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    GKIN   US40330L1008

GUSKIN GOLD CORP.

(GKIN)
Delayed OTC Markets  -  03:15 2022-07-01 pm EDT
3.010 USD   +26.47%
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GUSKIN GOLD CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

05/16/2022 | 12:25pm EDT

Business Development

This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company for the three months ended March 31, 2022. The discussion and analysis that follows should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company's control. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report.



Overview


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

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

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

The Company's fiscal year end is September 30.

In March 2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest of the world with different geographical locations impacted more than others. The outbreak of COVID-19 and public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have had a minimal impact on our day to day operations. However, this could impact our 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.




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



Results of Operations


For the three months ended March 31, 2022 and 2021

For the three months ended March 31, 2022 and 2021, we incurred operating expenses of $253,257 and $2,433,806, respectively. The decrease in operating expenses during the three months ended March 31, 2022 as compared to the comparable period ended March 31, 2021 is primarily attributable to the decrease in of stock based compensation of $2,340,000 during the three months ended March 31, 2022.




Net Loss



For the three months ended March 31, 2022, we incurred net income of $1,109,684 as compared to a net loss of $2,468,185 during the comparable period ended March 31, 2021. This is attributable to an increase in the value of the derivative liability of $1,383,593 during the three months ended March 31, 2022.

For the six months ended March 31, 2022 and 2021

For the six months ended March 31, 2022 and 2021, we incurred operating expenses of $475,215 and $2,473,809, respectively. The decrease in operating expenses during the six months ended March 31, 2022 as compared to the comparable period ended March 31, 2021 is primarily attributable to the decrease in of stock based compensation of $2,340,000 during the six months ended March 31, 2022.



Net Loss


For the six months ended March 31, 2022, we incurred net income of $3,977,263 as compared to a net loss of $2,543,424 during the comparable period ended March 31, 2021. This is attributable to an increase in the value of the derivative liability of $4,468,467 during the six months ended March 31, 2022.

Liquidity and Capital Resources




As of March 31, 2022, we have $38,185 in current assets and $7,635,038, in
current liabilities. We had $33,105 in cash and our working capital deficit was
$7,596,852.




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Cash Flows:



                                               For the Six       For the Six
                                                 Months             Months
                                                  Ended             Ended
                                                March 31,         March 31,
                                                  2022              2021
                                               (Unaudited)

Cash Flows Used in Operating Activities $ (286,901 ) $ (169,191 ) Cash Flows Used in Investing Activities

                   -           (67,500 )
Cash Flows Provided by Financing Activities         313,963           228,966
Net change in cash                            $      27,062     $      (7,725 )



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, 2021 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.

Contractual Obligations and Commitments

On June 1, 2020, (the "commencement date") the Company entered into a consulting agreement with Dr. Kweku Ainuson to provide consulting services on as needed basis. The consultant shall be responsible for advising the Chief Executive Officer, President, Chief Geologist, and Chairman of the Board of Directors on all legal matters of the Company. In addition, the consultant is to provide legal advice on areas including but not limited to business contracts or any other legal documentation that requires legal expertise; assisting in the management of internal and external legal resources; reading and reviewing legal documents that the Client receives and making sure that they are properly drafted and any other legal services. As compensation for the services provided by Consultant, the Consultant should vest 50,000 shares common shares valued at $0.001 every quarter for total compensation value of 200,000 shares. In addition, every 90 days, from the commencement date, the company shall pay the consultant $5,000 plus additional fees per quarter. During the fiscal year ended September 30, 2021, a total of $15,000 in cash has been paid to Mr. Anuison. As of September 30, 2021, a total of $5,000 in cash compensation and 200,000 shares valued at $253,500 in stock-based compensation is owed to Mr. Anuison.

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




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On January 12, 2021, the Company, entered into a Consulting Agreement with Edward Somuah, ("Mr. Somuah") an individual, to memorialize and formalize Mr. Somuah's commitment and services to the Company. Mr. Somuah was a member of the Company's Board of Directors, the Chief Financial Officer ("CFO"), and Secretary. The Company paid Mr. Somuah a monthly salary in the total amount $4,500 per month. Additionally, on January 11, 2021, the Company issued 13,000,000 shares of restricted common stock for services valued at $2,340,000 to Edward Somuah as compensation for services rendered. On July 13, 2021, Edward Somuah, the Company's current Chief Financial Officer ("CFO"), resigned from his position as CFO and Treasurer. Upon his resignation, Mr. Somuah will no longer receive a monthly salary of $4,500 per month.

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

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

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

In the beginning of November 2021, Company management, while visiting our operations in Ghana, noticed various accounting discrepancies and expenses irregularities relating to AEMG's activities at the Concession. Additionally, during this time the Company was informed that, on information and belief, AEMG was not the rightful owner of the Concession and in fact had no legal right to enter the Partnership with the Company. Thereafter, the Company met with AEMG on several occasions seeking to resolve these matters in a manner that would be mutually agreeable to both parties. All attempts, as of the date of this report, to resolve the dispute amicably have been unsuccessful. The Company has retained Ghanaian counsel to represent and protect its interests relating to the disputed funds and our ongoing operation in Ghana. Also, on advice of counsel, the Company has turned all evidence of the foregoing over to the proper authorities and currently the matter is under review by the lead prosecutors in Accra, Ghana.




Critical Accounting Policies



Our significant accounting policies are described in the notes to our condensed consolidated financial statements for the three months ended March 31, 2022, and are included elsewhere in this report.




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Financials (USD)
Sales 2021 - - -
Net income 2021 -13,4 M - -
Net Debt 2021 0,20 M - -
P/E ratio 2021 -7,72x
Yield 2021 -
Capitalization 114 M 114 M -
EV / Sales 2020 -
EV / Sales 2021 -
Nbr of Employees -
Free-Float 41,7%
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Managers and Directors
Naana Kwakye Asante President, CEO, Secretary & Director
Mario Antone Beckles Chief Financial Officer & Treasurer
Samuel Andrews Director & General Counsel
Owusu Sekyere Boateng Head-Mine Operations & Engineering
Owusu Isaac Kwabena Geologist
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