The Company’s ability to continue as a going concern is an issue due to its net losses and negative cash flows from operations, and its need for additional financing to fund future operations. Management plans to identify commercial opportunities and to obtain necessary funding from outside sources. There can be no assurance that such funds, if available, can be obtained on terms reasonable to the Company. The accompanying notes to financial statements are an integral part of these financial statements

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Basis of significant accounting policies is presented to assist in understanding Gryphon’s financial statements. Presentation

The accompanying unaudited interim financial statements as of June 30, 2020, and notes are representations offor the Company’s management, who is responsible for their integritynine months ended June 30, 2020 and objectivity. These2019 have been prepared in accordance with accounting policies conform toprinciples generally accepted for interim financial statement presentation and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America and have been consistently appliedfor complete financial statement presentation. They should be read in conjunction with the preparationCompany’s annual report on Form 10-K for the year ended September 30, 2019. In the opinion of management, the financial statements which are stated in U.S. Dollars.

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 disclosureexpenses during the reporting period. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from the estimates as additional information becomes known.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with original maturities of contingentnine months or less. On occasion, the Company has amounts deposited with financial institutions in excess of federally insured limits. 

 Fair Value of Financial Instruments

The Company measures certain financial assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

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GRYPHON RESOURCES, INC. 

 NOTES TO FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

Note 3.  Summary of Significant Accounting Policies (continued)

Income Taxes

Deferred income tax liabilitiesassets and 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 tax 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 rates in effecttax 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.  

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the years during whichfinancial statements from such a position are measured based on the differences are expected to reverselargest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of June 30, 2020, and upon the possible realization of net operating loss carry-forwards. Additionally,2019, the Company has not recognizedrecorded any amount forunrecognized tax benefits. See Note 6. Income Taxes.

Segment Reporting

The Company’s business currently operates in one segment.

Net Loss per Share

The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. See Note 4. Net Loss Per Share.

Recently Issued Accounting Pronouncements

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a tax position taken or expected to be takensignificant impact on its tax return,financial position, results of operations, or for any interest or penalties.

Note 4. Net Loss Per Share

During the nine months ended June 30, 2020 and June 30, 2019, the Company recorded a net loss. The Company will periodically analyze its long-lived assetsdoes not have any potentially dilutive securities outstanding. Therefore, basic and diluted net loss per share is the same for potential impairment, assessing the appropriateness of lives 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.

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GRYPHON RESOURCES, INC.

On September 30, 2018 the Company issued $5,955 in convertible note payable to an entity related to the legal custodian of the Company. This note bears interest at an annual rate of 10% and is convertible to common shares of the Company’s functional and reporting currency. Transactions denominated in other than the United States dollar are translated as followsCompany at $0.0001 per share. In connection with the related transaction gains and losses being recorded in the Statements of Operations:

In December 2018, the Company issued $5,000 in convertible notes payable to continue as a going concernan entity related to the legal custodian of the Company. This note bears interest at an annual rate of 10% and is contingent upon the successful completion of additional financing arrangements and its abilityconvertible to successfully fulfill its business plan. Management plans to attempt to raise additional funds to finance the operating and capital requirementscommon shares of the Company through a combination of equity and debt financings. Whileat $0.0001 per share. In connection with the above note, the Company 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 has been converted and $0 of the principal balance and $0 accrued interest is making its best effortsoutstanding on the note payable.

In January 2019, 150,000,000 million shares were issued in exchange for the cancellations of debt, $21,161 in convertible notes payable and accrued interest to achievean entity related to the legal custodian of the Company.

In March 2019, the Company issued a $4,000 promissory note payable and a $2,794 promissory note payable to entities related to the legal custodian of the Company, at an annual rate of 10% and were payable on demand. As of June 30, 2020, this debt was forgiven during the Change of Control and $0 remains outstanding in principal and interest due.

In January 2019, the Company issued a $10,000 in a convertible note payable to an entity related to the legal custodian of the Company. This note bears interest at an annual rate of 10% and is convertible to common shares of the Company at $0.0001 per share. In connection with the above plans, there is no assurance that any such activity will generate funds that will be available for operations. The accompanying financial statements do not include any adjustments that might result fromnote, the resolutionCompany recognized a beneficial conversion feature of these matters.

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GRYPHON RESOURCES, INC. 

 NOTES TO FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

Note 5. Related Party (continued)

In June 2019, the Company madeissued a share issuance$5,000 promissory note payable and a $354 promissory note payable to entities related to the legal custodian of 100,000 shares which was valued at $0.01 per share for total deemed proceeds of $1,000. At quarter end December 31, 2011, the Company,  determinedat an annual rate of 10% and were payable on demand. As of June 30, 2020, this portiondebt was forgiven during the Change of its mineral property acquisition costs should be impairedControl and recorded an impairment loss of $1,000.

As of the following schedules:

As of June 30, 2020, the Company has $0 in promissory notes payable and $0 in intrest payable to a legal custodian of the company.

In April - June 2020, an Officer and Related Party, paid the L.G. Option price in full, the Company will have exercised the L.G. OptionCompany’s Legal fees and have acquired an undivided 100% right, title and interest in andfees to the L.G. Property,Stock Transfer Agent in the Company will then be obligated to pay the following additional consideration to the L.G. Vendors:

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 NOTES TO FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

Note 6. Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets on January 21, 2011June 30, 2020 and amendedSeptember 30, 2019 are as follows:

The net increase in the valuation allowance for deferred tax assets was $231 for the nine months ended June 30, 2020. The Company evaluates its valuation allowance on January 25, 2011,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 entered into an optionhas net U.S. operating loss carry forwards on June 30, 2020 available to purchase certain mineral exploration rightsoffset future federal taxable income, if any, of $781,219.  Accordingly, there is no current tax expense for the nine months ended June 30, 2020 and 2019.

The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a propertyresult of sales of common stock.

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GRYPHON RESOURCES, INC. 

 NOTES TO FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

Note 6. Income Taxes (continued)

The effects of state income taxes were insignificant for the nine months ended June 30, 2020 and 2019.

The following is a reconciliation between expected income tax benefit and actual, using the applicable statutory income tax rate of 21% for the nine months ended June 30, 2020 and 2019, respectively: 

The fiscal years 2012 through 2019 remain open to examination by federal authorities and other jurisdictions in Arizona, USA, namedwhich the Cruce Property from two individuals (collectivelyCompany operates.

On December 22, 2017, the “Cruce Vendors”). The Cruce Vendors each owned a 50% interestTax Cuts and Jobs Act was enacted.  This law substantially amended the Internal Revenue Code, including reducing the U.S. corporate tax rates.  Upon enactment, the Company’s deferred tax asset and related valuation allowance decreased by $110,223 to $150,334. As the deferred tax asset is fully allowed for, this change in rates had no impact on the mineral exploration rights toCompany’s financial position or results of operations.

Note 7. Subsequent Events

On July 15, 2020 the Cruce Property and heldArticles of Incorporation of the sole right, title and interest to the Cruce Property exploration rights (subject to the rights and title ofCompany were amended in the State of Arizona), free and clear of all liens and encumbrances. Through the option agreement (the “Cruce Agreement”), the Cruce Vendors granted an exclusive optionNevada to the Company to purchase a 100% undivided right, title and interest in the Cruce Vendors’ rights to the Cruce Property, and the Company acquired an option to purchase the Cruce Vendors’ rights to the Cruce Property from the Cruce Vendors, upon the terms and conditions set forth in the Cruce Agreement, as amended.

410,000,000 shares of commoncapital stock, in Gryphon (or any public company created by Gryphon for the purpose of development of the Cruce Property), based on the following schedules:

The shareholders also approved a 10-1 reverse stock split and recapitalization and they approved a change of domicile for total deemed proceeds of $1,000. These shares are deemed "restricted" securities under the Securities Act and may not be sold or transferred other than  pursuantCorporation from Nevada to an effective registration statement under the Securities Act or any exemption from the registration requirementsWyoming.  As a result of the Securities Act.

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On March 25, 2020, as a result of a private transaction, the Cruce Vendors’ rights to the Cruce Property, and the Company acquired an option to purchase the Cruce Vendors’ rights to the Cruce Property from the Cruce Vendors, upon the terms and conditions set forth in the Cruce Agreement, as amended (incorporated hereincontrol block of voting stock of Gryphon Resources, Inc. (the “Company”) represented by reference as Exhibits 10.3 and 10.4).

On April 15, 2020 the Cruce Option priceBoard of Directors of Gryphon Resources, Inc. in full,accordance with the terms of that certain stock purchase agreement dated March 6, 2020 elected to increase the number of directors on its Board from one (1) to two (2). In addition, the Board voted to elect Mr. Seong Yeol Lee, the current majority owner of the Company’s outstanding shares of common stock, director and Chief Executive Officer to fill the created position.

The Company’s year-end is September 30.

Our Business

The Company will have exercisedis being reorganized to operate in the Cruce Option and have acquired an undivided 100% right, title and interest in and to the Cruce Property, the Company will then be obligated to pay the following additional consideration:

Employees

As of the date of these financial statements,this Form 10Q, June 30, 2020, we have no employees. 

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RESULTS OF OPERATIONS

Three months Ended June 30, 2020 and June 30, 2019

The professional fees were $53,015 and $1,362, in the Company had made all shares payments currently due under the terms of Cruce Agreementthree months ended June 30, 2020 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 whichJune 30, 2019, respectively. This was due by Novemberto an increase in legal fees from business operations in 2020. General & Administrative expenses were $1,828 and $415 for the three months ended June 30, 2011. 2020 and June 30, 2019, respectively.

The Cruce Vendors have not indicated they plan to giveinterest expense was $0 and $202, in the Company any written notice which would causethree months ended June 30, 2020 and June 30, 2019, respectively.

There was no interest expense for three months ended June 30, 2020. In previous periods, we received funding from a terminationlegal custodian of the Cruce Agreement.

The L.G. Agreement areainterest expense for three months ended June 30, 2019 was related to accrued interest on promissory notes. In the three months ended June 30, 2019, we received funding from a legal custodian of interest is composedthe company. The notes had an annual rate of all lands within that area10% and were payable upon demand.As of the current date, these notes have been forgiven.

Nine months Ended June 30, 2020 and June 30, 2019

The professional fees were $56,887 and $13,369, in the Statenine months ended June 30, 2020 and June 30, 2019, respectively. This was due to anincrease in legal fees from business operations in 2020. General & Administrative expenses were $3,380 and $1,499 for the nine months ended June 30, 2020 and June 30, 2019, respectively.

The interest expense was $898 and $15,408, in the nine months ended June 30, 2020 and June 30, 2019, respectively.

The interest expense for nine months ended June 30, 2020of $898 was related to accrued interest on promissory notes. In the nine months ended June 30, 2020 we received funding from a legal custodian of Arizona described as: T5S, R23the company. The notes had an annual rate of 10% and 24E; T6S, R23, 24 and 25E; T7S, R25 and 26E; R26 and 27E; T9S, R26 and 27E; R10S, R26 and 27E and Sections 15 through 22 and 27 through 35 in T5S, R25E; Sections 6, 7, and 8, 16 through 23, and 25 through 36 in T6S, R26E; Sections 1 through 6 and 10 through 12 in T7S, R23E; Sections 1 through 18 in T7S, R24E; Sections 3 through 9, 16 through 20, and 29 through 33 in T7S, R27E; Sections 1, 2, 11through 14, 24, 25, and 36 in T8S, R25E, G&SR Mer.

The Company had also previously let lapse one other BLM lease. These areas cover approximately 90%interest expense of $15,408 for the claim areas included in the L.G. Agreement. The Company is currently reviewing whether it will re-stake these claims in the future.

Net cash used in operating activities was $13,902 for the nine months ended June 30, 2020, compared to net cash used in operating activities of $27,148 for the previous nine months ended June 30, 2019. Based on our current level of expenditures, additional funding is required to cover our operations for at least the next twelve months.

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Liquidity and analysis covers material changesCapital Resources

As of the nine months ended June 30, 2020, we had an accumulated deficit of $781,219 and cash and cash equivalents of $0.

As of the previous year ended September 30, 2019, we had an accumulated deficit of $752,042 and cash and cash equivalents of $0.

From September 2018 – June 2020, the Company incurred a related party payable in the financial conditionamount of Gryphon$7,000 to an entity related to the legal custodian of the Company for professional fees. On March 31, 2019, $4,000 of this balance was converted into a promissory note payable, bearing interest at an annual rate of 10% and On June 12, 2020, $3,000 was converted into a promissory note payable, non-interest bearing.  As of June 30, 2020, this debt was forgiven during the three month periods ended December 31, 2011Change of Control and December 31, 2010$0 remains outstanding in principal and interest.

On September 30, 2018 the Exploration Stage PeriodCompany issued $5,955 in convertible note payable to an entity related to the legal custodian of January 16, 2006the Company. This note bears interest at an annual rate of 10% and is convertible to December 30, 2011 (the “Exploration Stage”).

In December 2018, the Company issued $5,000 in convertible notes payable to an entity related to the legal custodian of the Company. This note bore interest at an annual rate of 10% and was convertible to common shares of the Company at $0.0001 per share. In connection with the above note, the Company 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 has been converted and $0 of the principal balance and $0 accrued interest is outstanding on the note payable

In January 2019, the Company issued a $10,000 convertible note payable to an entity related to the legal custodian of the Company. This note bore interest at an annual rate of 10% and was convertible to common shares of the Company at $0.0001 per share. In connection with the above note, t  he Company recognized a beneficial conversion feature of $10,000, 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 has been converted and $0 is outstanding in principal and accrued interest. 

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In January 2019, 150,000,000 million shares were issued in exchange for the cancellation of debt, $21,161 in convertible notes payable and accrued interest to an entity related to the legal custodian of the Company.

In March 2019, the Company issued a $4,000 promissory note payable and a $2,794 promissory note payable to entities related to the legal custodian of the Company, at an annual rate of 10% and were payable on demand.  As of June 30, 2020, this debt was forgiven during the change of control and $0 remains outstanding in principal and interest.

In June 2019, the Company issued a $5,000 promissory note payable and a $354 promissory note payable to entities related to the legal custodian of the Company, at an annual rate of 10% and were payable on demand. As of June 30, 2020, this debt was forgiven during the change of control and $0 remains outstanding in principal or interest.

In July 2019, the Company issued a $2,150 promissory note payable to entities related to the legal custodian of the Company. This note bore interest at an annual rate of 10% and was payable on demand. As of June 30, 2020, this debt was forgiven during the change of control and $0 remains outstanding, in principal and interest.

In September 2019, the Company issued a $3,500 promissory note payable to entities related to the legal custodian of the Company. This note was non- interest bearing and was payable on demand. As of June 30, 2020, this debt was forgiven during the change of control and $0 remains outstanding in principal or interest.

In December 2019, the Company issued a $7,247 promissory note payable to entities related to the legal custodian of the Company. This note bore interest at an annual rate of 10% and it was payable on demand. As of June 30, 2020, this debt was forgiven during the change of controland $0 remains outstanding in principal or interest.

As of the nine months ended June 30, 2020, the Company had Forgiveness of Debt in the financial statementsamount of $31,988 during the Change of Control  The debt was owed due to the legal custodian of the Company and was forgiven in this report.

In April - June 2020, an officer and related party, paid the Company’s Legal fees and fees to $28,113 for the three month period ended December 31, 2010. Expenses forStock Transfer Agent in the Exploration Stage totaled $153,749. During the current period, these expenses were comprisedamount of geologist fees. The comparative decrease in these expenses$53,115. This amount is due to our decreased exploration activity duethe related party as of June 30, 2020. This debt is non-interest bearing.

Other Contractual Obligations

As of the nine months ended June 30, 2020, we do not have any contractual obligations other than the $53,115 payable to cash flow considerations. an officer and related party of the company. This debt is non-interest bearing.

Off-Balance Sheet Arrangements

We predict the levelhave no off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to the Company, we have not identified any standards that we believe merit further discussion. We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our financial position, results of operations, or cash flows. 

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Going Concern

We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.

Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

The Company, as of the date of this filing had zero in cash and has not earned any revenues from operations to date. In the previous two fiscal years ended September 30, 2019 and September 30, 2018 our expenses were $20,409 and $25,094 respectively, consisting primarily of professional fees, administrative expenses and filing fees. In the nine months ended June 30, 2020, our expenses were $29,177 consisting primarily of professional fees,administrative expenses and filing fees. The ongoing expenses of the Company will decrease or remain at current levels during the balance of fiscal 2012.

The Company continues to rely on borrowings and financings either arranged by the Company’s President and for work performedor through entities controlled by the President.  In the next 12 months we expect to incur expenses equal to approximately $20,000 related to legal, accounting, audit, and legal professionals. Duringother professional service fees.

The effects of Covid -19 could impact our ability to operate under the three month period ended December 31, 2011 these costs totaled $17,564going concern and were comprised primarilymaintain sufficient liquidity to continue operations. The impact of costs forCOVID-19 on companies is evolving rapidly and its future effects are uncertain. There are material uncertainties from Covid-19 that cast significant doubt on the company’s ability to operate as a going concern. It is highly likely that our annual fiscal 2011 audit. This compared with $20,550 during the same period ended December 31, 2010. For the Exploration Stage these costs totaled $233,233. We anticipate Professional & Consultant Fees to decrease moderately or remain at current levels during the balance of the 2012 fiscal year. Period over period, these costs decreased duecompany will have issues relating to the reductioncurrent situation that need to be considered by management. There will be a wide range of fees paidfactors to our President.

ITEM 3. QUANTITATIVE AND QUALITATIVEQUALITATIVE DISCLOSURES ABOUT MARKET RISK

Smaller reporting currency is United States Dollars. Our transactionscompanies are primarily conducted in US$ but also include transactions in other currencies. Foreign currency rate fluctuations may have a material impact onnot required to provide the Company’s financial reporting. These fluctuations may have positive or negative impacts on the results of operations of the Company.

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2020.

Our management, with the participation of our principal executive officer, and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer, and principal financial officer has concluded that, are designedas of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the Company'sreports we file or submit under the Exchange Act reports is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company'sour management, including its Chief Executive Officerour president (our principal executive officer and Chief Financial Officer,our principal accounting officer and principal financial officer), as appropriate, to allow timely decisions regarding required disclosure based closely ondue to the definitionfollowing reasons:

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Evaluation of "disclosure controls and procedures" in Rule 13a-15(e). The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure control objectives. In designing periods specified in the SEC's rules and forms, and that such information is accumulated 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 not effective in reaching that level of assurance.

Further, the framework establishedevaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in Internal Control-Integrated Framework issuedfuture periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Management has conducted, with the participation of our principal executive officer and principal financial officer, an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2020 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).("COSO") in Internal Control — Integrated Framework. Based on the criteria established by COSOthis assessment, management concluded that as of June 30, 2020 and the Company'sdate of this filing, our Company’s internal control over financial reporting was not effective based on present Company activity. Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over Company activities as of December 31, 2011,well as a result of the identification of the material weaknesses described below.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting such that there is a reasonable possibility that a material misstatementidentified in connection with our evaluation of these controls as of the annualend of our last fiscal quarter as covered by this report on June 30, 2020 that has materially affected, or interim financial statements will not be prevented or detected on a timely basis.

Inherent Limitations on Effectiveness of Controls

The CompanyCompany's management does not believeexpect that this control weakness has resulted in deficient financial reporting because the Chief Financial Officer is aware of his responsibilities under the SEC's reporting requirements and personally certifies the financial reports; and (2) The Company has installed accounting software that does not prevent erroneousits disclosure controls or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On February 21, 2018, one of the metals for which it is exploring.  A significant decline in such prices would severely reduce the value of the Company.

There were no other legal proceedings threatened or otherwise. 

ITEM 1A. RISK FACTORS

Not applicable to carry out exploration, development and operations on any projects it may acquire and environmental concerns about mining in general continue to be a significant challenge for all miningsmaller reporting companies.

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Exhibit 31.1 

AMENDED CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Seong Y. Lee , certify that:

1. I have reviewed this amended quarterly report on Form 10-Q of Ameritrust Corporation (the “registrant”);