The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2021
(Unaudited)
Note 1 – Organization and Overview
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.
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 six months ended March 31, 2021 and cash flows for the six months ended
March 31, 2021 and our financial position at March 31, 2021 have been made. The Company’s results of operations for the three and
six months ended March 31, 2021 are not necessarily indicative of the operating results to be expected for the full fiscal year ending
September 30, 2021.
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
and GGC, its wholly owned subsidiary. 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 March 31, 2021, the Company had 12,500,000 shares 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 March 31, 2021 and September 30, 2020.
Authoritative literature provides a fair value
hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring
fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that
is significant to the fair value measurement as follows:
Level 1 - Quoted market prices available in active
markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 - Inputs include quoted prices for similar
assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active,
inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs
that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs that reflect our
assumptions about the assumptions that market participants would use in pricing the asset or liability.
The respective carrying values of certain on-balance-sheet
financial instruments approximate their fair values. These financial instruments include cash, accounts payable, accrued liabilities,
convertible notes, loans payable, and notes payable. Fair values were assumed to approximate carrying values for these financial instruments
due to their short-term maturities.
We account for derivative liability at fair value
on a recurring basis under level 3 at March 31, 2021 and September 30, 2020 (see Note 7).
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 March 31, 2021 and September 30, 2020, the Company had a derivative liability of $2,125,002 and $2,125,113, respectively.
Recent Accounting Pronouncements
Recent accounting pronouncements issued
by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or
in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements.
Note 3 – Going Concern
As reflected in the accompanying condensed consolidated
financial statements, the Company has a net loss of $2,543,424 for the six months ended March 31, 2021. In addition, the Company has an
accumulated deficit of $2,614,574 and a working capital deficit of $2,400,973 as of March 31, 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 – Loans Payable - Related Party
and Related Party Transactions
On June 1, 2020, the Company entered into a loan
agreement with Naana Asante, our Chief Executive Officer, in the amount of $1,630 for expenses paid for on behalf of the company. On June
18, 2020, the Company received an additional $4,500 from Naana Asante for expenses paid on behalf of the Company. The unsecured loans
mature on June 1, 2021 and bears an interest rate of 2.5%. During the six months ended March 31, 2021, the Company repaid $3,097 of this
loan.
On February 5, 2021, the Company entered into
a loan agreement with Naana Asante, our Chief Executive Officer, in the amount of $17,000 for expenses paid for on behalf of the company.
The unsecured loan bears an interest rate of 2.5% and is payable one year from the date of signing.
On February 22, 2021, the Company entered into
a loan agreement with Naana Asante, our Chief Executive Officer, in the amount of $12,500 for expenses paid for on behalf of the company.
The unsecured loan bears an interest rate of 2.5% and is payable one year from the date of signing.
During the period from May 28, 2020 (inception)
to September 30, 2020, the Company received $354 of payments toward company related expenses, which were paid on its behalf by Naana Asante,
the Chief Executive Officer. During the six months ended March 31, 2021, the Company received an additional $2,264 of payments toward
company related expenses, which were paid on its behalf by Naana Asante, the Chief Executive Officer. The loan is non-interest bearing
and due on demand. As of March 31, 2021, the loan balance outstanding is $2,618.
As of March 31, 2021, the total loans outstanding
due to Naana Asante, our Chief Executive Officer is $35,151 and accrued interest balance is $238.
On June 1, 2020, the Company entered into a loan
agreement with an entity controlled by a shareholder in the amount of $3,500 for expenses paid for on behalf of the Company. On June 26,
2020, the Company received an additional $5,910 for expenses paid on behalf of the Company. The unsecured loans mature one year from the
date of the loan and bears an interest rate of 2.5%. As of March 31, 2021, the accrued interest was $196.
On September 22, 2020, the Company assumed, as
part of the reverse merger and share exchange agreement a related party loan payable dated April 30, 2020, owed to U Green Enterprise,
a Ghana corporation controlled by our Chief Financial Officer. As of March 31, 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 with an entity controlled by a shareholder in the amount of $17,000. The loan is unsecured and bears an interest rate of
2.5% and is payable one year from the date of signing. As of March 31, 2021, the accrued interest was $98.
Note 5 – 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 March 31, 2021, $7,500 of note payable remains
outstanding. As of March 31, 2021, the accrued interest was $98.
Note 6 – Convertible notes
On September 22, 2020, the Company assumed a convertible
note offering of up to $3,000,000 under regulation S as part of the reverse merger with Inspired Builders, Inc. The note offering calls
for a minimum investment of $10,000. The note bears an interest rate equal to 10% per annum and matures after one year from the date of
subscription. The note is convertible at the rate equivalent to the lessor of $0.01 per share or a 20% discount to market based upon the
10-day Volume Weighted Average Price (VWAP) prior to Maturity. The Company intends to regularly issues notes payable which are convertible
at a discount of the trading price of the Company’s common stock. Due to these provisions, the embedded conversion option qualified
for derivative accounting under ASC 815-15, Derivatives and Hedging. 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. Amortization of debt discount for the six months ended March
31, 2021 totaled to $63,195. As of March 31, 2021, accrued interest on these notes totaled to $10,896.
|
Carrying value of Convertible Notes as of March 31, 2021 (Unaudited)
|
|
$
|
125,000
|
|
|
Less: debt discount
|
|
|
(16,041
|
)
|
|
Carrying value of Convertible Notes, net as of March 31, 2021 (Unaudited)
|
|
$
|
108,959
|
|
Note 7 – 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 March 31, 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:
|
|
|
March 31,
|
|
|
|
|
2021
(Unaudited)
|
|
|
Shares of common stock issuable upon exercise of debt
|
|
|
12,500,000
|
|
|
Estimated market value of common stock on measurement date
|
|
$
|
0.18
|
|
|
Exercise price
|
|
$
|
0.01
|
|
|
Risk free interest rate (1)
|
|
|
0.01
|
%
|
|
Expected dividend yield (2)
|
|
|
0.00
|
%
|
|
Expected volatility (3)
|
|
|
60.71 – 65
|
%
|
|
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 six months ended March 31, 2021 is summarized as:
|
|
|
Fair value at
March 31,
2021
|
|
|
Quoted
market prices
for identical
assets/liabilities
|
|
|
Significant
other observable inputs
|
|
|
Significant
unobservable
inputs
|
|
|
|
|
(Unaudited)
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Derivative Liability
|
|
$
|
2,125,002
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
2,125,002
|
|
|
|
|
Derivative
Liability
|
|
|
Derivative liability as of September 30, 2020
|
|
$
|
2,125,113
|
|
|
Change in fair value of derivative liability
|
|
|
(111
|
)
|
|
Reclassification to additional paid-in capital for financial instruments that ceased to be a derivative liability
|
|
|
-
|
|
|
Derivative liability as of March 31, 2021 (Unaudited)
|
|
$
|
2,125,002
|
|
|
|
|
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
|
|
|
111
|
|
|
Change in fair value of derivative liability at the end of the period
|
|
$
|
111
|
|
|
|
**
|
The fair value at the remeasurement
date is equal to the carrying value on the balance sheet.
|
Note 8 – 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 9 – Commitment and Contingencies
In March 2020, the World Health Organization categorized
the novel coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest of the world with
different geographical locations impacted more than others. The outbreak of COVID-19 and public and private sector measures to reduce
its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have had
a minimal impact on our day to day operations. However, this could impact our efforts to enter into a business combination as other businesses
have had to adjust, reduce or suspend their operating activities. The extent of the impact will vary depending on the duration and severity
of the economic and operational impacts of COVID-19. The Company is unable to predict the ultimate impact at this time.
On June 1, 2020, (the “commencement date”)
the Company entered into a consulting agreement with Dr. Kweku Ainuson to provide consulting services on as needed basis. The consultant
shall be responsible for advising the Chief Executive Officer, President, Chief Geologist, and Chairman of the Board of Directors on all
legal matters of the Company. In addition, the consultant is to provide legal advice on areas including but not limited to business contracts
or any other legal documentation that requires legal expertise; assisting in the management of internal and external legal resources;
reading and reviewing legal documents that the Client receives and making sure that they are properly drafted and any other legal services.
As compensation for the services provided by Consultant, the Consultant should vest 50,000 shares common shares valued at $0.001 every
quarter for total compensation value of 200,000 shares. In addition, every 90 days, from the commencement date, the Company shall pay
the consultant $5,000 plus additional fees per quarter.
On August 31, 2020, (the “commencement date”)
the Company entered into a three-month term consulting agreement with 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.
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”). This Agreement shall commence on the Effective Date and terminate upon the 2-year anniversary of the Effective
Date of this Agreement. Upon, termination any and all Base Salary accrued and unpaid shall be paid and or converted into restricted shares
of the Company’s common stock, to be calculated at the then current fair market value of the Company common stock. Thereafter, this
Agreement shall be null and void and Consultant shall no longer be entitled to compensation hereunder. Additionally, this Agreement may
be terminated by Consultant upon 30 days prior written notice to the Company. At the time of termination, Consultant agrees to return
all Company property used in performance of the Services, including but not limited to computers, cell phones, keys, reports and other
equipment and documents. Consultant shall reimburse the Company for any Company property lost or damaged in an amount equal to the market
price of such property. 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.
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.
Note 10 – Common stock
On January 11, 2021, the Company issued 13,000,000
shares of common stock for services valued at $2,340,000 to Edward Somuah, a member of the Company’s Board of Directors, the Chief
Financial Officer, and Secretary as compensation for services rendered. The shares are deemed to be fully earned and vested on the issuance date.
During the six month ended March 31, 2021, the
Company received in kind services from the Chief Executive Officer for time spent. The Company recorded in kind service contributions
valued at $20,000. This is recorded in additional paid in capital.
Note 11 – Subsequent Events
On March 26, 2021, the Company entered into a
loan agreement with Naana Asante, our Chief Executive Officer, in the amount of $40,000 for expenses paid for on behalf of the company.
The Company received the fund on April 1, 2021. The unsecured loan bears an interest rate of 2.5% and is payable one year from the date
of signing.
On April 10, 2021, the Company entered into a
loan agreement with Naana Asante, our Chief Executive Officer, in the amount of $10,000 for expenses paid for on behalf of the company.
The Company received the fund on April 14, 2021. The unsecured loan bears an interest rate of 2.5% and is payable one year from the date
of signing.
Subsequent to March 31, 2021, the Company received
notices of conversion from the noteholders of convertible notes payable. On May 7, 2021, the Company approved the issuance of 8,000,000
shares of common stock pursuant to the conversion of $80,000 of its outstanding convertible notes payable to unrelated parties.