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 December 31, 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.
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.
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 December 31, 2022 and 2021
For the three months ended December 31, 2022 and 2021, we incurred operating
expenses of $97,874 and $221,958, respectively. The decrease in operating
expenses during the three months ended December 31, 2022 as compared to the
comparable period ended December 31, 2021 is primarily attributable to an
reduction in stock compensation due to the departure of former executives as
well as no impairment loss occurring during the current quarter. Compared to
both these costs being present during the three months ended December 31, 2021.
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Net Loss
For the three months ended December 31, 2022, we incurred net income of $101,680
as compared to a net income of $2,893,575 during the comparable period ended
December 31, 2021. This is attributable to an decrease in the value of the
derivative liability by $2,778,729 during the three months ended December 31,
2021.
Liquidity and Capital Resources
As of December 31, 2022, we have $73,838 in current assets and $4,752,010, in
current liabilities. We had $58,153 in cash and our working capital deficit was
$4,678,172.
Cash Flows:
For the
For the Three Three Months
Months Ended Ended
December 31, December 31,
2022 2021
(Unaudited)
Cash Flows Used in Operating Activities $ (44,457 ) $ (123,683 )
Cash Flows Used in Investing Activities - -
Cash Flows Provided by Financing Activities 89,900 134,963
Net change in cash $ 45,443 $ 11,280
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, 2022 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.
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On August 31, 2020, (the "commencement date") the Company entered into a
three-month term consulting agreement to provide consulting services on as
needed basis. The consultant shall be responsible to perform business
development and general consulting services on a non -exclusive basis for and on
behalf of the Client in relation to business development, developing and
creating operation documents, and will consult with and advise, as necessary and
requested, The Client on matters pertaining to its general business operations.
As compensation for the services provided by Consultant, the company shall pay
the consultant $7,500 in month one, $2,500 in month two and $2,500 in month
three. On December 15, 2020, the Company amended the consulting contract for an
additional six months from the amendment date. As compensation for the services
provided, the Company shall pay the consultant $2,500 per month.
On January 12, 2021, the Company, entered into a Consulting Agreement with
Edward Somuah, ("Mr. Somuah") an individual, to memorialize and formalize Mr.
Somuah's commitment and services to the Company. Mr. Somuah was a member of the
Company's Board of Directors, the Chief Financial Officer ("CFO"), and
Secretary. The Company paid Mr. Somuah a monthly salary in the total amount
$4,500 per month. Additionally, on January 11, 2021, the Company issued
13,000,000 shares of restricted common stock for services valued at $2,340,000
to Edward Somuah as compensation for services rendered. On July 13, 2021, Edward
Somuah, the Company's current Chief Financial Officer ("CFO"), resigned from his
position as CFO and Treasurer. Upon 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.
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On January 24, 2022, Guskin Gold Corp., by and through a new wholly owned
subsidiary, Guskin Gold Ghana #1 Limited., a company incorporated under the Laws
of the Republic of Ghana (collectively, Guskin Gold Corp. and its subsidiary
Guskin Gold Ghana Ltd. shall be referred to hereinafter as the "Company") and
Danampco Company Ltd., a company incorporated under the Laws of the Republic of
Ghana (the "DCL") entered into a Joint Venture & Partnership Agreement (the "JV
Agreement") which sets forth the terms and conditions of a joint venture and
partnership (the "Partnership") between themselves relating to precious metal,
minerals and mining exploration activities in the Country of Ghana. Per the
Agreement DCL granted the Company an exclusive seventy (70%) percent ownership
interest in that certain project, located in the Country of Ghana in which DCL
has an interest known as the Kukuom Shewn Edged Pink Concession (the "Kukuom
Concession"). The Kukuom Concession covers a total surface area of one-hundred
fifty-six (156) square kilometers and is located between the cities of Goaso and
Bibiani in the Ahafo District of Ghana. The Parties intent this to be an
unincorporated contractual joint venture in respect of the exploration,
development, exploitation, and operation of the Concession. Each additional
project relating to the Ghana Option Interest, and agreed to be made part of,
and undertaken by the Partnership, shall be governed by individual "Operating
Agreements" setting forth the terms and conditions relating to each project
specifically. As consideration for the Partnership, the Company shall provide
all financing ("Financing"), to be remitted in accordance with a work program
and budget, necessary to begin exploration of the Kukuom Concession.
Additionally, the Company shall issue DCL 500,000 restricted common shares the
Company's common stock, at a per share valuation of $1.00 per share, with such
shares shall be issued based on certain milestones, which are fully sent forth
in the JV Agreement and Operating Agreement. The foregoing description of the JV
Agreement and Operating Agreement (as Schedule A to the JV Agreement) do not
purport to be complete and are qualified in their entirety by reference to the
full text of both documents which was filed as Exhibit 10.4 to our Form 10-K
filed January 31, 2022 (the Operating Agreement is Schedule A to the JV
Agreement) and is incorporated herein by reference.
On February 7, 2022, Guskin Gold Corp., enter into that certain Joint Venture &
Partnership Agreement (the "Ensuro JV Agreement") by and through Guskin Gold
Ghana Ltd., a company incorporated under the Laws of the Republic of Ghana, and
the Corporation's wholly owned subsidiary, (collectively, Guskin Gold Corp. and
its subsidiary Guskin Gold Ghana Ltd. shall be referred to hereinafter as the
"Company") with Ensuro Group of Companies Limited, a company incorporated under
the Laws of the Republic of Ghana (the "Ensuro"). The Ensuro JV Agreement sets
forth the terms and conditions of an unincorporated joint venture and
partnership (the "Partnership") between the parties relating to precious metal,
minerals and mining exploration activities in the Country of Ghana. Per the
Agreement DCL shall grant the Corporation an exclusive seventy (70%) percent
ownership interest in that certain project, located in the Country of Ghana in
which DCL has an interest known as the Tepa Concession (the "Tepa Concession")
which covers a total surface area of fifty (50) acres and is located in the
Ashanti Region of Ghana in exchange the Corporation shall provide all such
financing necessary to exploit the Tepa Concession in accordance with a
preapproved work program and budget. Additionally, the Corporation shall pay to
Ensuro an access fee of Three Hundred Thousand (GH?300,000) Ghana Cedi upon
execution of the Ensuro JV Agreement (the "Access Fee"). The Access Fee shall be
treated as a loan to Ensuro which will be repaid from the initial monies earned
form the exploration, development, or exploitation of the Tepa Concession.
The specific terms and conditions relating to the operations of the Tepa
Concession are set forth in that certain Operating Agreement ("Operating
Agreement"), which is attached to the JV Agreement as Schedule A.
The foregoing description of the JV Agreement and Operating Agreement (as
Schedule A to the JV Agreement) do not purport to be complete and are qualified
in their entirety by reference to the full text of both documents which were
filed as Exhibit 10.1 to our Form 8-K filed on February 8, 2022 (the Operating
Agreement is Schedule A to the JV Agreement) and is incorporated herein by
reference.
From time to time, the Company may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise that may harm its business. The Company is currently not aware
of any such legal proceedings or claims that they believe will have,
individually or in the aggregate, a material adverse effect on its business,
financial condition or operating results.
On August 8, 2022, the Company entered into an agreement (the "Service
Agreement") with Terranet Limited, a corporation formed under the laws of Ghana
("Terranet") setting forth the terms and conditions whereby Terranet will carry
out an Induced Polarization (IP) and a Ground Magnetic Surveys over the
Company's leased property known as the Kukuom's. Terranet is based in Accra,
Ghana and will be conducting the survey over the Kukuom "Open Pit" prospect. The
field crew will be starting the survey mid-August which covers an estimated area
of 1.6 sq. kms, with appropriately 16.8-line kms of IP, employing the
pole-dipole array with a dipole spacing of 25-meter using 8 dipoles. The Ground
Magnetics survey will cover approx. 40-line kms. The survey is scheduled to take
approximately 6 weeks to complete, followed by analysis and interpretation of
the resulting data. The Company shall pay Terranet an aggregate price of $36,700
USD, with 50% deliverable prior to commencing the survey.
Critical Accounting Policies
Our significant accounting policies are described in the notes to our condensed
consolidated financial statements for the three months ended December 31, 2021,
and are included elsewhere in this report.
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