0001013762-21-000187.txt : 20211005 0001013762-21-000187.hdr.sgml : 20211005 20211005061820 ACCESSION NUMBER: 0001013762-21-000187 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 53 CONFORMED PERIOD OF REPORT: 20210630 FILED AS OF DATE: 20211005 DATE AS OF CHANGE: 20211005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Guskin Gold Corp. CENTRAL INDEX KEY: 0001509786 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 271989147 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-171636 FILM NUMBER: 211305112 BUSINESS ADDRESS: STREET 1: 4500 GREAT AMERICA PARKWAY, PMB 38 STREET 2: STE 100 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-766-1511 MAIL ADDRESS: STREET 1: 4500 GREAT AMERICA PARKWAY, PMB 38 STREET 2: STE 100 CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: Inspired Builders, Inc. DATE OF NAME CHANGE: 20110107 10-Q 1 f10q0621_guskingold.htm QUARTERLY REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED:  June 30, 2021

 

  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

For the transition period from __________ to __________

 

Commission File Number: ________________

 

GUSKIN GOLD CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   27-1989147
(State or other jurisdiction
of incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

4500 Great America Parkway, PMB 38, Ste 100

Santa Clara, CA 95054

 (Address of principal executive offices, Zip Code)

 

(408) 766-1511

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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, a smaller reporting company, or an emerging growth 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐ Yes      No

 

The number of shares of registrant’s common stock outstanding as of October 1, 2021 was 50,461,265.

 

 

 

 

 

 

FORM 10-Q

GUSKIN GOLD CORP.

FKA INSPIRED BUILDERS, INC.

 

June 30, 2021

TABLE OF CONTENTS

 

        Page No.
         
    PART I. - FINANCIAL INFORMATION     
Item 1.   Condensed Consolidated Financial Statements   1
    Condensed Consolidated Balance Sheets as of June 30, 2021 (Unaudited) and September 30, 2020   1
    Condensed Consolidated Statement of Operations for the Three and Nine Months ended June 30, 2021 (Unaudited) and for the period from May 28, 2020 (inception) to June 30,2020   2
    Condensed Consolidated Statement of Stockholder’s Deficit for the Three and Nine Months ended June 30, 2021 (Unaudited) and for the period from May 28, 2020 (inception) to June 30,2020   3
    Condensed Consolidated Statement of Cash Flows for the Nine Months ended June 30, 2021 (Unaudited) and for the period from May 28, 2020 (inception) to June 30,2020   5
    Notes to Condensed Consolidated Financial Statements (Unaudited)   6
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   16
Item 3.   Quantitative and Qualitative Disclosures About Market Risk   18
Item 4.   Controls and Procedures   18
         
    PART II - OTHER INFORMATION    
Item 1.   Legal Proceedings   19
Item 1A   Risk Factors   19
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds   19
Item 3.   Defaults Upon Senior Securities   19
Item 4.   Mine Safety Disclosures   19
Item 5.   Other Information   19
Item 6.   Exhibits   20
    Signature   21

 

i

 

 

FORWARD LOOKING STATEMENTS

 

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

 

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our report on Form 10-K which was filed with the SEC on January 8, 2021 (the “10-K”), in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

 

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

 

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

 

ii

 

 

PART I. FINANCIAL INFORMATION

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   June 30,
2021
(Unaudited)
   September 30,
2020
 
ASSETS        
CURRENT ASSETS:        
Cash  $1,276   $13,767 
Total current assets   1,276    13,767 
           
           
Investment in Mineral Rights   5,426    
-
 
Total non current assets   5,426    
-
 
           
TOTAL ASSETS  $6,702   $13,767 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
CURRENT LIABILITIES:          
Accounts payable and Accrued Expenses  $73,865   $22,549 
Loan payable – Related Party   149,357    30,390 
Convertible notes payable (net of unamortized discount)   45,000    45,764 
Notes payable   7,500    7,500 
Derivative liability   8,415,006    2,125,113 
TOTAL LIABILITIES   8,690,728    2,231,316 
           
Commitments and Contingencies (See Note 10)   
-
    
-
 
           
STOCKHOLDERS’ DEFICIT          
Preferred stock, par value $0.001 per share; 5,000,000 shares authorized; none shares issued and outstanding at June 30, 2021 and September 30, 2020, respectively   
-
    
-
 
Common stock, par value $0.001 per share; 250,000,000 shares authorized; 50,461,265 and 29,211,265 shares issued and outstanding at June 30, 2021 and September 30, 2020, respectively   50,461    29,211 
Additional paid in capital   1,623,566    (2,175,610)
Accumulated deficit   (10,358,053)   (71,150)
TOTAL STOCKHOLDERS’ DEFICIT   (8,684,026)   (2,217,549)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $6,702   $13,767 

 

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

 

1

 

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

 

   For Three Months Ended   For the period from May 28, 2020
(inception) to
   For Nine Months Ended   For the period from May 28, 2020
(inception) to
 
   June 30,
2021
   June 30,
2020
   June 30,
2021
   June 30,
2020
 
   (Unaudited)       (Unaudited)     
                 
Operating Expenses:                    
Stock based compensation  $
-
   $
-
   $2,340,000   $
-
 
Professional fees   33,767    38,170    127,598    38,170 
General and administrative expenses   39,583    1,630    79,561    1,630 
Total Operating Expenses   73,350    39,800    2,547,159    39,800 
                     
Loss from operations   (73,350)   (39,800)   (2,547,159)   (39,800)
                     
Other Expense                    
Change in fair value of derivative   (7,650,004)   
-
    (7,649,893)   
-
 
Interest expense   (20,125)   (26)   (89,851)   (26)
Total other expense   (7,670,129)   (26)   (7,739,744)   (26)
                     
Net loss before income tax provision   (7,743,479)   (39,826)   (10,286,903)   (39,826)
Provision for income tax   
-
    
-
    
-
    
-
 
                     
Net loss  $(7,743,479)  $(39,826)  $(10,286,903)  $(39,826)
                     
Net loss per common share                    
Basic and diluted  $(0.16)  $(0.00)  $(0.26)  $(0.00)
Weighted average common shares outstanding                    
Basic and diluted   48,266,210    27,387,879    39,314,206    27,387,879 

 

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

 

2

 

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

 

For the Three and Nine Months ended June 30, 2021

 

   Preferred stock   Shares   Preferred Stock: Par Value   Common Stock:   Shares   Common
Stock:
Par Value
   Additional Paid-in Capital   Accumulated Deficit   Total 
Balance – September 30, 2020           -   $
         -
    29,211,265   $29,211   $(2,175,610)  $(71,150)  $(2,217,549)
                                    
In-kind service contribution   -    
-
    -    
-
    5,000    
-
    5,000 
Net loss   -    
-
    -    
-
    
-
    (75,239)   (75,239)
Balance – December 31, 2020 (Unaudited)   -    
-
    29,211,265    29,211    (2,170,610)   (146,389)   (2,287,788)
                                    
In-kind service contribution   -    
-
    -    
-
    15,000    
-
    15,000 
Common stock issued for services – related party   -    
-
    13,000,000    13,000    2,327,000    
-
    2,340,000 
Net loss   -    
-
    -    
-
    
-
    (2,468,185)   (2,468,185)
Balance – March 31, 2021 (Unaudited)   -    
-
    42,211,265    42,211    171,390    (2,614,574)   (2,400,973)
                                    
In-kind service contribution   -    
-
    -    
-
    15,000    
-
    15,000 
Common stock issued for conversion of convertible notes payable   -    
-
    8,000,000    8,000    1,432,000    
-
    1,440,000 
Common stock issued for mineral rights   -    
-
    250,000    250    5,176    
-
    5,426 
Net loss   -    
-
    -    
-
    
-
    (7,743,479)   (7,743,479)
Balance – June 30, 2021 (Unaudited)   -   $
-
    50,461,265   $50,461    1,623,566   $(10,358,053)  $(8,684,026)

 

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

 

3

 

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

 

For the period from May 28, 2020 (inception) to June 30, 2021

 

   Preferred stock   Shares   Preferred Stock: Par Value   Common Stock:   Shares   Common Stock:
Par Value
   Additional Paid-in Capital   Accumulated Deficit   Total 
Balance – May 28, 2020 (inception)   
-
   $
-
    -   $
-
   $
             -
   $
-
   $
  -
 
                                    
Common stock issued to founder   -    
-
    15,000,000    15,000    
-
    
-
    15,000 
Common stock issued for services   -    
-
    13,200,000    13,200    
-
    
-
    13,200 
Net loss         -    
           -
    -    
-
    
-
    (39,826)   (39,826)
Balance – June 30, 2020   -   $
-
    28,200,000   $28,200   $
-
   $(39,826)  $(11,626)

 

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

 

4

 

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

   For the
Nine Months
Ended
   For the
period from
May 28, 2020
(inception) to
 
   June 30,
2021
   June 30,
2020
 
   (Unaudited)     
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(10,286,903)  $(39,826)
Adjustments to reconcile net loss to net cash used in operating activities:          
Amortization of debt discount   79,236    - 
Change in fair value of derivative liability   7,649,893    - 
In-kind contribution of service   35,000    
-
 
Common stock issued for services   2,340,000    13,200 
Common stock issued for founder   
-
    15,000 
Changes in operating assets and liabilities:          
Prepaid expense   
-
    (3,940)
Accounts payable and accrued expenses   51,316    26 
Net Cash Used in Operating Activities   (131,458)   (15,540)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from related party debt, net of repayment   118,967    15,540 
Net Cash Provided by Financing Activities   118,967    15,540 
           
NET CHANGE IN CASH   (12,491)   
-
 
           
CASH - BEGINNING OF PERIOD   13,767    
-
 
CASH - END OF PERIOD  $1,276   $
-
 
           
SUPPLEMENTAL CASH FLOW INFORMATION:          
Cash paid for income taxes  $
-
   $
-
 
Cash paid for interest  $
-
   $
-
 
           
NON-CASH INVESTING AND FINANCING ACTIVITIES          
Common stock issued for conversion of convertible notes payable  $1,440,000   $
-
 
Convertible notes payable converted to common stock  $80,000      
Derivative liability extinguished upon conversion of convertible notes  $1,360,000   $
-
 
Investment in mineral rights  $5,426   $
-
 

 

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

 

5

 

 

GUSKIN GOLD CORP. AND SUBSIDIARIES
FKA INSPIRED BUILDERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2021
(Unaudited)

 

Note 1 – Organization and Basis of Accounting

 

Basis of Presentation and Organization

 

Inspired Builders, Inc. (the “Company”,“Guskin”, “We”, and “Us”) was incorporated in the State of Nevada in February 2010. Until August 15, 2017 the Company was directing its focus on acquiring, investing in, developing and managing real estate properties and related investments. On August 15, 2017, pursuant to a change in control transaction, we relocated to Miami, Florida and ceased all operations as a real estate company.

 

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

 

On April 30, 2020, Custodian Ventures, LLC, a Wyoming limited liability company (“CVL”) and the Company entered into a Stock Purchase Agreement (the “Agreement”) with U Green Enterprise, a Ghana corporation (the “Purchaser”). The Agreement closed upon execution on April 30, 2020 (“Closing”). Pursuant to the Agreement, CVL agreed to sell and Purchaser agreed to purchase 956,440 restricted common stock shares of the Company (the “Shares”), representing approximately 94.6% of the Company’s outstanding shares of common stock. Pursuant to the Agreement, Purchaser agreed to pay CVL as follows: (i) $157,640 payable at the Closing in exchange for the Shares, and (ii) to repay the note outstanding to CVL in amount of $67,360 immediately following the Closing. The Agreement resulted in a change of control of the Company and David Lazar resigned effective immediately as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and sole director and Edward Somuah was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and sole director.

 

Guskin Gold Corporation (“GGC”) was incorporated in May 28, 2020 in the state of Nevada. GGC’s business activity is the early-stage development of a business focusing on the acquisition of gold properties, and the exploration and potential development of small-scale gold mining operations in the Republic of Ghana, West Africa.

 

On September 3, 2020, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with GGC, and the controlling stockholders of GGC (the “GGC Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired One Hundred Percent (100%) the issued and outstanding equity interest of GGC from the GGC Shareholders (the “GGC Shares”) and in exchange the Company issued to GGC an aggregate of Twenty-Eight Million Two Hundred Thousand (28,200,000) shares of restricted common stock of the Company.

 

The Share Exchange is accounted for as a reverse recapitalization under U.S. GAAP as the Share Exchange results in a change of control of the Company. GGC was determined to be the accounting acquirer based upon the terms of the Share Exchange and other factors including: (i) GGC’s shareholders are expected to own approximately 96.54% of the Company issued and outstanding common stock immediately following the effective time of the Share Exchange (the “Closing”), and (ii) GGC’s management will hold all key positions in the management of the combined company.

 

As of September 22, 2020 (the “Closing Date”), GGC provided us with valid and accepted audited financial statements, accordingly the transactions contemplated by the Share Exchange Agreement have been satisfied, accordingly the Share Exchange Agreement is closed (“Closing”).

 

The Company filed the Amended Articles of Incorporation effecting the Name Change with the Nevada Secretary of State, effective November 30, 2020. As previously reported, shareholders approved the Name Change and Symbol Change on September 22, 2020 in connection with the Closing of the Share Exchange Agreement between the Company and Guskin Gold Corp.

 

On December 3, 2020, the Financial Industry Regulatory Authority (“FINRA”) announced the effectiveness of a change in the Company’s name from “Inspired Builders, Inc.” to “Guskin Gold Corp.” (the “Name Change”) and a change in the Company’s ticker symbol from “ISRB” to the new trading symbol “GKIN” (the “Symbol Change”). Trading under the new ticker symbol began at market opening December 4, 2020. The Company’s CUSIP also changed to 40330L100.

 

6

 

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JUNE 30, 2021

(Unaudited)

 

Joint venture with AEMG

 

On June 10, 2021, the Board of Directors of the Company ratified entry into a Joint Venture & Partnership Agreement (the “JV Agreement”) with Africa Exploration & Minerals Group Limited, a company incorporated in Ghana (the “AEMG”), dated June 1, 2021, which sets forth the terms and conditions of a joint venture and partnership (the “Partnership”) between AEMG and the Company relating to precious metal, minerals and mining exploration activities in the Country of Ghana. Additionally, AEMG granted to the Company an exclusive option to earn and acquire up to a 50% ownership interest in certain project, properties and concession located in the Country of Ghana in which AEMG has an interest (the “Ghana Option Interest”). The initial project that the Parties shall endeavor to undertake pursuant to the Partnership is approximately 1 square km or 247 acres of land, (which is approximately 61.75 Ghana acers) of the Shewn Edged Pink Concession (the “Concession”). The Parties intend this to be an unincorporated contractual joint venture in respect of the exploration, development, exploitation and operation of the Concession. Each additional project relating to the Ghana Option Interest, and agreed to be made part of, and undertaken by the Partnership, shall be governed by individual “Operating Agreements” setting forth the terms and conditions relating to each project specifically.

 

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

 

The Company has formed a wholly owned subsidiary incorporated in Ghana and duly authorized to conduct business in precious metals and in mining activities in Ghana named Guskin Gold Ghana #1 Limited. All operations relating to the Concession will be undertaken by Guskin Gold Ghana #1 Limited. The Company has indirect ownership of one hundred percent of the issued and outstanding membership interests of Guskin Gold Ghana #1 Limited.

 

As consideration for the Partnership and the Ghana Option Interest, the Company shall advance to AEMG, or other parties as directed by AEMG, and as mutually agreed to by the Parties, a financing (“Financing”) in the aggregate of Five Hundred Thousand ($500,000) dollars, to be remitted in accordance with 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 yet to be determined upon achieving certain milestones. Such Shares shall be earned and issued based on reaching and completion of certain milestones, which are fully set forth in the JV Agreement and Operating Agreement.

 

The Company and AEMG, agreed to a Due Diligence Period of forty-five (45) days from the date of execution of JV Agreement for the Parties to conduct relevant due diligence relating to each Party and the Concessions. To this end Company management has traveled to Ghana to perform physical inspection of the Concession and other relevant due diligence. As per the terms and conditions of the Operating Agreement, it will Close automatically without any action from either Party upon the expiration of the Due Diligence Period, unless a Party hereto notifies the other, in writing, that they do not intend to Close the Operating Agreement and move forward with the transactions outlined therein. There are no proven mineral reserves on the Shewn Edged Pink Concession as of June 30, 2021.

 

Note 2 – Summary of significant accounting policies

 

Basis of Presentation

 

The Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for the three and nine months ended June 30, 2021 and cash flows for the nine months ended June 30, 2021 and our financial position at June 30, 2021 have been made. The Company’s results of operations for the three and nine months ended June 30, 2021 are not necessarily indicative of the operating results to be expected for the full fiscal year ending September 30, 2021.

 

7

 

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JUNE 30, 2021

(Unaudited)

 

Certain information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have been condensed or omitted from the Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended September 30, 2020. The September 30, 2020 balance sheet is derived from those statements.

 

Principles of Consolidation

 

The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company, GGC and Guskin Gold Ghana #1 Limited (from June 2, 2021, inception date), its wholly owned subsidiaries. All intercompany accounts, balances and transactions have been eliminated in the consolidation.

 

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 three months or less to be cash and cash equivalents.

 

Earnings (Loss) per Share

 

In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. As of June 30, 2021 and 2020, the Company had 4,500,000 shares and 0 share of common stock issuable upon conversion of convertible notes which are excluded from loss per share calculation as their effect are anti-dilutive.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

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 June 30, 2021.

 

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

 

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).

 

8

 

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JUNE 30, 2021

(Unaudited)

 

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

 

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable, accrued liabilities, convertible notes, loans payable, and notes payable. Fair values were assumed to approximate carrying values for these financial instruments due to their short-term maturities.

 

We account for derivative liability at fair value on a recurring basis under level 3 at June 30, 2021 (see Note 8).

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.

 

Derivative Instrument Liability

 

The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the types of relationships designated are based on the exposures hedged. At June 30, 2021 and September 30, 2020, the Company had a derivative liability of $8,415,006 and $ $2,125,113, respectively.

 

Impairment of Long-lived Assets

 

We review and evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated undiscounted pretax future cash flows are less than the carrying amount of the asset. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of future cash flows from other asset groups. An impairment loss is measured by discounted estimated future cash flows, and recorded by reducing the asset's carrying amount to fair value. Future cash flows are estimated based on estimated quantities of recoverable minerals, expected gold prices (considering current and historical prices, trends and related factors), production levels, operating costs, capital requirements and reclamation costs, all based on life-of-mine plans.

 

Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization other than proven and probable reserves are included when determining the fair value of mine site asset groups at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of gold, silver, lead and zinc that will be obtained after taking into account losses during ore processing and treatment. Estimates of recoverable minerals from exploration stage mineral interests are risk adjusted based on management’s relative confidence in such materials. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those risk factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material could ultimately be mined economically. Assets classified as exploration potential have the highest level of risk that the carrying value of the asset can be ultimately realized, due to the still lower level of geological confidence and economic modeling.

 

Gold prices are volatile and affected by many factors beyond the Company’s control, including prevailing interest rates and returns on other asset classes, expectations regarding inflation, speculation, currency values, governmental decisions regarding precious metals stockpiles, global and regional demand and production, political and economic conditions and other factors may affect the key assumptions used in the Company’s impairment testing. Various factors could impact our ability to achieve forecasted production levels from proven and probable reserves. Additionally, production, capital and reclamation costs could differ from the assumptions used in the cash flow models used to assess impairment. Actual results may vary from the Company’s estimates and result in additional impairment charges.

 

9

 

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JUNE 30, 2021

(Unaudited)

 

Recent Accounting Pronouncements

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The FASB's amendments primarily impact ASC 740, Income Taxes, and may impact both interim and annual reporting periods. ASU 2019-12 will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2019-12.

 

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

 

Note 3 - Going Concern

 

As reflected in the accompanying condensed consolidated financial statements, the Company has a net loss of $10,286,903 for the nine months ended June 30, 2021. In addition, the Company has an accumulated deficit of $10,358,053 and a working capital deficit of $8,689,452 as of June 30, 2021.

 

The accompanying consolidated financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not 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 4 – Investment in mineral rights

 

On June 10, 2021, the Board of Directors of the Company ratified entry into a Joint Venture & Partnership Agreement (the “JV Agreement”) with Africa Exploration & Minerals Group Limited, a company incorporated in Ghana (the “AEMG”), dated June 1, 2021, Additionally, AEMG granted to the Company an exclusive option to earn and acquire up to a 50% ownership interest in certain project, properties and concession located in the Country of Ghana in which AEMG has an interest (the “Ghana Option Interest”). The initial project that the Parties shall endeavor to undertake pursuant to the Partnership is 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 June 30, 2021.

 

10

 

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JUNE 30, 2021

(Unaudited)

 

Note 5 – Loans Payable - Related Party and Related Party Transactions

 

On June 1, 2020, the Company entered into a loan agreement with Naana Asante, our Chief Executive Officer, in the amount of $1,630 for expenses paid for on behalf of the Company. From June 2020 through September 2020, the Company received an additional $4,854 from our Chief Executive Officer for expenses paid on behalf of the Company. The unsecured loan mature on June 1, 2021 and bears an interest rate of 2.5%. During the nine months ended June 30, 2021, the Company repaid $3,097 of the loan. As of June 30, 2021 a total of $3,387 remains outstanding. This loan is currently in default.

 

During the nine months ended June 30, 2021, the Company received additional loans totaled to $105,064 from our Chief Executive Officer. These loans mature on February 5, 2022, February 22, 2022, March 26, 2022, April 10, 2022 and May 19, 2022. As of June 30, 2021 a total of $105,064 remains outstanding. As of June 30, 2021, the accrued interests totaled to $825 on the loans outstanding due to our Chief Executive Officer.

 

On June 1, 2020, the Company entered into a loan agreement with an entity controlled by a shareholder in the amount of $3,500 for expenses paid for on behalf of the Company. On June 26, 2020, the Company received an additional $5,910 for expenses paid on behalf of the Company. The unsecured loans mature one year from the date of the loan and bears an interest rate of 2.5%. This loan is currently in default. As of June 30, 2021, the accrued interest was $255.

 

On September 22, 2020, the Company assumed, as part of the reverse merger and share exchange agreement a related party loan payable dated April 30, 2020, owed to U Green Enterprise, a Ghana corporation controlled by our member of Board of Directors. As of June 30, 2021, the Company had a loan payable of $14,496 owed to U Green Enterprises. The loan payable is non-interest bearing and due on demand.

 

On January 4, 2021, the Company entered into a loan agreement in the amount of $17,000 from a related third party. The loan is unsecured and bears an interest rate of 2.5% and is payable one year from the date of signing. As of June 30, 2021, the accrued interest was $204.

 

Note 6 – Note payable

 

On September 22, 2020, the Company entered into a loan agreement with a third party in the amount of $7,500 for expenses paid for on behalf of the Company. This unsecured loan matures one year from the date of the loan and bears an interest rate of 2.5%.

 

As of June 30, 2021, $7,500 of note payable remains outstanding. As of June 30, 2021, the accrued interest was $145.

 

Note 7 – Convertible notes

 

On September 22, 2020, the Company assumed a convertible note offering of up to $3,000,000 under regulation S as part of the reverse merger with Inspired Builders, Inc. The note offering calls for a minimum investment of $10,000. The note bears an interest rate equal to 10% per annum and matures after one year from the date of subscription. The note is convertible at the rate equivalent to the lessor of $0.01 per share or a 20% discount to market based upon the 10-day Volume Weighted Average Price (VWAP) prior to Maturity. The Company intends to regularly issue notes payable which are convertible at a discount of the trading price of the Company’s common stock. Due to these provisions, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging. The company assumed seven convertible note subscriptions totaling $125,000 with unrelated parties. The convertible notes have an original issuance cost of $7,360, and a debt discount of $117,640 for the fair value of the embedded conversion feature on issuance dates.

 

On April 16, 2021 the holder of the note in the amount of $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.

 

11

 

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JUNE 30, 2021

(Unaudited)

 

On April 19, 2021 the holder of the note in the amount of $25,000 converted all of its note into 2,500,000 shares of common stock valued at $450,000 or $0.18 per share and the unamortized discount at the date of conversion of $5,554 was expensed to interest expense.

 

Amortization of debt discount for the nine months ended June 30, 2021 totaled to $70,765. As of June 30, 2021, accrued interest on these notes totaled to $14,056.

 

Carrying value of Convertible Notes as of June 30, 2021 (Unaudited)  $45,000
Less: debt discount   
-
Carrying value of Convertible Notes, net as of June 30, 2021 (Unaudited)  $45,000

 

Note 8 – Derivative liability

 

The Company has determined that the variable conversion prices under its convertible notes caused the embedded conversion feature to be a financial derivative. The derivative instruments were valued at loan origination date, date of debt conversion and at June 30, 2021. The fair values of the derivative liabilities related to the conversion options of these notes was estimated on the transaction dates (loan original date and reporting date) using the Black Scholes option pricing model, under the following assumptions:

 

   June 30, 
   2021
(Unaudited)
 
Shares of common stock issuable upon exercise of debt   4,500,000 
Estimated market value of common stock on measurement date  $1.88 
Exercise price  $0.01 
Risk free interest rate (1)   0.01%
Expected dividend yield (2)   0.00%
Expected volatility (3)   50.5165%
Expected exercise term in years (4)   0.09 - 0.2 

 

(1) The risk –free interest rate was determined by management using the one-month Treasury bill yield as of the valuation dates.
(2) The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.
(3) The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have sufficient trade history to determine our historical volatility.
(4) The exercise term is the remaining contractual term of the convertible instrument at the valuation date.

 

The change in fair values of the derivative liabilities related to the Convertible Notes for the nine months ended June 30, 2021 is summarized as:

 

   Fair value at
June 30,
   Quoted
market prices
for identical
assets/liabilities
   Significant
other observable inputs
   Significant
unobservable
inputs
 
   2021 (Unaudited)   (Level 1)   (Level 2)   (Level 3) 
Derivative Liability  $8,415,006   $
 -
   $
 -
   $8,415,006 

 

12

 

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JUNE 30, 2021

(Unaudited)

 

   Derivative
Liability
 
Derivative liability as of September 30, 2020  $2,125,113 
Change in fair value of derivative liability   7,649,893 
Derivative liability extinguished upon conversion of convertible notes   (1,360,000)
Derivative liability as of June 30, 2021 (Unaudited)  $8,415,006 

 

   Change in
Fair Value of
Derivative Liability**
 
Change in fair value of derivative liability at the beginning of period  $
-
 
Day one gains/(losses) on valuation   
-
 
Gains/(losses) from the change in fair value of derivative liability   8,415,006 
Change in fair value of derivative liability at the end of the period  $8,415,006 

 

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

 

Note 9 – Concentration of Credit Risk

 

The Company relies heavily on the support of its president, majority shareholder and unrelated third parties. A withdrawal of this support, for any reason, will have a material adverse effect on the Company’s financial position and its operations.

 

Note 10 – Commitment and Contingencies

 

In March 2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest of the world with different geographical locations impacted more than others. The outbreak of COVID-19 and public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have had a minimal impact on our day to day operations. However, the appearance of new variants such as Delta, and uncertainty regarding vaccine policies and travel restrictions could impact our business. The extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19. The Company is unable to predict the ultimate impact at this time.

 

On June 1, 2020, (the “commencement date”) the Company entered into a consulting agreement with Dr. Kweku Ainuson to provide consulting services on as needed basis. The consultant shall be responsible for advising the Chief Executive Officer, President, Chief Geologist, and Chairman of the Board of Directors on all legal matters of the Company. In addition, the consultant is to provide legal advice on areas including but not limited to business contracts or any other legal documentation that requires legal expertise; assisting in the management of internal and external legal resources; reading and reviewing legal documents that the Client receives and making sure that they are properly drafted and any other legal services. As compensation for the services provided by Consultant, the Consultant should vest 50,000 shares common shares valued at $0.001 every quarter for total compensation value of 200,000 shares. In addition, every 90 days, from the commencement date, the Company shall pay the consultant $5,000 plus additional fees per quarter.

 

On August 31, 2020, (the “commencement date”) the Company entered into a three-month term consulting agreement with a consultant to provide consulting services on as needed basis. The consultant shall be responsible to perform business development and general consulting services on a non -exclusive basis for and on behalf of the Client in relation to business development, developing and creating operation documents, and will consult with and advise, as necessary and requested, The Client on matters pertaining to its general business operations. As compensation for the services provided by Consultant, the company shall pay the consultant $7,500 in month one, $2,500 in month two and $2,500 in month three. On December 15, 2020, the Company amended the consulting contract for an additional six months from the amendment date. As compensation for the services provided, the Company shall pay the consultant $2,500 per month.

 

13

 

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JUNE 30, 2021

(Unaudited)

 

On January 12, 2021, the Company, entered into a Consulting Agreement with Edward Somuah, (“Mr. Somuah”) an individual, to memorialize and formalize Mr. Somuah’s commitment and services to the Company. Mr. Somuah is currently a member of the Company’s Board of Directors, the Chief Financial Officer, and Secretary, and shall continue on a full-time basis under this Agreement. Mr. Somuah’s leadership role entails being responsible for day-to-day management decisions and for implementing the Company’s long- and short-term plans, including, but not limited to, Business Development and creation of long-term value for the Company’s organization from customers, markets and relationships; advising and consulting on potential growth opportunities for presentation to management and or to fellow Board of Directors as well as the subsequent support and monitoring of project-by-project implementation; consult and lend experience on potential properties/projects, marketing, financial and or management services, investment banking, mergers and acquisitions, legal, strategic human resources, and or management consulting and other matters from time to time as required for the execution of the Company’s exploration and mining business (collectively, the “Services”). the Company shall pay Mr. Somuah a monthly salary in the total amount $4,500 per month on a ongoing basis. In addition, the Company issued 13,000,000 restricted common shares valued at $2,340,000 to Mr. Somuah in recognition of his services. On July 13, 2021, Edward Somuah, the Company’s current Chief Financial Officer (“CFO”), resigned from his position as CFO and Treasurer. Upon resignment, Mr. Somuah will no longer receive a monthly salary of $4,500 per month. See Note 12.

 

On June 10, 2021, the Board of Directors of the Company ratified entry into a Joint Venture & Partnership Agreement (the “JV Agreement”) with Africa Exploration & Minerals Group Limited, a company incorporated in Ghana (the “AEMG”), dated June 1, 2021, which sets forth the terms and conditions of a joint venture and partnership (the “Partnership”) between AEMG and the Company relating to precious metal, minerals and mining exploration activities in the Country of Ghana. Additionally, AEMG granted to the Company an exclusive option to earn and acquire up to a 50% ownership interest in certain project, properties and concession located in the Country of Ghana in which AEMG has an interest (the “Ghana Option Interest”). The initial project that the Parties shall endeavor to undertake pursuant to the Partnership is approximately 1 square km or 247 acres of land, (which is approximately 61.75 Ghana acers) of the Shewn Edged Pink Concession (the “Concession”). The Parties intend this to be an unincorporated contractual joint venture in respect of the exploration, development, exploitation and operation of the Concession. Each additional project relating to the Ghana Option Interest, and agreed to be made part of, and undertaken by the Partnership, shall be governed by individual “Operating Agreements” setting forth the terms and conditions relating to each project specifically.

 

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

 

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

 

As consideration for the Partnership and the Ghana Option Interest, the Company shall advance to AEMG, or other parties as directed by AEMG, and as mutually agreed to by the Parties, a financing (“Financing”) in the aggregate of Five Hundred Thousand ($500,000) dollars, to be remitted in accordance with a work program and budget. Such funds advanced as part of the Financing shall not be considered a capital contribution relating to the operations of the Partnership but shall be a debt due from the operations of the Partnership to the Company which shall be repaid from proceeds derived from operations, or upon the dissolution and liquidation of the operation. Additionally, the Company shall issue an aggregate 2,000,000 restricted common shares the Company’s common stock, at a per share valuation to be determined based on separate performance obligations (the “Shares”). Such Shares shall be earned and issued based on reaching and completion of certain milestones, which are fully set forth in the JV Agreement and Operating Agreement. In accordance with the JV Agreement, AEMG is entitled to receive approximately 250,000 shares of restricted common stock as of the date of the Partnership agreement. As June 30, 2021, 250,000 shares of restricted common stock valued at $0.0217 per share for a total fair value of $5,426 were issued to AEMG.

 

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

 

14

 

 

GUSKIN GOLD CORP. AND SUBSIDIARIES

FKA INSPIRED BUILDERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JUNE 30, 2021

(Unaudited)

 

Note 11 – Common stock

 

On January 11, 2021, the Company issued 13,000,000 shares of restricted common stock for services valued at $2,340,000 to Edward Somuah as compensation for services rendered.

 

On April 16, 2021 the holder of the note in the amount of $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 2,500,000 shares of common stock valued at $450,000 or $0.18 per share and the unamortized discount at the date of conversion of $5,554 was expensed to interest expense.

 

On June 10, 2021, in accordance with the 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.

 

As of June 30, 2021, a total of 50,461,265 shares of common stock with par value $0.001 remain outstanding.

 

During the three and nine months ended June 30, 2021, the Company received in kind services from the Chief Executive Officer for time spent. The Company recorded in kind service contributions valued at $15,000 and $35,000, respectively. This is recorded in additional paid in capital. 

 

Note 12 – Subsequent Events

 

On July 13, 2021, Edward Somuah, the Company’s Chief Financial Officer (“CFO”), resigned from his position as CFO and Treasurer, and concurrently. Mr. Mario Beckles, age 47, was appointed as the Company’s new CFO and Treasurer. Mr. Somuah shall remain as the Company’s current President, Secretary, and as a member of the Company’s Board of Directors. Upon resignment, Mr. Somuah will no longer receive a monthly salary of $4,500 per month.

 

During the period from July 1, 2021 to September 30, 2021, the Company received funds from an unrelated third party in the amount of $110,000 in exchange for 440,000 shares of common stock. The Company advanced $67,000 of these funds to AEMG under the JV agreement (see Note 10).

 

15

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Business Development

 

This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company for the nine months ended June 30, 2021. 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.

 

On December 3, 2020, the Financial Industry Regulatory Authority (“FINRA”) announced the effectiveness of a change in the Company’s name from “Inspired Builders, Inc.” to “Guskin Gold Corp.” (the “Name Change”) and a change in the Company’s ticker symbol from “ISRB” to the new trading symbol “GKIN” (the “Symbol Change”). Trading under the new ticker symbol began at market opening December 4, 2020. The Company’s CUSIP also changed to 40330L100.

 

As a result of 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.

 

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 three months ended June 30, 2021 and for the period from May 28, 2020(inception) to June 30, 2020

 

For the three months ended June 31, 2021 and 2020, we incurred operating expenses of $73,350 and $39,800, respectively. The increase in operating expenses during the three months ended June 30, 2021 as compared to the comparable period ended June 30, 2020 is primarily attributable to an increase in audit, legal and accounting fees during the three months ended June 30, 2021.

 

16

 

 

Net Loss

 

For the three months ended June 30, 2021, we incurred a net loss of $7,743,479 as compared to a net loss of $39,826 during the comparable period ended June 30, 2020. This is attributable to an increase in the value of the derivative liability of $7,650,004 during the three months ended June 30, 2021.

 

For the nine months ended June 30, 2021 and for the period from May 28, 2020(inception) to June 30, 2020

 

For the nine months ended June 30, 2021, we incurred operating expenses of $2,547,159 as compared to $39,800. The operating expenses consisted of stock-based compensation in the amount of $2,340,000 paid to our former Chief Financial Officer, professional fees of $127,598, and $79,561 general and administrative fees.

 

Net Loss

 

For the nine months ended June 30, 2021, we incurred a net loss of $10,286,903 as compared to $39,826. This is attributable to an interest expense of $89,851, stock-based compensation in the amount of $2,340,000 paid to our former Chief Financial Officer as well as an increase in the value of the derivative liability of $7,649,843.

 

Liquidity and Capital Resources

 

As of June 30, 2021, we have $1,276 in current assets and $8,690,728, in current liabilities. We had $1,276 in cash and our working capital deficit was $8,689,452.

 

Cash Flows:

 

   For the
Nine Months
Ended
June 30,
2021
   For the
period from
May 28, 2020
(inception)
to
June 30,
2020
 
   (Unaudited)     
Cash Flows Used in Operating Activities  $(131,458)  $(15,540)
Cash Flows Used in Investing Activities   -    - 
Cash Flows Provided by Financing Activities   118,967    15,540 
Net change in cash  $(12,491)  $- 

 

The Company has not had revenues since its inception and to date, has relied on the support of its Chief Executive Officer and majority shareholder. A withdrawal of this support, for any reason, will have a material adverse effect on the Company’s financial position and its operations. If the Company does not begin to generate revenue or raise additional funds through a financing, the Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. There are currently no plans or agreements in place to provide such funding. The Company will require additional funding to finance the growth of its future operations as well as to achieve its strategic objectives. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and generate revenue. Our unaudited condensed consolidated financial statements have been prepared on the basis that we will continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Our independent registered public accounting firm has included its audit report to the audited financial statements for the year ended September 30, 2020 stating substantial doubt about our ability to continue as a going concern.

 

The COVID-19 pandemic could have an impact on 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 did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

 

17

 

 

Contractual Obligations and Commitments

 

We did not have any contractual obligations.

 

Critical Accounting Policies

 

Our significant accounting policies are described in the notes to our condensed consolidated financial statements for the nine months ended June 30, 2021, and are included elsewhere in this report.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and the Company’s Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of June 30, 2021. Based upon that evaluation, the Company’s CEO concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2021 due to the Company’s limited internal resources and lack of ability to have segregation of duties and multiple levels of transaction review.

 

Management is in the process of determining how best to change our current system and implement a more effective system to insure that information required to be disclosed in the reports that we file or submit under the Exchange Act have been recorded, processed, summarized and reported accurately. Our management intends to develop procedures to address the current deficiencies to the extent possible given limitations in financial and manpower resources. While management is working on a plan, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

18

 

 

PART II

 

ITEM 1. LEGAL PROCEEDINGS

 

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.  The Company’s property is not the subject of any pending legal proceedings.

 

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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

19

 

 

Item 6. 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
     
10.3   Joint Venture Agreement by and between Guskin Gold Corp. and Africa Exploration & Minerals Group Limited dated June 1, 2021.
     
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 Taxonomy Extension Schema Document
     
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104*   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

(1)Previously Filed

 

(2)Filed Herewith

 

*Filed Herewith.

 

20

 

 

SIGNATURE

 

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: October 5, 2021 By: /s/ Naana Asante
  Name:  Naana Asante  
  Title: Chief (Principal)
Executive Officer
   
Date: October 5, 2021 By: /s/ Mario Beckles  
  Name: Mario Beckles
  Title: Chief Financial Officer
(Principal Accounting Officer)

 

 

21

 

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EX-31.1 2 f10q0621ex31-1_guskingold.htm CERTIFICATION

Exhibit 31.1

 

CERTIFICATION

 

I, Naana Asante, certify that:

 

1.I have reviewed this Quarterly Report on Form 10-Q of GUSKIN GOLD CORP.. for the quarter ended June 30, 2021;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which this report is being prepared;

 

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 5, 2021 /s/ Naana Asante
  Naana Asante
  Chief Executive Officer (principal executive officer)

 

EX-31.2 3 f10q0621ex31-2_guskingold.htm CERTIFICATION

Exhibit 31.2

 

CERTIFICATION

 

I, Mario Beckles, certify that:

 

1.I have reviewed this Quarterly Report on Form 10-Q of GUSKIN GOLD CORP.. for the quarter ended June 30, 2021;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which this report is being prepared;

 

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 5, 2021 /s/ Mario Beckles
  Mario Beckles
  Chief Financial Officer (principal financial and accounting officer)

 

EX-32.1 4 f10q0621ex32-1_guskingold.htm CERTIFICATION

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

 

18 U.S.C. SECTION 1350,

 

AS ADOPTED PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of GUSKIN GOLD CORP.. (the “Company”) on Form 10-Q for the quarter ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Naana Asante, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

Date: October 5, 2021 /s/ Naana Asante
  Naana Asante
  Chief Executive Officer ( principal executive officer)

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

EX-32.2 5 f10q0621ex32-2_guskingold.htm CERTIFICATION

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

 

18 U.S.C. SECTION 1350,

 

AS ADOPTED PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of GUSKIN GOLD CORP.. (the “Company”) on Form 10-Q for the quarter ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mario Beckles, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

Date: October 5, 2021 /s/ Mario Beckles
  Mario Beckles
  Chief Financial Officer (principal financial and accounting officer)

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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