report to derecognize the previously reported subsidiary contributions and associated project development assets, and to restate the financial statements as if the Company had remained dormant following the fiscal year ended September 30, 2020. Notwithstanding these accounting restatements, the Company’s transfer agent records continue to reflect approximately 7 trillion shares of common stock issued and outstanding as of the latest practicable date. The Company is evaluating the appropriate corporate and legal actions necessary to reconcile its issued and outstanding share count with its restated financial position. Until such matters are resolved, investors should exercise caution and rely on the accompanying financial statements, which exclude the invalidated asset contributions.

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Note 1 – ORGANIZATION AND NATURE OF BUSINESS Ameritrust Corporation is a real estate holding, development and operation company, and looking for real estate investment. The goal is to acquire, hold, develop and operate commercial real estate. On August 28, 2020, Ameritrust and Gryphon, two entities under common control, merged. The transaction does not meet the definition of a business combination. Our common stock trades on the OTC PINK Marketplace under the ticker symbol “ATCC” (formerly “GRYO”). The recording currency of the company is US dollar and the reporting currency is US dollar. On August 28, 2020, Ameritrust and Gryphon, two entities under common control, merged. The transaction does not meet the definition of a business combination. The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2020 Form 10-K.

Note 2 – GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As disclosed in Note 9 and Note 10, the Company’s prior management, under former Chief Executive Officer Mr. Seong Yeol Lee, caused the Company to issue approximately 77,000,000,000,000 trillion shares of common stock in connection with purported subsidiaries and project development assets. These transactions were subsequently determined by current management to lack valid consideration and were not in compliance with U.S. GAAP. As a result, such issuances and assets have been derecognized in the accompanying financial statements, which present the Company as dormant subsequent to the fiscal year ended September 30, 2020. Although the Company’s transfer agent records continue to reflect approximately 77,000,000,000,000 trillion shares of common stock issued and outstanding, such shares are not recognized as valid equity instruments for accounting purposes. The Company is currently evaluating corporate and legal remedies to resolve this discrepancy. The Company has not generated revenues since fiscal year 2020 and does not currently have operations. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. Management intends to preserve the Company’s corporate status, pursue potential restructuring opportunities, and seek appropriate regulatory remedies regarding the disputed share issuances. However, there can be no assurance that such plans will be successful or that the Company will be able to obtain financing or recommence operations. Accordingly, the financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

7000000000000

Note 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES <p id="xdx_843_eus-gaap--BasisOfPresentationAndSignificantAccountingPoliciesTextBlock_z5nTK8g4hF1l" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: left; text-indent: -0.5pt">Basis of presentation The accompanying financial statements have been prepared in accordance with GAAP. The Company’s year-end is September 30. Use of Estimates The preparation of financial statements in conformity with 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. An entity must also disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. Basic Income (Loss) Per Share The Company computes income (loss) per share in accordance with ASC 260 “Earnings per share”. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive income (loss) per share excludes all potential common shares if their effect is anti-dilutive. As of December 31, 2020, there were no potentially dilutive debt or equity instruments issued or outstanding. Developing real estate Real estate includes residential land under development. Real estate under construction is valued at the lower of cost and fair value. Land development expenditure, including land use right cost, deed tax, early development cost, project cost, etc., excluding depreciation, is capitalized according to individual identification method and allocated to development projects. When the book value exceeds the fair value, the real estate under development will be subject to valuation adjustment. Only when the book value of the asset is not recoverable and exceeds the fair value, the impairment loss is recognized. If the book value exceeds the sum of the undiscounted cash flows expected to be generated by the asset, the book value is not recoverable. The company reviews the future losses and impairments of all real estate projects by comparing the estimated future undiscounted cash flow of each project with the book value of the project. Property, plant and Equipment Property, plant and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterment that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed for financial statement purposes on a straight-line basis over the following estimated useful lives of the related assets. Intangible assets Intangible assets consist of contracts acquired in an asset purchase agreement (see Note 5). The estimated useful life of these assets was determined to be 3 years. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than it carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions. Right of Use Assets and Lease Liabilities The Company adopted ASU 2016-02 which amended the previous guidance for lease accounting and related disclosure requirements. The new guidance requires the recognition of right-of-use assets and lease liabilities on the balance sheet for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain to be exercised. Lessees are required to classify leases as either financing or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. The Company elected to utilize the package of practical expedients in ASC 842-10-65-1(f) that, upon adoption of ASU 2016-02, allows entities to (1) not reassess whether any expired or existing contracts contain leases, (2) retain the classification of leases (e.g., operation or finance lease) existing at the date of adoption and (3) not reassess initial direct costs for any existing leases. Recent Accounting Pronouncements There have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended December 31, 2020, that are of significance or potential significance to the Company.

<p id="xdx_843_eus-gaap--BasisOfPresentationAndSignificantAccountingPoliciesTextBlock_z5nTK8g4hF1l" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: left; text-indent: -0.5pt">Basis of presentation The accompanying financial statements have been prepared in accordance with GAAP. The Company’s year-end is September 30.

Use of Estimates The preparation of financial statements in conformity with 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. An entity must also disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract.

Basic Income (Loss) Per Share The Company computes income (loss) per share in accordance with ASC 260 “Earnings per share”. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive income (loss) per share excludes all potential common shares if their effect is anti-dilutive. As of December 31, 2020, there were no potentially dilutive debt or equity instruments issued or outstanding.

Developing real estate Real estate includes residential land under development. Real estate under construction is valued at the lower of cost and fair value. Land development expenditure, including land use right cost, deed tax, early development cost, project cost, etc., excluding depreciation, is capitalized according to individual identification method and allocated to development projects. When the book value exceeds the fair value, the real estate under development will be subject to valuation adjustment. Only when the book value of the asset is not recoverable and exceeds the fair value, the impairment loss is recognized. If the book value exceeds the sum of the undiscounted cash flows expected to be generated by the asset, the book value is not recoverable. The company reviews the future losses and impairments of all real estate projects by comparing the estimated future undiscounted cash flow of each project with the book value of the project.

Property, plant and Equipment Property, plant and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterment that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed for financial statement purposes on a straight-line basis over the following estimated useful lives of the related assets.

Intangible assets Intangible assets consist of contracts acquired in an asset purchase agreement (see Note 5). The estimated useful life of these assets was determined to be 3 years. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives.

P3Y

Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than it carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions.

Right of Use Assets and Lease Liabilities The Company adopted ASU 2016-02 which amended the previous guidance for lease accounting and related disclosure requirements. The new guidance requires the recognition of right-of-use assets and lease liabilities on the balance sheet for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain to be exercised. Lessees are required to classify leases as either financing or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. The Company elected to utilize the package of practical expedients in ASC 842-10-65-1(f) that, upon adoption of ASU 2016-02, allows entities to (1) not reassess whether any expired or existing contracts contain leases, (2) retain the classification of leases (e.g., operation or finance lease) existing at the date of adoption and (3) not reassess initial direct costs for any existing leases.

Recent Accounting Pronouncements There have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended December 31, 2020, that are of significance or potential significance to the Company.

Note 4 – Real Estate Property Under Development REAL ESTATE PROPERTY UNDER DEVELOPMENT The following is a description of the Company’s significant real estate transactions during the year ended September 30, 2020: - Purchased 23.45 acres of land in Bedford, NY for a total purchase price of $766,210. Each quarter, the Company reviews the performance and outlook for its real estate for indicators of potential impairment and performs detailed impairment evaluations and analyses when necessary. As a result of this process, there were no real estate impairment charges for the year ended September 30, 2020. When applicable, real estate impairments and land option charges are included in cost of sales in the consolidated statement of operations.

23.45

766210

Note 5 – Goodwill GOODWILL When events and circumstances indicate that the book value cannot be recovered, the company measures goodwill at fair value on a non-recurring basis. As of December 31, 2020, such assets or liabilities do not need to be regularly measured at fair value.

Note 6 – Right of Use Assets and Lease Liabilities RIGHT OF USE ASSETS AND LEASE LIABILITIES During August 2020, the Company entered into a financing lease for a vehicle. The lease requires monthly payments of $1,449 over a three year term that expires in August 2023. Most leases contain renewal options for varying periods, which are at the Company’s sole discretion and included in the expected lease term if they are reasonably certain of being exercised. Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate to determine the present value of the lease as the rate implicit in the lease is typically not readily determinable. <p id="xdx_89B_ecustom--ScheduleOfOperatingRightOfUseAssetsAndOperatingLeaseLiabilitiesTableTextBlock_zhLsmTUMho46" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5pt; text-align: justify; text-indent: -0.5pt">SCHEDULE OF OPERATING RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 50%; margin-left: 0.75in"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_496_20201231_ztU6uYN5QTS7" style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Right of Use Assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--OperatingLeaseRightOfUseAsset_iI_z4V7pLtuRae7" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; width: 80%; text-align: left">Operating Right of Use Asset</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">50,715</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Right of Use Liabilities:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--OperatingLeaseLiability_iI_zBIVtNXwdBQj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Operating Lease Liability</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">50,715</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> </table> As of December 31, 2020, operating lease maturities are as follows with total amount of $ 50,715. SCHEDULE OF OPERATING LEASE MATURITIES <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 50%; margin-left: 0.75in"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td style="text-align: left"> </td> <td style="text-align: left"> </td><td id="xdx_496_20201231_zWrb7UrF1Rxa" style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Annual Year Ended September 30,</td><td style="text-align: left"> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsRemainderOfFiscalYear_iI_zZCOQVHepXc4" style="vertical-align: bottom; background-color: White"> <td style="width: 80%; text-align: left">2021</td><td style="width: 2%; text-align: left"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">17,388</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths_iI_zLR0tpv43dfd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2022</td><td style="text-align: left"> </td> <td style="text-align: left">$</td><td style="text-align: right">17,388</td><td style="text-align: left"> </td></tr> <tr id="xdx_40F_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearTwo_iI_zahTYOHqJHx9" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2023</td><td style="text-align: left"> </td> <td style="text-align: left">$</td><td style="text-align: right">15,939</td><td style="text-align: left"> </td></tr> </table>

1449

P3Y

<p id="xdx_89B_ecustom--ScheduleOfOperatingRightOfUseAssetsAndOperatingLeaseLiabilitiesTableTextBlock_zhLsmTUMho46" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0.5pt; text-align: justify; text-indent: -0.5pt">SCHEDULE OF OPERATING RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 50%; margin-left: 0.75in"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_496_20201231_ztU6uYN5QTS7" style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Right of Use Assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--OperatingLeaseRightOfUseAsset_iI_z4V7pLtuRae7" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; width: 80%; text-align: left">Operating Right of Use Asset</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">50,715</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Right of Use Liabilities:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--OperatingLeaseLiability_iI_zBIVtNXwdBQj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 10pt; text-align: left">Operating Lease Liability</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">50,715</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> </table>

50715

As of December 31, 2020, operating lease maturities are as follows with total amount of $ 50,715. SCHEDULE OF OPERATING LEASE MATURITIES <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 50%; margin-left: 0.75in"> <tr style="display: none; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td style="text-align: left"> </td> <td style="text-align: left"> </td><td id="xdx_496_20201231_zWrb7UrF1Rxa" style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Annual Year Ended September 30,</td><td style="text-align: left"> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_400_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsRemainderOfFiscalYear_iI_zZCOQVHepXc4" style="vertical-align: bottom; background-color: White"> <td style="width: 80%; text-align: left">2021</td><td style="width: 2%; text-align: left"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">17,388</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths_iI_zLR0tpv43dfd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">2022</td><td style="text-align: left"> </td> <td style="text-align: left">$</td><td style="text-align: right">17,388</td><td style="text-align: left"> </td></tr> <tr id="xdx_40F_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearTwo_iI_zahTYOHqJHx9" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">2023</td><td style="text-align: left"> </td> <td style="text-align: left">$</td><td style="text-align: right">15,939</td><td style="text-align: left"> </td></tr> </table>

50715

17388

15939

Note 7 – Income tax INCOME TAX Deferred income tax assets and liabilities are determined based on the estimated future tax impact of net operating loss and credit carry forward, as well as the temporary differences between the tax base of assets and liabilities and their respective financial reporting amounts measured at the current promulgated tax rates. If the possibility of realization of the deferred income tax assets is not great, the company records the estimated valuation allowance of the deferred income tax assets. When evaluating the variability of deferred income tax assets, the management considers whether some or all of the deferred income tax assets are more likely to be unrealized. The realization of deferred income tax assets depends on the generation of sufficient taxable income in the future period and in the jurisdiction where these temporary differences can be deducted. When the company determines that part of the deferred income tax assets are likely to be unrealized, the company records the valuation allowance. The accounting of deferred income tax is based on the estimation of future results. The difference between the expected and actual results of these future results may have a significant impact on the company’s comprehensive operating results or financial position. In addition, changes in current federal and state tax laws and rates may affect future tax results and the valuation of the company’s deferred tax assets and liabilities. Interest and penalties associated with unrecognized tax benefits are recognized as part of income tax expenses in the consolidated financial statements. Assessing an uncertain tax situation requires significant judgment. The company assesses its uncertain tax position on a quarterly basis. Assessment is based on many factors, including changes in facts or circumstances, changes in tax laws, correspondence with tax authorities during the audit process, and effective solutions to audit problems. Changes in the recognition or measurement of uncertain tax status may result in an increase or decrease in corporate income tax expenses during the change period.

Note 8 – STOCKHOLDERS’ EQUITY Common Shares In July 2020, the Articles of Incorporation of the Company were amended in the State of Nevada to authorize 410,000,000 shares of capital stock of which 400,000,000 shares were designated as common stock with a par value of $0.01 per share and 10,000,000 shares were designated as preferred stock with a par value of $0.01 per share. The shareholders also approved a 10-1 reverse stock split and recapitalization of its stock. Subsequent to the merger of Ameritrust and Gryphon in August 2020, the Company has authorized capital stock consisting of an unlimited number of shares of common stock and an unlimited number of shares of preferred stock. Therefore, as of December 31, 2020, the Company is authorized to issue unlimited shares of common stock with a par value of $0.01 and unlimited shares of preferred stock with a par value of $0.01. Common Stock – Issued and Outstanding At December 31, 2020 and September 30, 2020, there were 26,767,818 and 26,767,818 shares of common stock issued and outstanding, respectively.

410000000

400000000

0.01

10000000

0.01

10-1 reverse stock split

0.01

26767818

Note 9 – Restatement of Previously Issued Financial Statements RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On September 30, 2024, the Securities and Exchange Commission (“SEC”) announced that it had obtained final judgments in SEC v. Seong Yeol Lee and Ameritrust Corporation, et al., No. 3:23-cv-00125 (D. Conn.), a civil enforcement action involving the Company’s former Chief Executive Officer, Mr. Seong Yeol Lee. Mr. Lee was found liable in connection with a microcap fraud scheme. Mr. Lee ceased serving as the Company’s Chief Executive Officer on March 7, 2023, the date of his passing. During Mr. Lee’s tenure, the Company reported that it had issued approximately 7<span id="xdx_907_eus-gaap--CommonStockSharesIssued_iI_c20240930__srt--TitleOfIndividualAxis__custom--MrSeongYeolLeeMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zTFV5RnS3IQa" style="display: none" title="Common stock, shares issued">7,000,000,000,000 trillion shares of common stock in connection with purported investments by certain China-based entities. These issuances were presented as contributions of subsidiaries and project development rights, which were recorded as assets on the Company’s balance sheet. Following the change in management, the Company has conducted a review of these transactions and determined that: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in; text-align: left"> </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in; text-align: left">1.</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">The referenced subsidiaries and project development rights were not supported by verifiable ownership, contractual rights, or valid consideration;</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left">2.</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">The recognition of such assets and related equity issuances was not in compliance with U.S. GAAP; and</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left">3.</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">The reported transactions were the subject of the SEC’s enforcement action against Mr. Lee.</td></tr> </table> Accordingly, the Company has restated its financial statements to: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 0.25in"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 0.25in">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Derecognize the previously reported subsidiary contributions and project development assets;</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Present the Company’s financial position as a dormant entity subsequent to the fiscal year ended September 30, 2020; and</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Remove all references to the invalidated project developments from prior financial statements.</td></tr> </table> As of the date of this report, the Company’s transfer agent continues to reflect approximately 7<span id="xdx_908_eus-gaap--CommonStockSharesIssued_iI_c20201231__srt--TitleOfIndividualAxis__custom--MrSeongYeolLeeMember__srt--RestatementAxis__srt--RestatementAdjustmentMember_zXDg9Zg79D85" style="display: none" title="Common stock, shares issued"><span id="xdx_906_eus-gaap--CommonStockSharesOutstanding_iI_c20201231__srt--TitleOfIndividualAxis__custom--MrSeongYeolLeeMember__srt--RestatementAxis__srt--RestatementAdjustmentMember_zk2bQEmcOXbf" style="display: none" title="Common stock, shares outstanding">7,000,000,000,000 trillion shares of common stock issued and outstanding. These shares remain recorded on the Company’s shareholder ledger; however, they are not recognized as validly issued equity instruments for accounting purposes until and unless appropriate corporate and legal actions are taken to resolve the matter. Management is actively evaluating the corporate, legal, and regulatory remedies available to reconcile the discrepancy between the number of shares reflected by the transfer agent and the financial statements presented herein. Until such resolution is achieved, the Company cautions investors that its financial statements exclude the previously reported asset contributions and related equity transactions.

7000000000000

Note 10 – SUBSEQUENT EVENTS On March 7, 2023, Mr. Seong Yeol Lee, the Company’s then-Chief Executive Officer, passed away. As of that date, Mr. Lee ceased serving in any capacity with the Company. On September 30, 2024, the Securities and Exchange Commission (“SEC”) announced that it had obtained final judgments in SEC v. Seong Yeol Lee and Ameritrust Corporation, et al., No. 3:23-cv-00125 (D. Conn.), a civil enforcement action involving Mr. Lee and the Company. The SEC alleged, and the Court found, that Mr. Lee and the Company engaged in conduct constituting microcap fraud. As a result of these events, the Company’s current management has determined that the issuance of approximately 7 <span id="xdx_905_eus-gaap--CommonStockSharesIssued_iI_c20240930__srt--TitleOfIndividualAxis__custom--MrSeongYeolLeeMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zhZWPhXNUcQ5" style="display: none" title="Common stock, shares issued">7,000,000,000,000 trillion shares of common stock and the recognition of related subsidiary contributions and project development assets were not supported by valid consideration, were inconsistent with U.S. GAAP, and cannot be recognized for financial reporting purposes. The Company has accordingly amended this Quarterly Report on Form 10-Q to restate its financial statements as if the Company had remained dormant following the fiscal year ended September 30, 2020. Management continues to evaluate appropriate legal and regulatory remedies with respect to the 7<span id="xdx_907_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20240901__20240930__srt--TitleOfIndividualAxis__custom--MrSeongYeolLeeMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zmntCwek28fc" style="display: none" title="Shares issued">7,000,000,000,000 trillion shares of common stock recorded by the transfer agent but not recognized in the accompanying financial statements.

7000000000000