UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For Fiscal Year Endedfiscal year ended September 30, 20112020
OR
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File # 000-53371
AMERITRUST CORPORATION
(Exact name of registrantRegistrant as specified in its charter)
Wyoming (State or other jurisdiction of incorporation or organization) | 26-2877927 (I.R.S. Employer Identification Number) | |
1712 Pioneer Ave., Suite 500 Cheyenne, WY 82001 (Address of principal executive offices) | 82001 (Zip code) |
-i-
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrantRegistrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:Act. Yes o[ ] No x
Indicate by check mark if the registrantRegistrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:Act. Yes x[ ] No o
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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:days. Yes x[ ] No o
Indicate by check mark if disclosure of delinquent filerswhether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to ItemRule 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part IIIS-T (§232.405 of this Form 10-K or any amendmentchapter) during the preceding 12 months (or for such shorter period that the registrant was required to this Form 10-K:submit and post such files. Yes o[ ] No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
Large accelerated filer [ ] | Accelerated filer | |||
Non-accelerated filer [ ] | Smaller reporting company [x] | |||
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. of Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes [ ] No [x]
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):. Yes o[ ] No x
Based on the closing price on March 31, 2020, of $0.16, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference267,675,000 (prior to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:
The Registrant has 7,239,573,961,951 shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date: 117,425,000 Common shares were outstanding as of December 27, 2011.
-ii-
TABLE OF CONTENTS
AMERITRUST CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2020
PART I |
| ||
Item 1. | Business | 2 | |
Item 1A. | 3 | ||
Item IB. | Unresolved Staff Comments | 3 | |
3 | |||
3 | |||
Mine Safety Disclosures | 3 | ||
PART II | |||
3 | |||
3 | |||
| Operations | 6 | ||
6 | |||
| Data | 7 | ||
Item 9. | |||
24 | |||
25 | |||
25 | |||
PART III | |||
26 | |||
27 | |||
28 | |||
28 | |||
28 | |||
PART IV | |||
Item 15. | Exhibits and Financial Statement Schedules | 29 | |
Item 16. | Form 10-K Summary | 29 | |
30 | |||
EXHIBIT INDEX | 30 | ||
ITEM 1. DESCRIPTION OF BUSINESS
Organizational History
Ameritrust Corporation, a Wyoming corporation (the "Company"), is the successor to Gryphon Resources, Inc. was, a Nevada corporation incorporated in Nevada in January 2006 (Gryphon"). Gryphon was originally incorporated under the Statename Gryphon Oil & Gas, Inc. Gryphon's primary business focus was acquiring and exploring properties for the existence of Nevadacommercially viable deposits of gold in Canada. In April 2008, Gryphon established a Turkish subsidiary named APM Madencilik Sanayi Ve Ticaret Limited Sirketi. The Turkish subsidiary was sold in September 2010 to an unrelated third party, and all operations in Turkey ceased.
Thereafter, Gryphon focused on January 16, 2006. We are a mineral exploration company and arecontinued exploring for gold, silver, and copper-porphyry;copper-porphyry and lithium on two different properties in Arizona, USA.
In March 2020, Mr. Seong Y. Lee purchased 142,500,000 shares of common stock is tradedof Gryphon, representing a majority of the outstanding shares, from Tourmeline Ventures, LLC for $0.0028 per share in cash. The purchase price was paid from personal funds of Mr. Lee and, as result, Mr. Lee became the Pink Sheets over-the-counter market undercontrolling shareholder.
In April and July 2020, following the symbol “GRYO”. Priorchange in control, the Board of Directors of Gryphon increased the number of directors on its Board from one to our current fiscal year, our shares also tradedtwo. Subsequently, the Board voted to appoint Mr. Lee to the vacancy on the Over-The-Counter Bulletin Board but such listing ceasedof Directors and elect him as Chief Executive Officer. The Board also voted to increase the authorized shares to 410,000,000, of which 400,000,000 shares were designated as common stock and 10,000,000 shares were designated as preferred stock, and to effect a 1 for 10 reverse stock split.
In March 2020, Gryphon merged into the Company, and each share of Gryphon was converted into one share of the Company.
Our Business
Subsequent to the change of control in March 2020, the Company began searching for real estate investments, with the goal of acquiring, holding, developing and operating commercial real estate.
Blue Diamond Ranch
In July 2020, we entered into a purchase agreement to acquire certain land near Ely, Nevada, including equipment, grazing permits and mineral rights, for approximately $15,000,000. It paid an escrow deposit of $500,000, with approximately $14,500,000 due to the failureseller at closing. Under the agreement, the deposit is forfeited if due diligence is not completed by December 1, 2020. We failed to close the transaction, and forfeited the $500,000 deposit.
Beespoke Capital Colorado, Inc.
In October 2019, before the change in control, we purchased the assets of Beespoke Capital Colorado, a primary market-makerbroker-dealer firm ("Beespoke"). Subsequently, the licenses of Beespoke issued by the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities and Exchange Commission ("SEC") expired and the principal officer of Beespoke resigned. Our current management is in the process of renewing such licenses. We converted Beespoke from a limited liability company to file an updated Form 15-2c11a corporation and changed its domicile from Colorado to comply with FINRA guidelines related to minimum required trading activity.
Events that occurred following the close of the 2020 fiscal year end isare described in Note 13 of the Notes to Financial Statements.
Employees
As of September 30th.
-2-
ITEM 1A. RISK FACTORS
As a smaller reporting company we are not required to respond to this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our corporate office is located at 1712 Pioneer Ave., Suite 500, Cheyenne, WY 82001. We are not currently charged rent to utilize this space.
We own 23.45 acres of land in Bedford, NY for a total purchase price of $766,210, to be considered in connection with an evaluationheld for future real estate development.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) Market Information
Our common stock trades on the OTC PINK Marketplace under the ticker symbol "ATCC" (formerly "GRYO").
(b) Holders
As of January 15, 2021, there were approximately 1,942 holders of record of our common stock. Since many of the businessshares of our business:
(c) Dividends
The Company has a limited operating history upon which an evaluationnever declared or paid any cash dividends. It is the present policy of the Company its current business and its prospects can be based. You should consider any purchase ofto retain earnings to finance the Company's shares in light of the risks, expenses and problems frequently encountered by all companies in the early stages of its corporate development.
(d) Equity Compensation Plan Information
The Company isdoes not currently have an exploration stage company and cannot give assurance that a commercially viable deposit, or “reserve,” exists on any properties for which the Company currently has (throughequity compensation plan. In lieu of an option) or may have (through potential future joint venture agreements or acquisitions) an interest. Therefore, determination of the existence of a reserve depends on appropriate and sufficient exploration work and the evaluation of legal, economic, and environmental factors. If the Company fails to find a commercially viable deposit on any of its properties, its financial condition and results of operations will be materially adversely affected.
(e) Information Related to Outstanding Shares
As of January 15, 2021, there were 7,239,573,961,951 shares of our common stock in Gryphon (or any public company created by Gryphon for the purposeissued and outstanding.
Description of developmentSecurities
The authorized capital stock of the Cruce Property), based on the following schedules:
Quarter Ended: | High Trade | Low Trade | Closing Trade(1) | |||||||||
| FY2011: | ||||||||||||
| December 31, 2010 | $ | 0.39 | $ | 0.01 | $ | 0.08 | ||||||
| March 31, 2011 | 0.10 | 0.03 | 0.04 | |||||||||
| June 30, 2011 | 0.12 | 0.03 | 0.04 | |||||||||
| September 30, 2011 | 0.04 | 0.02 | 0.02 | |||||||||
| FY2010: | ||||||||||||
| December 31, 2009 | $ | 2.00 | $ | 0.36 | $ | 0.51 | ||||||
| March 31, 2010 | 0.51 | 0.05 | 0.05 | |||||||||
| June 30, 2010 | 0.05 | 0.05 | 0.05 | |||||||||
| September 30, 2010 | 0.26 | 0.01 | 0.26 | |||||||||
| FY2009: | ||||||||||||
| December 31, 2008 | $ | 1.40 | $ | 0.50 | $ | 1.40 | ||||||
| March 31, 2009 | 1.80 | 1.40 | 1.73 | |||||||||
| June 30, 2009 | 1.80 | 1.15 | 1.73 | |||||||||
| September 30, 2009 | 1.75 | 0.36 | 0.51 | |||||||||
ITEM 6. SELECTED FINANCIAL DATA
FISCAL 2011 | FISCAL 2010 | FISCAL 2009 | FISCAL 2008 | FISCAL 2007 | |
| $ | $ | $ | $ | $ | |
| Operating Revenue: | |||||
| Quarter One - Three Months to December 31st | Nil | Nil | Nil | Nil | Nil |
| Quarter Two - Three Months to March 31st | Nil | Nil | Nil | Nil | Nil |
| Quarter Three- Three Months to June 30th | Nil | Nil | Nil | Nil | Nil |
| Full Year – Twelve Months to September 30th | Nil | Nil | Nil | Nil | Nil |
| Net Income/(Loss): | |||||
| Quarter One - Three Months to December 31st | (109,196) | (4,445) | (15,991) | (7,981) | (12,772) |
| Quarter Two - Three Months to March 31st | (172,145) | (17,885) | (45,375) | (23,758) | (5,176) |
| Quarter Three- Three Months to June 30th | (39,653) | (28,752) | (27,074) | (25,334) | (11,500) |
| Full Year – Twelve Months to September 30th | (353,621) | (57,322) | (126,550) | (75,571) | (47,972) |
| Earnings/(Loss) per share: | |||||
| Quarter One - Three Months to December 31st | Nil | Nil | Nil | Nil | Nil |
| Quarter Two - Three Months to March 31st | Nil | Nil | Nil | Nil | Nil |
| Quarter Three- Three Months to June 30th | Nil | Nil | Nil | Nil | Nil |
| Full Year – Twelve Months to September 30th | Nil | Nil | Nil | Nil | (0.01) |
| Cash: | |||||
| Quarter One - Three Months to December 31st | 119,286 | 18,479 | 23,893 | 4,703 | 21,317 |
| Quarter Two - Three Months to March 31st | 27,469 | 35,457 | 11,918 | 11,126 | 17,860 |
| Quarter Three- Three Months to June 30th | 37,286 | 103,344 | 6,173 | 9,978 | 6,435 |
| Full Year – Twelve Months to September 30th | 7,073 | 10,252 | 1,572 | 33,895 | 11,208 |
| Total assets: | |||||
| Quarter One - Three Months to December 31st | 123,594 | 20,192 | 28,797 | 24,244 | 49,914 |
| Quarter Two - Three Months to March 31st | 42,141 | 28,291 | 15,090 | 13,567 | 37,385 |
| Quarter Three- Three Months to June 30th | 48,807 | 119,017 | 15,079 | 12,751 | 25,582 |
| Full Year – Twelve Months to September 30th | 17,260 | 30,023 | 3,354 | 37,039 | 30,706 |
| Total stockholders’ equity (deficit): | |||||
| Quarter One - Three Months to December 31st | 116,916 | (203,527) | (88,507) | (4,746) | 49,061 |
| Quarter Two - Three Months to March 31st | 30,651 | (221,412) | (133,882) | (28,504) | 32,309 |
| Quarter Three- Three Months to June 30th | 42,118 | (95,270) | (160,957) | (53,838) | 20,809 |
| Full Year – Twelve Months to September 30th | 9,491 | 29,852 | (199,066) | (72,516) | 3,235 |
| Cash dividends per share: | |||||
| Quarter One - Three Months to December 31st | Nil | Nil | Nil | Nil | Nil |
| Quarter Two - Three Months to March 31st | Nil | Nil | Nil | Nil | Nil |
| Quarter Three- Three Months to June 30th | Nil | Nil | Nil | Nil | Nil |
| Full Year – Twelve Months to September 30th | Nil | Nil | Nil | Nil | Nil |
As a smaller reporting company we are not required to respond to this item.
-3-
ITEM 7. MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OR PLANOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain information included herein contains forward-looking statements that involve risks and uncertainties within the meaning of Sections 27A of the Securities Act of 1933, as amended;amended and Section 21E of the Securities Exchange Act of 1934. These sections provide that the safe harbor for forward looking statements does not apply to statements made in initial public offerings. The words, such as "may," "would," "could," "anticipate," "estimate," "plans," "potential," "projects," "continuing," "ongoing," "expects," "believe," "intend" and similar expressions and variations thereof are intended to identify forward-looking statements. These statements appear in a number of places in this Form 10-K and include all statements that are not statements of historical fact regarding intent, belief or current expectations of the Company, or our directors or our officers, with respect to, among other things: (i) our liquidity and capital resources; (ii) our financing opportunities and plans; (iii) continued development of business opportunities; (iv) market and other trends affecting our future financial condition; and (v) our growth and operating strategy. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. The factors that might cause such differences include, among others, the following: (i) we have incurred significant losses since our inception; (ii) any material inability to successfully develop our business plans; (iii) any adverse effect or limitations caused by government regulations; (iv) any adverse effect on our ability to obtain acceptable financing; (v) competitive factors; and (vi) other risks including those identified in our other filings with the Securities and Exchange Commission.
Overview
The following discussion and analysis covers material changes in the financial condition of Gryphon during the years ended September 30, 2011 and September 30, 2010 and the Period January 16, 2006 (date of inception) to September 30, 2011 (the “Exploration Stage”).
The MD&A is based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. We have expensed all development costs related to our establishment.
COVID-19 Pandemic Update
The ongoing outbreak of Coronavirus (COVID-19) has caused significant disruptions to monitor significant estimates made during the preparationnational and global economies and government activities.
The pandemic did not have a substantial net impact to our consolidated operating results or our liquidity position in fiscal year 2020. In fiscal year 2020, we did not observe any impairments of our financial statements.
However, given the global economic slowdown, and the other risks and uncertainties associated with the pandemic, our financial statements. While all these significant accounting policies impact itsbusiness, financial condition, and results of operations Gryphon views certainand growth prospects could be materially adversely affected. The extent to which the COVID-19 pandemic impacts our business, the business of our commercial partners, our corporate development objectives, our ability to access capital and the value of and market for our common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the United States and other countries, and the effectiveness of actions taken globally to contain and treat the disease.
Background
The Company does not currently engage in any business activities that provide cash flow. Subsequent to the change of control that occurred in March 2020, the Company is now focused in the real estate development industry.
No revenue was generated by the Company during the 2020 fiscal year.
-4-
During the next 12 months, we anticipate incurring costs related to:
- | Purchasing additional real estate | |
- | Developing real estate properties | |
- | Operating developed properties | |
- | Filing of Exchange Act reports |
We believe we will be able to meet these policies as critical. Policies determinedcosts through use of funds to be criticalloaned by or invested in us by our stockholders, management or other investors. There are those policiesno assurances that such funds will be advanced or that the Company will be able to secure any additional funding as needed.
Material Agreements
We entered into the following three material purchase agreements during the year ended September 30, 2020:
Bedford, New York Property
We purchased 23.45 acres of land in Bedford, New York, for a total purchase price of $766,210. This property will be held for future real estate development.
Blue Diamond Ranch
In July 2020, we entered into a purchase agreement to acquire certain land near Ely, Nevada, including equipment, grazing permits and mineral rights, for approximately $15,000,000. We paid an escrow deposit of $500,000, with approximately $14,500,000 due to the seller at closing. Under the agreement, the deposit is forfeited if due diligence is not completed by December 1, 2020. We failed to close the transaction, and forfeited the $500,000 deposit.
Beespoke Capital Colorado, Inc.
In October 2019, before the change in control, we purchased the assets of Beespoke Capital Colorado, a broker-dealer firm ("Beespoke"). Subsequently, the licenses of Beespoke issued by the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities and Exchange Commission ("SEC") expired and the principal officer of Beespoke resigned. Our current management is in the process of renewing such licenses. We converted Beespoke from a limited liability company to a corporation and changed its domicile from Colorado to Connecticut. Pending renewal of regulatory licenses, Beespoke is inactive.
Results of Operations
Years Ended September 30, 2020 and 2019
We generated no revenues during the fiscal years ended September 30, 2020 and 2019. Legal and accounting fees were $246,790 and $16,641, in the years ended September 30, 2020 and 2019, respectively. This was due to an increase in business activity in 2020. General and administrative expenses were $35,210 and $3,768 for the years ended September 30, 2020 and 2019, respectively. This increase was also due to an increase in business activity in 2020.
We incurred liquidated damages of $500,000 related to a forfeited escrow on a real estate transaction during the year ended September 30, 2020. There was no similar transactions during the year ended September 30, 2019.
Interest expense of $898 for the year ended September 30, 2020 is related to accrued interest on promissory notes. Interest expense of $15,755 for the year ended September 30, 2019 is primarily related to a $15,000 beneficial conversion feature on a convertible note payable that the Company issued. In October 2018 and January 2019, we received funding from issuing $5,000 and $10,000 respectively, of convertible notes payable to a legal custodian of the Company. The notes bear interest at an annual rate of 10% and are convertible to common shares of the Company at $0.0001 per share. As of September 30, 2019, these notes were converted into common stock. Interest expense of $755 for the year ended September 30, 2019 was related to accrued interest on promissory notes.
For the year ended September 30, 2019, $549 of accrued interest was outstanding on the notes payable. In connection with the above notes, the Company recognized a beneficial conversion feature of $15,000, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance. This beneficial conversion feature was accreted to interest expense during the year ended September 30, 2019.
During the year ended September 30, 2020, these promissory notes were forgiven as a result of a change of control.
-5-
Liquidity and Capital Resources
In assessing its liquidity, management monitors and analyzes the Company's cash on-hand, its ability to generate sufficient revenue sources in the future, and its operating and capital expenditure commitments. The Company, as of the date of this filing had approximately $9,500,000 in cash, which can be used to finance operations over the next 12 months. However, the Company has not generated any revenues from operations to date. For the years ended September 30, 2020 and 2019, our expenses were $782,000 and $20,409 respectively, consisting primarily of liquidated damages, legal and accounting fees, administrative expenses and filing fees. Net cash used in operating activities was $701,171 for the year ended September 30, 2020, compared to net cash used in operating activities of $33,004 for the year ended September 30, 2019. The ongoing expenses of the Company will be related to seeking out real estate development opportunities.
The effects of COVID-19 could impact the Company's ability to operate as a going concern and maintain sufficient liquidity to continue operations. The impact of COVID-19 on companies is evolving rapidly and its future effects are uncertain. There are material uncertainties from COVID-19. There are a wide range of factors to consider, including travel bans, restrictions on activity, government assistance and potential sources of replacement financing, financial health of vendors and customers and their effect on expected profitability and other key financial performance ratios, including information that shows whether there will be sufficient liquidity to continue to meet obligations when they come due.
At September 30, 2020, we had an accumulated deficit of $900,484 and cash of $2,551,600. At September 30, 2019, we had an accumulated deficit of $752,042 and cash of $0.
During the year ended September 30, 2020, Mr. Lee, the Company's Chief Executive Officer and controlling shareholder, paid the Company's outstanding legal fees and stock transfer agent fees and made a down payment for a company vehicle. These payments are offset by amounts he owes the Company. The net related party receivable balance as of September 30, 2020 is $5,992 and is non-interest bearing.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Recently Issued Accounting Pronouncements
We review new accounting standards as issued. There are two pending accounting standards that we are currently evaluating as to their impact on the Company's consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"), which amends disclosure requirements on fair value measurements in Topic 820. This amendment modifies the valuation process of fair value measurements by removing the disclosure requirements for the valuation processes for Level 3 fair value measurements, clarifying the timing of the measurement uncertainty disclosure, and including the changes in unrealized gains and losses for recurring Level 3 fair value measurements in other comprehensive income if held at the end of the reporting period. It also allows the disclosure of other quantitative information in lieu of the weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and should be applied prospectively for the most significantrecent period presented in the initial fiscal year of adoption. The Company is currently evaluating the impact that this guidance will have on the Company's results of operations, financial position and cash flows.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which modifies ASC 740 to reduce complexity while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 is effective for the Company for interim and annual reporting periods beginning after December 15, 2021. The Company is currently assessing the impact of ASU 2019-12, but it is not expected to have a material impact on Gryphon’sthe Company's results of operations, financial statementsposition and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.
ITEM 7A. QUANTITATIVE AND QUALITATIVEQUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company we are not entered into derivative contracts eitherrequired to hedge existing risk or for speculative purposes.
-6-
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY SUPPLEMENTARY DATA
Our consolidated financial statements, together with the report of auditors, are as follows:
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements for the Years Ended September 30, 2020 and 2019 | Page |
Report of Independent Registered Public Accounting | 8-10 |
Consolidated Balance Sheets | 11 |
12 | |
13 | |
14 | |
15-23 |
-7-
![[somerletter001.jpg]](https://capedge.com/proxy/10-K/0001091818-21-000012/somerletter001.jpg)
-8-
![[somerletter002.jpg]](https://capedge.com/proxy/10-K/0001091818-21-000012/somerletter002.jpg)
-9-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors and
Opinion on the Financial Statements
Substantial Doubt About the Company’s management is responsibleAbility to Continue as a Going Concern
As discussed in Note 2 to the financial statements, the Company’s lack of revenues, accumulated deficit and inability to generate positive cash flows raise substantial doubt about its ability to continue as a going concern for one year from the issuance of these financial statements. Management’s plans are also described in Note 2. The financial statements do not include adjustments that might result from the outcome of this uncertainty.
Basis of Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits.
We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audit included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An
Our audit also includesincluded performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provideaudit provides a reasonable basis for our opinion.
/s/ Boyle CPA, LLC
We served as the financial statements referredCompany’s auditor from 2018 to above present fairly, in all material aspects, the financial position of Gryphon Resources, Inc. (an Exploration Stage Company) as of September 30, 2011 and 2010, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2011, and for the period January 16, 2006 to September 30, 2011, in conformity with accounting principles generally accepted in the United States of America.
Bayville, NJ
November 12, 2019
-10-
AMERITRUST CORPORATION | |||
CONSOLIDATED BALANCE SHEETS | |||
September 30, 2020 | September 30, 2019 | ||
(Consolidated) | |||
ASSETS | |||
Cash | $ 2,551,600 | $ - | |
Due from Related Party – Net (Note 9) | 5,992 | - | |
Real Estate Property Under Development (Note 4) | 766,210 | - | |
Goodwill (Notes 6 and 10) | 786,136 | - | |
Right of Use Asset (Note 5) | 50,715 | - | |
Other Assets (Note 11) | 65,000 | - | |
TOTAL ASSETS | $ 4,225,653 | $ - | |
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | |||
Accounts Payable | $ 24,754 | $ 5,250 | |
Accounts Payable - Related Party (Note 9) | - | 1,500 | |
Right of Use Liability (Note 5) | 50,715 | - | |
Interest Payable - Related Party (Note 9) | - | 549 | |
Notes Payable - Related Party (Note 9) | - | 17,798 | |
Total Liabilities | 75,469 | 25,097 | |
Stockholders' Equity (Deficit) | |||
Common Stock, par value $0.01 ($0.001 at September 30, 2019) | |||
Unlimited shares authorized, 26,767,818 shares issued and | |||
outstanding at September 30, 2020; 400,000,000 shares authorized, | |||
267,675,000 shares issued and outstanding at September 30, 2019 | 267,675 | 267,675 | |
Preferred Stock, par value $0.01 Unlimited shares authorized, no shares issued and outstanding | |||
at September 30, 2020 and 2019 | - | - | |
Additional Paid-In Capital | 4,782,993 | 459,270 | |
Accumulated Deficit | (900,484) | (752,042) | |
| |||
Total Stockholders' Equity (Deficit) | 4,150,184 | (25,097) | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 4,225,653 | $ - | |
| September 30, 2011 | September 30, 2010 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 7,073 | $ | 10,252 | ||||
| Prepaid expenses | 10,187 | 19,771 | ||||||
| Total current assets | 17,260 | 30,023 | ||||||
| Total assets | $ | 17,260 | $ | 30,023 | ||||
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | 1,269 | 171 | ||||||
| Shareholder advances (Note 6) | 6,500 | - | ||||||
| Total current liabilities | $ | 7,769 | $ | 171 | ||||
| Total liabilities | $ | 7,769 | $ | 171 | ||||
COMMITMENTS AND CONTINGENCIES (Notes 2, 3, 5, 9 and 10) | — | — | ||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Common shares, 400,000,000 shares par value $0.001 authorized, 105,025,000 and 96,775,000 issued and outstanding at September 30, 2011 and September 30, 2010 (Note 9) | 105,025 | 96,775 | ||||||
| Paid-in Capital | 459,975 | (32,775 | ) | |||||
| Common shares subscribed but not issued (Note 9) | 106,000 | 273,740 | ||||||
| Accumulated deficit in the exploration stage | (661,509 | ) | (307,888 | ) | ||||
| Total stockholders’ equity (deficit) | 9,491 | 29,852 | ||||||
| Total liabilities and stockholders’ equity (deficit) | $ | 17,260 | $ | 30,023 | ||||
The accompanying notes to financial statements are an integral part of these audited consolidated financial statements
-11-
AMERITRUST CORPORATION | ||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
For the Years Ended | ||||
September 30, | ||||
2020 | 2019 | |||
(Consolidated) | ||||
Revenues: | $ - | $ - | ||
Expenses: | ||||
Legal and Accounting Fees | 246,790 | 16,641 | ||
Liquidated Damages (Note 11) | 500,000 | - | ||
General and Administrative Expenses | 35,210 | 3,768 | ||
Total Operating Expenses | 782,000 | 20,409 | ||
Operating Loss | $ (782,000) | $ (20,409) | ||
Other Income (Expense) | ||||
Interest Expense - Net | (205) | (15,755) | ||
Gain on Debt Forgiveness (Note 9) | 31,988 | - | ||
Total Other Income (Expense) | 31,783 | (15,755) | ||
Net Loss before Income Taxes | (750,217) | (36,164) | ||
Income Taxes (Note 8) | - | - | ||
Net Loss | $ (750,217) | $ (36,164) | ||
Basic and Fully Diluted Loss per Common Share | $ (0.0036) | $ (0.0002) | ||
Weighted Average Common Shares Outstanding | ||||
Basic and Fully Diluted | 207,777,313 | 223,291,438 | ||
Year ended September 30, 2011 | Year ended September 30, 2010 | January 16, 2006 (date of inception) through September 30, 2011 | ||||||||||
| EXPENSES: | ||||||||||||
| Exploration expenses | 111,218 | 32,422 | 152,749 | |||||||||
| Professional and consultant fees | 81,321 | 41,944 | 215,669 | |||||||||
| Administrative expenses | 20,517 | 11,559 | 53,495 | |||||||||
| Investor relations | 19,565 | 4,610 | 28,828 | |||||||||
| Mineral properties impairments (Notes 2, 4 and 5) | 121,000 | 42,500 | 182,498 | |||||||||
| Total expenses | $ | 353,621 | $ | 133,035 | $ | 633,239 | ||||||
| Net loss from operations | $ | (353,621 | ) | $ | (133,035 | ) | $ | (633,239 | ) | |||
| Other (Expense) Income: | ||||||||||||
| Interest expense | — | (5,630 | ) | (13,258 | ) | |||||||
| Net loss from continuing operations | (353,621 | ) | (138,665 | ) | (646,497 | ) | ||||||
| Discontinued Operations: | ||||||||||||
| Net loss from discontinued operations (Note 8) | $ | — | $ | (16,577 | ) | $ | (112,932 | ) | ||||
| Gain on Sale of Subsidiary (Note 8) | $ | — | $ | 97,920 | $ | 97,920 | ||||||
| Net (Loss) | $ | (353,621 | ) | $ | (57,322 | ) | $ | (661,509 | ) | |||
| Less: Net Loss attributable to Non-Controlling Interest related to discontinued operations (Notes 2 and 8) | n/a | 166 | 936 | |||||||||
| Equals: Net Loss attributable to Gryphon Resources, Inc. (Notes 2 and 8) | (353,621 | ) | (57,156 | ) | (660,573 | ) | ||||||
| Loss per common share (Notes 2 and 8), basic and diluted from discontinued operations | $ | n/a | $ | 0.00 | ||||||||
| Loss per common share (Note 2), basic and diluted from continuing operations | $ | 0.00 | $ | 0.00 | ||||||||
| Weighted average shares outstanding , basic and diluted (Notes 2 and 7) | 102,845,412 | 96,575,684 | ||||||||||
The accompanying notes to financial statements are an integral part of these audited consolidated financial statements
-12-
AMERITRUST CORPORATION | ||||||||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||
Common Stock | Additional Paid- | Accumulated | Total Stockholders' | |||||||
Shares | Par Value | In Capital | Deficit | Equity (Deficit) | ||||||
Balance as of September 30, 2018 | 117,675,000 | $ 117,675 | $ 573,109 | $ (715,878) | $ (25,094) | |||||
Beneficial Conversion Feature | - | - | 15,000 | - | 15,000 | |||||
Stock Issuance for the Cancellation of Debt | 150,000,000 | 150,000 | (128,839) | - | 21,161 | |||||
Net Loss | - | - | - | (36,164) | (36,164) | |||||
Balance as of September 30, 2019 | 267,675,000 | $ 267,675 | $ 459,270 | $ (752,042) | $ ( 25,097) | |||||
10:1 Reverse Stock Split | (240,907,182) | - | - | - | - | |||||
| ||||||||||
Change of Control | - | - | 27,772 | 729,187 | 756,959 | |||||
Common Control Merger | - | - | 4,295,951 | (127,412) | 4,168,539 | |||||
Net Loss | - | - | - | (750,217) | (750,217) | |||||
Balance as of September 30, 2020 | 26,767,818 | $ 267,675 | $ 4,782,993 | $ (900,484) | $ 4,150,184 | |||||
Common Shares | Common Stock | Paid-in Capital | Shares subscribed but not issued | Deficit Attributable to Non-Controlling Interest | Deficit Accumulated During the Exploration Stage | Total Stockholders’ Equity | ||||||||||||||||||||||
| Date of Inception January 16, 2006 | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| Common shares issued for cash at $0.001 per share on January 27, 2006 | 48,750,000 | $ | 48,750 | $ | (46,250 | ) | $ | — | $ | — | $ | — | $ | 2,500 | ||||||||||||||
| Common shares issued for cash at $0.02 per share during the period ended September 30, 2006 | 47,775,000 | $ | 47,775 | $ | 1,225 | $ | — | $ | — | $ | — | $ | 49,000 | |||||||||||||||
| Net loss for the period from January 16, 2006 (inception) to September 30, 2006 | — | $ | — | $ | — | $ | — | $ | — | $ | (1,243 | ) | $ | (1,243 | ) | |||||||||||||
| Balance, September 30, 2006 | 96,525,000 | $ | 96,525 | $ | (45,025 | ) | $ | — | $ | — | $ | (1,243 | ) | $ | 50,257 | |||||||||||||
| Net loss for year ended September 30, 2007 | — | $ | — | $ | — | $ | — | $ | — | $ | (47,022 | ) | $ | (47,022 | ) | |||||||||||||
| Balance, September 30, 2007 | 96,525,000 | $ | 96,525 | $ | (45,025 | ) | $ | — | $ | — | $ | (48,265 | ) | $ | 3,235 | |||||||||||||
| Net loss for year ended September 30, 2008 | — | $ | — | $ | — | $ | — | $ | — | $ | (75,751 | ) | $ | (75,751 | ) | |||||||||||||
| Balance, September 30, 2008 | 96,525,000 | $ | 96,525 | $ | (45,025 | ) | $ | — | $ | — | $ | (124,016 | ) | $ | (72,516 | ) | ||||||||||||
| Net loss for year ended September 30, 2009 | — | $ | — | $ | — | $ | — | $ | (770 | ) | $ | (125,780 | ) | $ | (126,550 | ) | ||||||||||||
| Balance, September 30, 2009 | 96,525,000 | $ | 96,525 | $ | (45,025 | ) | $ | — | $ | (770 | ) | $ | (249,796 | ) | $ | (199,066 | ) | |||||||||||
| Common shares issued for mineral property acquisition payment at $0.05 per share on July 19, 2010 | 250,000 | $ | 250 | $ | 12,250 | $ | — | $ | — | $ | — | $ | 12,500 | |||||||||||||||
| Shares subscribed but not issued at September 30, 2010 | — | $ | — | $ | — | $ | 273,740 | $ | — | $ | — | $ | 273,740 | |||||||||||||||
| Non-controlling Interest earnings for fiscal 2010 prior to sale of subsidiary | — | $ | — | $ | — | $ | — | $ | (166 | ) | $ | — | $ | (166 | ) | |||||||||||||
| Elimination of Non-Controlling Interest due to sale of subsidiary on September 27, 2010 | — | $ | — | $ | — | $ | — | $ | 936 | $ | — | $ | 936 | |||||||||||||||
| Net loss for year ended September 30, 2010 | — | $ | — | $ | — | $ | — | $ | — | $ | (57,322 | ) | $ | (57,322 | ) | |||||||||||||
| Balance, September 30, 2010 | 96,775,000 | $ | 96,775 | $ | (32,775 | ) | $ | 273,740 | $ | — | $ | (307,888 | ) | $ | 29,852 | |||||||||||||
| Common shares issued for cash at $0.05 per share on November 18, 2010 | 6,400,000 | $ | 6,400 | $ | 313,600 | $ | (273,740 | ) | $ | — | $ | — | $ | 46,260 | ||||||||||||||
| Common shares issued for mineral property acquisition payment at $0.06 per share January 25, 2011 | 100,000 | $ | 100 | $ | 5,900 | $ | — | $ | — | $ | — | $ | 6,000 | |||||||||||||||
| Common shares issued for cash at $0.10 per share on March 11, 2011 | 1,500,000 | $ | 1,500 | $ | 148,500 | $ | — | $ | — | $ | — | $ | 150,000 | |||||||||||||||
| Common shares issued for mineral property acquisition payment at $0.10 per share on March 31, 2011 | 250,000 | $ | 250 | $ | 24,750 | $ | — | $ | — | $ | — | $ | 25,000 | |||||||||||||||
| Shares subscribed but not issued at September 30, 2011 | — | $ | — | $ | — | $ | 106,000 | $ | — | $ | — | $ | 106,000 | |||||||||||||||
| Net loss for year ended September 30, 2011 | — | $ | — | $ | — | $ | — | $ | — | $ | (353,621 | ) | $ | (353,621 | ) | |||||||||||||
| Balance, September 30, 2011 | 105,025,000 | $ | 105,025 | $ | 459,975 | $ | 106,000 | $ | — | $ | (661,509 | ) | $ | 9,491 | ||||||||||||||
The accompanying notes to financial statements are an integral part of these audited consolidated financial statements
-13-
AMERITRUST CORPORATION | ||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
For the Years Ended | ||||
September 30, | ||||
2020 | 2019 | |||
(Consolidated) |
| |||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net Loss | $ (750,217) | $ (36,164) | ||
Adjustments to reconcile net loss to net cash | ||||
used in operating activities: | ||||
Beneficial Conversion Feature | - | 15,000 | ||
Gain on Debt Forgiveness | (31,988) | - | ||
Changes In: | ||||
Due From Related Party | 78,566 | - | ||
Accounts Payable | 4,517 | (10,889) | ||
Accounts Payable - Related Party | (1,500) | (1,500) | ||
Interest Payable - Related Party | (549) | 549 | ||
Net Cash Used in Operating Activities | (701,171) | (33,004) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Common Control Merger | 3,252,771 | - | ||
Net Cash Provided by Investing Activities | 3,252,771 | - | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from Note Payable - Related Party | - | 33,004 | ||
Net Cash Provided by Financing Activities | - | 33,004 | ||
Net Increase in Cash | 2,551,600 | - | ||
Cash at Beginning of Period | - | - | ||
Cash at End of Period | $ 2,551,600 | $ - | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||
Cash paid during the year for: | ||||
Interest | $ 1,447 | $ - | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES | ||||
150,000,000 shares of common stock were issued in exchange for convertible note due to a Related Party | $ - | $ 21,161 | ||
Gain on debt forgiveness by a Related Party | $ 31,988 | $ - | ||
Goodwill resulting from a Change in Control | $ 786,136 | $ - | ||
Right of Use Asset acquired by financing lease | $ 50,715 | $ - | ||
Liquidated damages related to a forfeited deposit from purchase agreement | $ 500,000 | $ - | ||
Year ended September 30, 2011 | Year ended September 30, 2010 | January 16, 2006 (date of inception) through September 30, 2011 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net Income (Loss) for period | $ | (353,621 | ) | $ | (57,322 | ) | $ | (661,509 | ) | |||
| Reconciling adjustments: | ||||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Non-cash gain on sale of subsidiary | — | (97,920 | ) | (97,920 | ) | |||||||
| Accrued interest on shareholder loans | — | 5,630 | 13,258 | |||||||||
| Accrued interest related to discontinued operation | — | 4,854 | 6,882 | |||||||||
| Mineral property impairments | 121,000 | 42,500 | 182,498 | |||||||||
| Net change in operating assets and liabilities: | ||||||||||||
| Prepaid expenses | 9,584 | (17,989 | ) | (10,187 | ) | |||||||
| Accounts payable | 1,098 | (7,379 | ) | 1,269 | ||||||||
| Net cash provided (used) by operating activities | (221,939 | ) | (127,626 | ) | (565,709 | ) | ||||||
| Cash flows from investing activities: | ||||||||||||
| Purchase of mineral properties | (90,000 | ) | (30,000 | ) | (138,998 | ) | ||||||
| Net cash provided by investing activities | (90,000 | ) | (30,000 | ) | (138,998 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Common shares issued for cash | 196,260 | — | 402,654 | |||||||||
| Proceeds from common shares subscribed but not issued | 106,000 | 154,894 | 106,000 | |||||||||
| Proceeds from loans related to discontinued operation | — | 11,412 | 91,038 | |||||||||
| Proceeds from shareholder advances | 6,500 | — | 112,088 | |||||||||
| Net cash provided by financing activities | 308,760 | 166,306 | 711,780 | |||||||||
| Net increase (decrease) in cash | (3,179 | ) | 8,680 | 7,073 | ||||||||
| Cash, beginning of period | 10,252 | 1,572 | — | |||||||||
| Cash, end of period | $ | 7,073 | $ | 10,252 | $ | 7,073 | ||||||
The accompanying notes to financial statements are an integral part of these audited consolidated financial statements
Year ended September 30, 2011 | Year ended September 30, 2010 | January 16, 2006(inception) through September 30, 2011 | ||||||||||
| Shares issued for mineral property acquisition | $ | 31,000 | $ | 12,500 | $ | 43,500 | ||||||
| Conversion of debt into common stock subscribed but not issued | $ | — | $ | 118,846 | $ | 118,846 | ||||||
Background
Ameritrust Corporation, a Wyoming corporation (the "Company"), is the successor to financial statements are an integral part of these financial statements
Thereafter, Gryphon focused on mineral exploration and continued exploring for gold, silver, copper-porphyry and lithium on two different properties in the state of Arizona. In August 2012, Gryphon filed dissolution documents with the State of Nevada. In 2018, its corporate charter was reinstated and one of Gryphon's shareholders was appointed as custodian. Since that time it has since been seeking merger targets and has been evaluating various opportunities.
Change of Control
In March 2020, Mr. Seong Y. Lee purchased 142,500,000 shares of common stock of Gryphon in a private transaction, representing a majority of the outstanding shares from Tourmeline Ventures, LLC for $0.0028 per share in cash. The purchase price was paid from personal funds of Mr. Lee and, as a result, Mr. Lee became the controlling shareholder.
In April and July 2020, following the change in control, the Board of Directors of Gryphon increased the number of directors on its Board from one to two. Subsequently, the Board voted to appoint Mr. Lee to the vacancy on the Board of Directors and elect him as Chief Executive Officer. The Board also voted to increase the authorized shares to 410,000,000, of which 400,000,000 shares were designated as common stock and 10,000,000 shares were designated as preferred stock, and to affect a 1 for 10 reverse stock split.
Common Control Mergers
In June 2008, Panko Financial Corporation ("Panko") filed Articles of Incorporation in the state of Michigan. This entity has 380,000 shares of common stock authorized. In November 2008, Panko changed its name to Ameritrust Corporation, a Michigan corporation ("AMI").
In April 2020, Americorp, Inc., registered in the state of Georgia with 10,000,100,000,000 shares of stock authorized with a $.01 par value of which 10,000,000,000,000 shares are for common stock and 100,000,000 shares are for preferred stock. In May 2020, this former subsidiary are treatedentity changed its name to Ameritrust Corporation ("AMGA").
Effective May 2020, AMI entered into an agreement whereby AMI merged into AMGA, and AMGA is the surviving entity. AMGA's majority stockholder is the sole stockholder of AMI, and as a result this transaction was accounted for as a common control merger. See Note 10.
In April 2020, Americorp, Inc. filed Articles of Incorporation in thesethe state of Wyoming authorizing an unlimited number of shares of common and preferred stock with a par value of $.01. Also in April 2020, this entity changed its name to Ameritrust Corporation ("Ameritrust").
In August 2020, Ameritrust Corporation, a Wyoming Corporation merged with Ameritrust Corporation, a Georgia corporation. In accordance with the terms of the Merger Agreement between the commonly controlled companies, AMGA shareholders received one share of common stock of Ameritrust for each share of AMGA that they held. Ameritrust is the surviving corporation in the merger. See Note 10.
The accompanying consolidated financial statements as a discontinued operation. Currently our activitieshave been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and include exploring for lithium; and gold and silver in Arizona, USA. Our fiscal year end is September 30th. (Hereinafterthe accounts Gryphon Resources, Inc. may herein beand Ameritrust Corporation ("Ameritrust"), which are collectively referred to: “Gryphon Resources”, “Gryphon”, “We”, “Us”,to as "the Company" unless the “Registrant”, orcontext otherwise requires. All intercompany accounts, transactions and balances have been eliminated in consolidation.
Subsequent to the “Company”purchase of the majority of the stock of Gryphon, and the common control mergers, the Company is a real estate holding, development, and operating company.
The Company's common stock trades on the OTC PINK Exchange under the ticker symbol "ATCC" (formerly "GRYO").
The Company's functional currency is USD and the Company's reporting currency is USD.
The consolidated financial statements are presented in accordance with accounting principles related to common control transactions. ASC 805-50 governs transactions between commonly controlled entities. ASC 805, Business Combinations explicitly scopes out common control transactions from business combinations (ASC 805-10-15-4). ASC 805-10-20 defines a business combination as a transaction where an acquirer obtains control, which is different than a merger of two entities controlled by the same person because neither entity gains control of the other.
On August 28, 2020, Ameritrust and Gryphon, two entities under common control, merged. The transaction does not meet the definition of a business combination. Accordingly, the comparable period at September 31, 2019 are the financial statements of Gryphon.-15-
Note 2. Liquidity
The Company has beennot attained profitable operations and is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from future business plans. These factors raise substantial concerns about the long-term liquidity of the Company, and whether the Company will be able to meet obligations and repay liabilities arising from normal business operations when they come due.
In assessing its liquidity, management monitors and analyzes the Company's cash on-hand, its ability to generate sufficient revenue sources in the exploration stage since January 16, 2006future, and its operating and capital expenditure commitments. As of September 30, 2020, our total cash balance was approximately $2,552,000 as compared to $0 as of September 30, 2019; however, for the years ended September 30, 2020 and 2019, the Company had negative cash flow from operating activities. In addition, our principal shareholder, Mr. Lee, has not yet realized any revenuesbeen providing funds to support the Company's operations.
In the fiscal years ended September 30, 2020 and 2019, operating loss was $782,000 and $20,409 respectively, consisting primarily of legal and accounting fees, forfeited deposit on purchase agreement, administrative expenses and filing fees. The ongoing expenses of the Company will be related to its real estate ventures as well as mandatory filing requirements, including reporting requirements under the Securities Exchange Act of 1934. The Company continues to rely on cash contributions from the Company's majority shareholder.
In late 2019, an outbreak of COVID-19 emerged and by March 11, 2020 was declared a global pandemic by The World Health Organization. Throughout the United States and locally, governments and municipalities instituted measures in an effort to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions and the closure of non-essential businesses. The effects of COVID-19 could impact the Company's ability to maintain sufficient liquidity to continue operations. The impact of COVID-19 on companies is evolving rapidly and its operations.
There will be a wide range of factors to consider, including travel bans, restrictions on activity, government assistance and potential sources of replacement financing, financial health of suppliers and customers and their effect on expected profitability and other key financial performance ratios including information that shows whether there will be sufficient liquidity to continue to meet obligations when they come due.
Based on the assessment of the current economic environment, potential customer demands and sales trends, and the negative impact from COVID-19 outbreak and spread, we believe that the real estate market will continue to be uncertain in the coming periods.
Note 3. Summary of Significant Accounting Policies
Estimates
The preparation of financial statements in conformity with generally accepted accounting principlesU.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates. Actual results couldand outcomes may differ materially from those estimates.
The estimates that we make include valuation of goodwill, the weighted average numberselection of common shares outstandingestimated useful lives of real estate, and valuation of deferred tax assets.
Fair Value Measurements
The FASB's authoritative guidance for the period. The denominator in this calculation is adjusted to reflect any stock splits or stock dividends.
When available, the measurement of the fair value of the assets or liabilities.
The carrying value of all of our other financial instrumentscash and accounts payable approximate their current fair valuesvalue because of the short-term nature of these instruments and their nature and respective maturity dates or durations.
-16-
Cash
Cash consists of highly liquid investments with original maturities of three months or less. On occasion, the Company has amounts deposited with financial institutions in excess of federally insured limits.
Real Estate Property Under Development
Real estate property consists of a residential site under development. Real estate property under development is stated at the lower of cost or fair value.
Expenditures for land development, including cost of land use rights, deed tax, pre-development costs, and engineering costs, exclusive of depreciation, are capitalized and allocated to development projects by the specific identification method.
Real estate property under development is subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets. The Company recognizes deferred taxreviewed all of its real estate projects for future losses and impairment by comparing the estimated future undiscounted cash flows for each project to the carrying value of such project.
Goodwill
Goodwill is reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business.
The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unit's carrying value is greater than its fair value, then a goodwill impairment charge is recognized for the amount in excess, not to exceed the total amount of goodwill allocated to that reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If determined to be impaired, an impairment charge is recorded as a general and administrative expense within the Company's consolidated statement of operations.
Right of Use Assets and Lease Liabilities
The Company adopted ASU 2016-02 which amended the previous guidance for lease accounting and related disclosure requirements. The new guidance requires the recognition of right-of-use assets and lease liabilities on the balance sheet for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain to be exercised. Lessees are required to classify leases as either financing or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease.
The Company elected to utilize the package of practical expedients in ASC 842-10-65-1(f) that, upon adoption of ASU 2016-02, allows entities to (1) not reassess whether any expired or existing contracts contain leases, (2) retain the classification of leases (e.g., operation or finance lease) existing at the date of adoption and (3) not reassess initial direct costs for any existing leases.
The Company adopted ASU 2016-02 using the modified retrospective method, and accordingly, the new guidance was applied to leases that existed as of September 30, 2020. The adoption of ASU 2016-02 did not have a material impact on the Company's balance sheet, results of operations or cash flows. The Company leases a vehicle used for business. The lease expires in August 2023.
Distinguishing Liabilities from Equity
The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity, to classify certain convertible instruments. The Company first determines whether a financial instrument should beclassified as a liability. The Company determines a liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares.
The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, "Distinguishing Liabilities from Equity," and ASC 815.
-17-
Income Taxes
Deferred income tax assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred taxand liabilities and assets are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the financial statement carrying amounts and tax basesbasis of assets and liabilities usingand their respective financial reporting amounts measured at the current enacted ratestax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized.
When assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The realization of deferred tax assets is dependent upon the generation of sufficient taxable income in effectfuture periods and in the yearsjurisdictions in which those temporary differences become deductible. The Company records a valuation allowance when it determines it is more likely than not that a portion of the deferred tax assets will not be realized.
The accounting for deferred taxes is based upon estimates of future results. Differences between the anticipated and actual outcomes of these future results could have a material impact on the Company's consolidated results of operations or financial position. Also, changes in existing federal and state tax laws and tax rates could affect future tax results and the valuation of the Company's deferred tax assets and liabilities.
Interest and penalties related to unrecognized tax benefits are recognized in the consolidated financial statements as a component of income tax expense. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a quarterly basis. The evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in increases or decreases in the Company's income tax expense in the period in which the differenceschange is made.
Earnings (Loss) Per Share
Basic and diluted earnings (loss) per common share is calculated using the weighted average number of common shares outstanding during the period. The Company's convertible notes are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company's losses during those periods.
Business Combinations
The September 30, 2020 consolidated financial statements present the combined operations of Ameritrust and Gryphon beginning on March 25, 2020, which is the date a Change of Control effected a new beginning of period.
Pending Accounting Standards
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"), which amends disclosure requirements on fair value measurements in Topic 820. This amendment modifies the valuation process of fair value measurements by removing the disclosure requirements for the valuation processes for Level 3 fair value measurements, clarifying the timing of the measurement uncertainty disclosure, and including the changes in unrealized gains and losses for recurring Level 3 fair value measurements in other comprehensive income if held at the end of the reporting period. It also allows the disclosure of other quantitative information in lieu of the weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and should be applied prospectively for the most recent period presented in the initial fiscal year of adoption. The Company is currently evaluating the impact that this guidance will have on the Company's results of operations, financial position and cash flows.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which modifies ASC 740 to reduce complexity while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 is effective for the Company for interim and annual reporting periods beginning after December 15, 2021. The Company is currently assessing the impact of ASU 2019-12, but it is not expected to have a material impact on the Company's consolidated financial statement.
Note 4. Real Estate Property Under Development
The following is a description of the Company's significant real estate transactions during the year ended September 30, 2020:
- | Purchased 23.45 acres of land in Bedford, NY for a total purchase price of $766,210. |
Each quarter, the Company reviews the performance and outlook for its real estate for indicators of potential impairment and performs detailed impairment evaluations and analyses when necessary. As a result of this process, there were no real estate impairment charges for the year ended September 30, 2020. When applicable, real estate impairments and land option charges are included in cost of sales in the consolidated statement of operations.
-18-
Note 5. Right of Use Assets and Lease Liabilities
During August 2020, the Company entered into a financing lease for a vehicle. The lease requires monthly payments of $1,449 over a three year term that expires in August 2023.
Most leases contain renewal options for varying periods, which are at the Company's sole discretion and included in the expected lease term if they are reasonably certain of being exercised. Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate to determine the present value of the lease as the rate implicit in the lease is typically not readily determinable.
Operating lease Right of Use Assets and Lease Liabilities were as follows for the year ended September 30, 2020:
Right of Use Assets: | ||
Operating Right of Use Asset | $ 50,715 | |
Right of Use Liabilities: | ||
Operating Lease Liability | $ 50,715 | |
As of September 30, 2020, operating lease maturities are as follows:
Period Ending September 30, | |
2021 | $ 17,388 |
2022 | 17,388 |
2023 | 15,939 |
$ 50,715 |
Note 6. Fair Value Measurements
The Company measures goodwill at fair value on a non-recurring basis when events and circumstances indicate that the carrying value is not recoverable.
No such assets or liabilities were required to be measured at fair value on a recurring basis at September 30, 2020 and 2019.
Note 7. Equity
Common and Preferred Stock – Authorized
In July 2020, the Articles of Incorporation of the Company were amended in the State of Nevada to authorize 410,000,000 shares of capital stock of which 400,000,000 shares were designated as common stock with a par value of $0.01 per share and 10,000,000 shares were designated as preferred stock with a par value of $0.01 per share. The shareholders also approved a 10-1 reverse stock split and uponrecapitalization of its stock.
Subsequent to the possible realizationmerger of Ameritrust and Gryphon in August 2020, the Company has authorized capital stock consisting of an unlimited number of shares of common stock and an unlimited number of shares of preferred stock.
Therefore, as of September 30, 2020, the Company is authorized to issue unlimited shares of common stock with a par value of $0.01 and unlimited shares of preferred stock with a par value of $0.01.
As of September 30, 2019, the Company was authorized to issue 400,000,000 of common stock with a par value of $0.0001. The Company had no authorized shares of preferred stock.
Common and Preferred Stock – Issued and Outstanding
At September 30, 2020 and 2019, there were 26,767,818 and 267,675,000 shares of common stock issued and outstanding, respectively.
At September 30, 2020 and 2019, there were no shares of preferred stock issued and outstanding.
-19-
Note 8. Income Taxes
Significant components of the Company's deferred tax assets are as follows:
September 30, 2020 | September 30, 2019 | |||||
Deferred tax assets: | ||||||
Net operating loss carryforwards | $ | 231,785 |
| $ | 157,667 | |
Total deferred tax assets | 231,785 | 157,667 | ||||
Less: valuation allowance |
| (231,785) |
| (157,667) | ||
Net deferred tax asset | $ | - | $ | - | ||
The net increase in the valuation allowance for deferred tax assets was $76,459 for the year ended September 30, 2020, due to the increased accumulated deficit. The Company evaluates its valuation allowance on an annual basis based on projected future operations. When circumstances change and this causes a change in management's judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.
For federal income tax purposes, the Company has net U.S. operating loss carry forwards at September 30, 2020 available to offset future federal taxable income, if any, of $900,484. The majority of loss carry forwards will expire by the fiscal year ended September 30, 2039.
Accordingly, there is no current tax expense for the years ended September 30, 2020 and 2019.
The utilization of the tax net operating loss carry-forwards. Additionally,carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock.
The effects of state income taxes were insignificant for the years ended September 30, 2020 and 2019.
The following is a reconciliation between expected income tax benefit and actual, using the applicable statutory income tax rate of 26% and 21% for the years ended September 30, 2020 and 2019, respectively:
2020 | 2019 | |||||
Income tax benefit at statutory rate | $ | 195,056 | $ | 7,594 | ||
Change in valuation allowance |
| (195,056) |
| (7,594) | ||
$ | - | $ | - | |||
As of September 30, 2020, the Company does not believe that it has taken any tax positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next twelve months. As of September 30, 2020, the Company's income tax returns generally remain open for examination for three years from the date filed with each taxing jurisdiction.
Note 9. Related Party
Gryphon Resources, Inc.
As of September 30, 2020, due to agreements executed as part of the Change of Control, the debt due to the former legal custodian of Gryphon in the amount of $31,988 was forgiven. Therefore, as of September 30, 2020, the Company has not recognized any amount$0 in promissory notes payable and interest payable to the former legal custodian.
From September 2018 to June 2020, the Company incurred related party payables of $7,000 to an entity related to the legal custodian of Gryphon for professional fees. On March 31, 2019, $4,000 of this balance was converted into a tax position taken or expectedpromissory note payable bearing interest at an annual rate of 10%. In June 2020, $3,000 was converted into a non-interest bearing promissory note payable. As of September 30, 2020, this debt was forgiven during the Change of Control.
In December 2019, Gryphon issued a $7,247 promissory note payable related to be takenthe legal custodian of Gryphon. This note is non-interest bearing and is payable on its tax return, ordemand. As of September 30, 2020, this debt was forgiven during the Change of Control.
In September 2019, Gryphon issued a $3,500 promissory note payable related to the legal custodian of Gryphon. This note is non-interest bearing and is payable on demand. As of September 30, 2020, this debt was forgiven during the Change of Control.
In July 2019, Gryphon issued a $2,150 promissory note payable related to the legal custodian of Gryphon. These notes bear interest at an annual rate of 10% and are payable on demand. As of September 30, 2020, this debt was forgiven during the Change of Control.
-20-
In June 2019, Gryphon issued a $5,000 promissory note payable and a $354 promissory note payable related to the legal custodian of Gryphon. These notes bear interest at an annual rate of 10% and are payable on demand. As of September 30, 2020, this debt was forgiven during the Change of Control.
In March 2019, Gryphon issued a $4,000 promissory note payable and a $2,794 promissory note payable related to the legal custodian of Gryphon. These notes bear interest at an annual rate of 10% and are payable on demand. As of September 30, 2020, this debt was forgiven during the Change of Control.
In January 2019, 150,000,000 shares of Gryphon common stock were issued in exchange for anythe cancellation of debt, $21,161 in convertible notes payable, and accrued interest or penalties.
In January 2019, Gryphon issued a $10,000 convertible note payable to an entity related to the appropriatenesslegal custodian of livesGryphon. This note bears interest at an annual rate of 10% and recoverability of unamortized balances through measurement of undiscounted operation cash flows on a basis consistent with accounting principles generally accepted in the United States of America.
In December 2018, Gryphon issued a $5,000 convertible note payable to an entity related to the legal custodian of Gryphon. This note bears interest at an annual rate of 10% and is convertible to common shares of Gryphon at $0.0001 per share. In connection with this note, Gryphon recognized a beneficial conversion feature of $5,000, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance. This beneficial conversion feature was accreted to interest expense during the year ended September 30, 2019. As of September 30, 2019, this note had been converted and $0 of the principal balance and accrued interest was outstanding on the note payable.
Ameritrust Corporation
At September 30, 2020, the majority shareholder, Director and CEO, Mr. Lee, paid the Company's legal fees and stock transfer agent fees which are maintained in United States dollarsoffset by amounts he owes the Company. The net related party accounts receivable balance as of September 30, 2020 amounts to $5,992, and thisis non-interest bearing.
Note 10. Change of Control and Common Control Merger
Change of Control
In March 2020, a Change of Control of the Company resulted from a private transaction where 142,500,000 shares of common stock representing an ownership interest of approximately 53% was purchased by Mr. Seong Y. Lee. The consideration for the shares was $0.0028 per share. The source of cash consideration for the shares was personal funds of Mr. Lee.
The following is the Company’s functionalfair value of the assets acquired and reporting currency. Transactions denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recordedliabilities assumed in the StatementsChange of Operations:
Assets | ||
Goodwill | $ 786,136 | |
Total Assets | 786,136 | |
Liabilities | ||
Accounts Payable | 1,159 | |
Accounts Payable - Related Party | 28,018 | |
Total Liabilities | 29,177 | |
Net Assets | $ 756,959 | |
Consideration | ||
Cash | $ 400,000 | |
| Fair value of noncontrolling interest | $ 356,959 | |
$ 756,959 |
-21-
Change of cash on hand and demand deposits in banksControl
In August 2020, Ameritrust Corporation, a Wyoming Corporation ("Ameritrust") merged with an initial maturity of 90 days or less.
For accounting purposes, the transaction was accounted for as a common control merger because Mr. Lee owns the purpose of developmentmajority of the L.G. Property), based onstock outstanding and his management team holds all key positions in the management of the combined company.
The following schedules:
Assets | |||
Cash | $ 3,252,771 | ||
Due to Shareholder | 84,558 | ||
Investment BeeSpoke Capital LLC | 65,000 | ||
Property and Equipment, net | 766,210 | ||
Total Assets | 4,168,539 | ||
Liabilities | |||
Total Liabilities | - | ||
Net Assets | $ 4,168,539 |
Note 11. Material Agreements
Blue Diamond Ranch
In July 2020, the Company entered into a purchase agreement to acquire certain land near Ely, Nevada, including equipment, grazing permits and mineral rights, for approximately $15,000,000. It paid an escrow deposit of $500,000, with approximately $14,500,000 due to the seller at closing. Under the agreement, the deposit is forfeited if due diligence is not completed by December 1, 2020. The Company failed to close the transaction, and forfeited the $500,000 deposit.
Beespoke Capital Colorado, Inc.
In October 2019, before the change in control, the Company purchased the assets of Beespoke Capital Colorado, a broker-dealer firm ("Beespoke"). Subsequently, the licenses of Beespoke issued by the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities and Exchange Commission ("SEC") expired and the principal officer of Beespoke resigned. The Company's current management is in the process of renewing such licenses. The Company converted Beespoke from a limited liability company to a corporation and changed its domicile from Colorado to Connecticut. Pending renewal of regulatory licenses, Beespoke is inactive.
Note 12. Concentration of Credit Risk
The Company relies heavily on the support of its Chairman and majority shareholder. A withdrawal of this support, for any reason, would have a material adverse effect on the Company's financial position and its operations.
Note 13. Subsequent Events
The Company has evaluated subsequent events through the date on which the consolidated financial statements were available to be issued.
-22-
Real Estate Asset Acquisitions
On October 20, 2020, the Company issued 7,022,387,818,000 shares of common stock to related party investors in exchange for development properties comprised of three operating companies, land and buildings. Real estate development consist of residential unit sites and commercial offices. The operating companies lease the land for the residential unit sites under land use right leases with various terms from the Peoples Republic of China (PRC) government. The following table summarizes these properties:
Acquisition Date | Description of Property | Shares Issued | |
October 20, 2020 | Beijing Meixin Fortune Plaza | 483,002,832,900 | |
October 20, 2020 | Shenzhen Meixin Fortune Plaza | 483,002,832,900 | |
October 20, 2020 | Shanghai Meixin Fortune Plaza | 477,337,110,500 | |
October 20, 2020 | Guangzhou Meixin Fortune Plaza | 413,597,733,700 | |
October 20, 2020 | Hangzhou Meixin Fortune Plaza | 407,932,011,300 | |
October 20, 2020 | Liaoning Zhongshuiyatian Industry Co. | 355,966,666,600 | |
October 20, 2020 | Shenyang Meixin Fortune Plaza | 311,614,730,900 | |
October 20, 2020 | Chongqing Meixin Fortune Plaza | 308,781,869,700 | |
October 20, 2020 | Tianjin Meixin Fortune Plaza | 308,781,869,700 | |
October 20, 2020 | Chengdu Meixin Fortune Plaza | 252,124,645,900 | |
October 20, 2020 | Nanjing Meixin Fortune Plaza | 229,461,756,400 | |
October 20, 2020 | Xi'an Meixin Fortune Plaza | 223,796,034,000 | |
October 20, 2020 | Sanya Meixin Fortune Plaza | 223,796,034,000 | |
October 20, 2020 | Fuzhou Meixin Fortune Plaza | 195,467,422,100 | |
October 20, 2020 | Wuhan Meixin Fortune Plaza | 195,467,422,100 | |
October 20, 2020 | Kunming Meixin Fortune Plaza | 174,220,963,200 | |
October 20, 2020 | Changsha Meixin Fortune Plaza | 174,220,963,200 | |
October 20, 2020 | Taiyuan Meixin Fortune Plaza | 152,974,504,200 | |
October 20, 2020 | Harbin Meixin Fortune Plaza | 152,974,504,200 | |
October 20, 2020 | Jinan Meixin Fortune Plaza | 152,974,504,200 | |
October 20, 2020 | Hefei Meixin Fortune Plaza | 152,974,504,200 | |
October 20, 2020 | Zhengzhou Meixin Fortune Plaza | 152,974,504,200 | |
October 20, 2020 | Guiyang Meixin Fortune Plaza | 152,974,504,200 | |
October 20, 2020 | Changchun Meixin Fortune Plaza | 150,141,643,100 | |
October 20, 2020 | Lanzhou Meixin Fortune Plaza | 150,141,643,100 | |
October 20, 2020 | Nanning Meixin Fortune Plaza | 141,643,059,500 | |
October 20, 2020 | Fushun Bank Co., Ltd | 141,170,915,900 | |
October 20, 2020 | Yinchuan Meixin Fortune Plaza | 128,895,184,100 | |
October 20, 2020 | Liaoning Pacific Industry Co., Ltd | 50,821,529,700 | |
October 20, 2020 | Panjin Real Estate Co., Ltd | 42,351,274,700 | |
October 20, 2020 | Fushun Fortune Plazza Real Estate Co,.Ltd | 42,351,274,700 | |
October 20, 2020 | Shenyang Haojingxiang Real Estate Co., Ltd | 35,292,729,000 | |
October 20, 2020 | Liaoning Zhongshuiyatian Industry Co., Ltd. | 1,916,902,700 | |
October 20, 2020 | Bank of Fushun Co., Ltd | 472,143,500 | |
October 20, 2020 | Liaoning Medical Center at | 198,300,300 | |
October 20, 2020 | Liaoning Pacific Industry Co., Ltd | 169,971,600 | |
October 20, 2020 | Panjin Real Estate Co., Ltd | 141,643,000 | |
October 20, 2020 | Fushun Fortune Plazza Real Estate Co,.Ltd | 141,643,000 | |
October 20, 2020 | Shenyang Haojingxiang Real Estate properties | 118,035,800 | |
Shares issued in exchange for properties | |||
7,022,387,818,000 | |||
The accounting treatment and related reporting associated with this transaction has paid the L.G. Option price in full, the Company will have exercised the L.G. Option and have acquired an undivided 100% right, title and interest in and to the L.G. Property, the Company will then be obligated to pay the following additional consideration to the L.G. Vendors:
On October 20, 2020, the Company had made all cash and shares payments currently due under the terms of L.G. Agreement, but had not expended the entire required amount of its first year work commitment. The L.G. Vendors have not indicated they plan to give the Company any written notice which would cause a termination of the L.G. Agreement.
-23-
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
(a) Resignation of Independent Registered Public Accounting Firm.
On November 13, 2020, Boyle CPA, LLC ("Boyle") resigned as independent registered public company created by Gryphonaccounting firm for the purposeCompany. A copy of developmentBoyle's letter, dated November 13, 2020, to the Board of the Cruce Property), basedDirectors of Ameritrust Corporation is filed as Exhibit 16.1 to this report.
The audit reports of Boyle on the following schedules:
During the Cruce Option price withinCompany's two most recent fiscal years ended September 30, 2019 and September 30, 2018 and during the time periods set forth herein,subsequent interim period (i) there were no disagreements with Boyle on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Boyle's satisfaction, would have caused Boyle to make reference to the Cruce Agreement will terminate 30 days aftersubject matter of the Cruce Vendors givedisagreement in connection with its reports, and (ii) there were no "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Boyle with a copy of the disclosures in this report prior to filing with the Securities and Exchange Commission (the "SEC"). A copy of Boyle's letter, dated February 9, 2021 , to the SEC, stating whether it agrees with the statements made in this report, is filed as Exhibit 16.2 to this report.
(b) Engagement of New Independent Registered Public Accounting Firm.
On January 6, 2021, the Company written notice of such failure (during which timeengaged Somerset CPAs, LLC ("Somerset") as the Company may deliver or spend the consideration overdue, and therefore maintain the Cruce Agreement in good standing). As of the date of these financial statements, the Company had made all shares payments currently due under the terms of Cruce Agreement and had expended the entire required amount of its first year work commitment. The Company met it first scheduled cash installment of $40,000 to the Cruce Vendors, but is currently late on its second scheduled cash installment of $50,000 which was due by November 30, 2011. The Cruce Vendors have not indicated they plan to give the Company any written notice which would cause a termination of the Cruce Agreement.
During the two most recent fiscal years ended September 30, 2019 and September 30, 2018 and during the subsequent interim period from October 1, 2019 through January 6, 2021, neither the Company issued 2,450,000 sharesnor anyone on its behalf consulted Somerset regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Somerset concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a "disagreement" or a "reportable event," each as defined in Regulation S-K Item 304(a)(1)(v), respectively. Somerset CPAs, PC served as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ended September 30, 2020. Boyle CPA, LLC served as our independent registered public accounting firm to audit our financial statements for the fiscal year ended September 30, 2019 and reviewed our quarterly financial statements through June 30, 2020. To the knowledge of management, neither such firm nor any of its common stockmembers has any direct or material indirect financial interest in a private offering at $0.02 per share for total proceedsus or any connection with us in any capacity otherwise than as independent accountants.
ITEM 9.A CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of $49,000.
| Year Ending | Estimated NOL Carry-forward | NOL Expires | Estimated Tax Benefit from NOL | Valuation Allowance | Net Tax Benefit | |||||||||||||||
| 2006 | $ | (1,243 | ) | 2026 | $ | 435 | $ | (435 | ) | $ | — | |||||||||
| 2007 | $ | (47,972 | ) | 2027 | $ | 16,790 | $ | (16,790 | ) | $ | — | |||||||||
| 2008 | $ | (75,571 | ) | 2028 | $ | 26,450 | $ | (26,450 | ) | $ | — | |||||||||
| 2009 | $ | (125,780 | ) | 2029 | $ | 44,023 | $ | (44,023 | ) | $ | — | |||||||||
| 2010 | $ | (57,322 | ) | 2029 | $ | 20,063 | $ | (20,063 | ) | $ | — | |||||||||
| 2011 | $ | (353,621 | ) | 2029 | $ | 123,767 | $ | (123,767 | ) | $ | — | |||||||||
| $ | (661,509 | ) | $ | 231,528 | $ | (231,528 | ) | $ | — | |||||||||||
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We conducted an evaluation of 1933, as amended,the effectiveness of the design and the Company did not engage in any general solicitation or advertising regarding this offering
The evaluation of our Disclosure Controls included a review of the controls' objectives and design, our implementation of the controls and the effect of the controls on the definitioninformation generated for use in this Annual Report. Throughout the course of "disclosure controls and procedures" in Rule 13a-15(e). The Company's disclosure controls and procedures are designed to provide a reasonable levelour evaluation of assurance of reaching the Company's desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying officer has concluded that the Company's disclosure controls and procedures are ineffective in reaching that level of assurance.
-24-
INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management identified the following control deficiencies: (1) The Company has not properly segregated duties as one or two individuals initiate, authorize,is responsible for establishing and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding themaintaining adequate internal control system. The Company does not believe that thisover financial reporting; as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.
Our internal control deficiency has resulted in deficientsystem was designed to provide reasonable assurance regarding the reliability of financial reporting becauseand the Chief Financial Officer is awarepreparation of his responsibilities under the SEC's reporting requirements and personally certifies the financial reports; (2) The Company has installedstatements for external purposes, in accordance with generally accepted accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trailprinciples. Because of entries made in the accounting software. Accordingly, while the Company has identified certain material weaknesses in itsinherent limitations, a system of internal control over financial reporting it believesmay not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that it has taken reasonable stepscontrols may become inadequate due to ascertainchange in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, including our principal executive officer and principal accounting officer, conducted an evaluation of the effectiveness of our internal control over financial information containedreporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in this reportInternal Control—Integrated Framework.
Based on our evaluation, our management concluded that there is a material weakness in accordanceour internal control over financial reporting. The material weakness relates to the fact that our management is relying on external consultants for purposes of preparing its financial reporting package; however, the officers may not be able to identify errors and irregularities in the financial reporting package before its release as a continuous disclosure
document.
We engage an outside CPA with generally accepted accounting principles. ManagementSEC related experience to assist in correction of these material weaknesses. In addition, we continue to appoint an accountant to provide financial statements on a monthly basis and to
assist with the preparation of our SEC financial reports, which allows for proper segregation of duties as well as additional manpower for proper documentation.
Because of the material weakness described above, management concluded that, as of September 30, 2020 our internal control over financial reporting was not effective based on the criteria established in Internal Control-Integrated Framework issued by COSO. There has determinedbeen no change in our internal controls that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.
This annual reportAnnual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the Securities Exchange CommissionSEC that permit the Companysmaller reporting companies to provide only management's report in this annual report.
This report shall not be deemed to be filed for purposes of Section 18 of the Company’s fiscal year ended September 30, 2011,Securities Exchange Act of 1934, or otherwise subject to the Certifying Officers reviewed our liabilities of that section, and is not incorporated by reference into any filing of the
Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
No changes have occurred in the Company's internal controlcontrols over financial reporting
ITEM 9B.9.B OTHER INFORMATION
None.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS,OFFICERS, AND CORPORATE GOVERNANCE
Our directorsBoard of Directors
The following table sets forth the name, age, position and officers,office term of each executive officer and director of the Company.
2020 | ||||||
Name | Position | Age | Director Since | |||
Seong Y. Lee* | Director and Chairman | 68 | 2020 | |||
*The address for Mr. Lee is 66 Glenbrook Road, Suite T327, Stamford, CT 06902. | ||||||
Seong Y. Lee
Mr. Seong Yeol Lee, 68, is the owner of Liaoning Cornell Co., LTD, a company located at 101-A 8 Xinli Street, Xicheng District, Yingkou City, Liaoning Province, China and he has served as its Chairman and Chief Executive Officer since April 18, 2018. Mr. Lee is also the owner of September 30, 2011, wereLiaoning Mt. Sinai General Hospital located in Yingkou City, Liaoning Province, China, and he has served as set forth below. The directors hold officeits Chairman, since its founding on June 8, 2018. From 2002 until 2003, Mr. Lee was the Chief Professor of the International Investment Banking Department of Haidian University, located in Beijing, China. From 1996 to 2002, Mr. Lee served as the Chairman and President, as well as Financial, Professional and International Insurance Specialist for their respective termAmeritrust Securities, Inc. located in Torrington, Connecticut. From 1996 to 2001, Mr. Lee was employed as an Actuarial Systems Analyst, Broker of Life, Health, Property and until their successors are duly electedCasualty Insurance, and qualified. Vacanciesacted as an English and Korean Interpreter for the State of Connecticut Court System. Mr. Lee is also a Grand Master of Taekwondo and he has the following professional designations and qualifications: EGSP, RIA, CHFC, CIF, CFS. Mr. Lee also served as the USA Export Import Bank's Delegate Authority and Project Financier.
Mr. Lee graduated from Computer Processing Institute, located in East Hartford, Connecticut where he majored in computer programming and received his Computer Programmer Analyst Certificate in 1986. From 1987 to 1989, Mr. Lee studied Accounting and Finance at the University of Hartford in Hartford, Connecticut.
Our Executive Officers
We designate persons serving in the Board are filled by a majority vote of the remaining directors.following positions as our named executive officers: our chief executive officer and secretary. The officers serve at the will of thefollowing table sets forth information regarding our executive officers.
Name | Principal Occupation | Age | Officer Since | |||
Seong Y. Lee | Chief Executive Officer and Chairman | 68 | 2020 | |||
Jong Sun Kim | Secretary | 60 | 2020 |
Mr. Lee's biographical summary is included under "Our Board of Directors."
Jong Sun Kim
From 1999 to 2016, Ms. Jong Sun Kim worked as a licensed practical nurse and team leader at Cheongdam Cosmetic Hospital located in Seoul, South Korea. From 2016 to 2018, Ms. Kim served as Assistant Secretary General for Ameritrust Corporation in the United States. From 2018 to the present, Ms. Kim worked as Secretary General for Ameritrust Corporation in South Korea. Ms. Kim served as General Manager for Beespoke Capital, Inc. in Seoul South Korea from March 1, 2020 to the present. Ms. Kim received a pastor certificate from Korea Presbyterian Theological Seminary in 2011.
-26-
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The termfollowing table sets forth information concerning the compensation of the directors listed below isour principal executive officer, our principal financial officer and each one year.
Fiscal | Salary ($) | All Other Compensation ($) | Total ($) | ||||
Name and | Year | ||||||
Seong Y. Lee | 2020 | $ - | $ - | $ - | |||
(Chief Executive Officer, Chairman and | 2019 | $ - | $ - | $ - | |||
Director, effective April 15, 2020) | |||||||
Jong Sun Kim | 2020 | $ - | $ - | $ - | |||
(Secretary, effective July 31, 2020) | 2019 |
$ - | $ - | |||||||||||||
$ - | ||||||||||||||
Anthony Lombardo | 2020 | $ - | $ - | $ - | ||||||||||
(Principal Chief Executive Officer, | 2019 | $ - | $ - | $ - | ||||||||||
Chief Financial Officer, Secretary | ||||||||||||||
* Mr. Lombardo retired from the Board on November 4, 2020. | ||||||||||||||
Employment Agreements
The Company does not have an employment agreementagreements with any of its President & CEOofficers or directors and there isare no policyemployees.
Directors Compensation
No director received compensation for services rendered in place which createsany capacity to us during the fiscal years ended September 30, 2020 or 2019.
Indemnification of Directors and Officers
Our Articles of Incorporation, as amended and restated, and our Bylaws provide for mandatory indemnification of our officers and directors, except where such person has been adjudicated liable by reason of his negligence or willful misconduct toward the Company in the performance of his duties as such officer or director. Our Bylaws also authorize the purchase of director and officer liability insurance to insure them against any liability asserted against or incurred by such person in that capacity or arising from such person's status as a relationship between corporate performancedirector, officer, employee, fiduciary, or agent, whether or not the corporation would have the power to indemnify such person under the applicable law.
Compensation Committee Interlocks and executiveInsider Participation
We have not established a compensation committee. We are not currently subject to any law, rule or director compensation.
-27-
ITEM 12. SECURITY OWNERSHIPOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, each person known by us to beas of September 30, 2020, the beneficial ownernumber of five percent or moreshares of the Company’s Common Stock owned of record and all suchbeneficially by executive officers, directors and persons as a group. Each person has sole voting and investment power with respect towho beneficially own more than 5% of the shares shown.
Security Ownership of Certain Beneficial Owners | |||
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class (1) |
Common Stock | Alan Muller 1313 East Maple Street, Suite 201-462 Bellingham, Washington, USA 98225 | 48,750,000 | 41.5% |
Common Stock | Alden Worldwide, Inc. PH Plaza, 2000 Building 50th ST 16 FL Panama City, Panama | 18,700,000 | 15.9% |
| Common Stock | All Included Persons as a Group | 67,450,000 | 57.4% |
Security Ownership of Certain Beneficial Owners | |||
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class (1) |
| Common Stock | Alan Muller President & CEO, CFO, PAO, Secretary & Treasurer, Director and Board Chair 1313 East Maple Street, Suite 201-462 Bellingham, Washington, USA 98225 | 48,750,000 | 41.5% |
| Common Stock | All Directors & Officers as a Group | 48,750,000 | 41.5% |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,TRANSACTIONS, AND DIRECTOR INDEPENDENCE
In March 2020, a Change of Control of the Company resulted from a private transaction whereby 142,500,000 shares of common stock, representing approximately 53% of the outstanding shares, was purchased by Mr. Seong Y. Lee. Mr. Lee became CEO and Others
In January 2019, the Company issued 150,000,000 shares in connection with the conversion of three convertible notes held by Tourmeline Ventures, Inc., a company owned by the independent auditors.CEO and principal shareholder of the former Custodian of the Company. The Boardnote was issued to evidence advances s made by Tourmeline Ventures, Inc. to assist the Custodian in bringing the Company in compliance with its filing obligations, consistent with a Court Order appointing the Custodian. The convertible notes payable bore simple interest at a rate of Directors annually approves10% per annum. As of the scope and fee estimatesdate that the notes were converted, they represented $20,955 in principal such that together with interest of $206 the total purchase price for the year-end audit to be performedshares was $21,161; accordingly, the total consideration paid for the 150 million shares on conversion was $21,161 or $0.00141 per share. In addition, Tourmeline Ventures, Inc. advanced additional funds required by the Corporation’s independent auditorsCustodian for additional expenses of the Company as part of the expenses of the custodianship. These funds were advanced under four promissory notes that bear simple interest at 10% per annum and total $12,418.
Other than as described herein, none of our directors or executive officers, nor any person who beneficially owns, directly or indirectly, shares carrying more than five percent of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction during the last fiscal year.
We do not have a specific policy or procedure for the fiscal year. With respect to other permitted services, the Boardreview, approval, or ratification of Directors pre-approves specific engagements, projectsany transaction involving related persons. We historically have sought and obtained funding from officers, directors, and family members as these categories of services on a fiscal year basis, subject to individual projectpersons are familiar with our management and annual maximums. To date, the Company has not engaged its auditors to perform any non-audit related services.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
INDEPENDENT PUBLIC ACCOUNTANTS
PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table presents aggregate fees billed for the last two fiscal years for professional services rendered by Somerset CPAs, PC and Boyle CPA, LLC for the principal accountantyears ended September 30, 2020 and September 30, 2019.
2020 | 2019 | |||||
Audit fees | $ | 100,000 | $ | 1,500 | ||
Tax fees |
| 0 |
| 0 | ||
Total fees | $ | 100,000 | $ | 1,500 | ||
-28-
Audit Fees
There were no audit fees incurred during the year ended September 30, 2020. Management engaged Somerset CPAs PC in 2021 to audit 2020. Audit fees of $1,500 for the year ended September 30, 2019 consist of the aggregate fees billed by Boyle CPA, LLC for the audit of the Company’s annual financial statements included in our Annual Report on Form 10-K and review of interim financial statements included in the Company’squarterly reports on Form 10-Qs, or services that are normally provded by10-Q during the accountant in connection with statutorynine months ended June 30, 2020 and regulatory engagements for those fiscal years was:
Tax Fees
There were no fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, andor tax planning was:
All Other Fees
There were no other fees billed in each of the last two fiscal yearsby Boyle CPA, LLC or Somerset CPAs, PC for the productsyears ended September 30, 2020 and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTSTATEMENT SCHEDULES
(a) The following documents are filed as a part of this Form 10-K:
1. Consolidated Financial Statements
The following consolidated financial statements are included in Part II, Item 8 of this Form 10-K:
- | Report of | |
- | Consolidated Balance Sheets as of | |
- | Consolidated Statements of Operations for the Years Ended September 30, 2020 and 2019 | |
- | Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended September 30, 2020 and 2019 | |
- | Consolidated Statements of Cash Flows for the Years Ended September 30, 2020 and 2019 | |
- | ||
| Statements |
2. Exhibits
The Exhibits listed in the requirementsExhibit Index, which appears immediately following the signature page, are incorporated herein by reference, and are filed as part of Section 13this Form 10-K.
3. Financial Statement Schedules
Financial statement schedules are omitted because they are not required or 15(d) ofare not applicable, or the Securities Exchange Act of 1934,required information is provided in the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
-29-
SIGNATURES
Pursuant to the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
AMERITRUST CORPORATION
/s/ Alan Muller
Seong Y. Lee
Chief Executive Officer and Director
Dated: February 12, 2021
EXHIBITS
Purchase Agreement for Beespoke Capital | |
Agreement of Sale for Bedford, New York Property | |
Blue Diamond Purchase and Sales Agreement | |
Share Exchange Agreement Liaoning Zhongshuiyatian Industry Co., Ltd. | |
Resignation Letter from Boyle CPA, LLC, dated November 13, 2020, to the Board of Directors of Ameritrust Corporation | |
Letter from Boyle CPA, LLC, dated February 9, 2021 , to the Securities and Exchange Commission | |
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
Certification of Principal Financial Officer CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
Certification of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101 | XBRL Extension Exhibits |
-30-
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Seong Y. Lee, certify that:
1. I have reviewed this annual report on Form 10-K of Ameritrust Corporation;
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. The registrant's other certifying officer(s) and I are 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 13-a-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, including its consolidated subsidiaries, is made known to us by others within those entities, 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. The registrant's other certifying officer(s) and I have disclosed, based on our 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 functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable 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 involved management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: February 12, 2021
/s/ Seong Y. Lee
Seong Y. Lee
Chief Executive Officer (Principal Executive Officer
-31-
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Seong Y. Lee, certify that:
1. I have reviewed this annual report on Form 10-K of Ameritrust Corporation;
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. The registrant's other certifying officer(s) and I are 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 13-a-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, including its consolidated subsidiaries, is made known to us by others within those entities, 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. The registrant's other certifying officer(s) and I have disclosed, based on our 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 functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable 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 involved management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: February 12, 2021
/s/ Seong Y. Lee
Seong Y. Lee
Chief Executive Officer (Principal Financial Officer,
-32-
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Annual Report on Form 10-K of Ameritrust Corporation (the "Company") for the year ending September 30, 2020, I, Seong Y. Lee, Chief Executive Officer Secretaryof the Company hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and Treasurer,
1. Such Annual Report on Form 10-K for the fiscal year ending September 30, 2020, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and Board Chair
2. The information contained in such Annual Report on Form 10-K for the year ending September 30, 2020 fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: December 27, 2011
Ameritrust Corporation
By: /s/ Seong Y. Lee
Seong Y. Lee
Chief Executive Officer (Principal Executive Officer)
-33-
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Annual Report on Form 10-K of Ameritrust Corporation (the "Company") for the year ending September 30, 2020, I, Seong Y. Lee, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
1. Such Annual Report on Form 10-K for the fiscal year ending September 30, 2020, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in such Annual Report on Form 10-K for the year ending September 30, 2020 fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: February 12, 2021
Ameritrust Corporation
By: /s/ Seong Y. Lee
Seong Y. Lee
Chief Executive Officer (Principal Financial Officer)
-34-