UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM10-Q/A
(Amendment No.1 to FORM 10-Q
(Mark One) [ X ] | Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2020 | |
[ ] | Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to |
Commission File # 000– 53371
AMERITRUST CORPORATION
(f.k.a -
(Exact name of registrant as specified in its charter)
Nevada | 98-0465540 | |
(State of Incorporation) | (IRS Employer Identification No.) |
3512 Desert Mesa Road, Roanoke, Texas | 76262 |
(Address of Principal Executive Offices) | (Zip Code) |
(315) 254-8553
(State or other jurisdictionRegistrant’s Telephone Number, Including Country Code)
GRYPHON RESOURCES, INC.
(Former Name, Former Address, and Former Fiscal Year, if Changed from last report)
-i-
Securities registered under Section 12(b) of incorporation or organization)
Securities registered under Section 12(g) of principal executive offices) (Zip Code)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the pastpreceding 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. Yes [x][x] No [ ]
**Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated file, or a smaller reporting company, or an emerging growth company.
Large accelerated filer | ||||
¨ Non-accelerated filer¨ Emerging Growth company ¨ | Accelerated filed ¨ Smaller reporting 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. ☐
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yeso Nox
The issuer had 117,425,000267,675,000 shares of common stock issued and outstanding as of February 8, 2012.
-ii-
GRYPHON RESOURCES, INC.
June 30, 2020
FORM 10-Q
TABLE OF CONTENTS
Item # | Description | Page Numbers | |
PART I | |||
ITEM 1 | UNAUDITED FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS | 2-12 | |
ITEM 2 | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 13 | |
ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 18 | |
ITEM 4 | CONTROLS AND PROCEDURES | 18 | |
PART II | |||
ITEM 1 | LEGAL PROCEEDINGS | 20 | |
ITEM 1A | RISK FACTORS | 20 | |
ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 20 | |
ITEM 3 | DEFAULTS UPON SENIOR SECURITIES | 21 | |
ITEM 4 | MINE SAFETY DISCLOSURES | 21 | |
ITEM 5 | OTHER INFORMATION | 21 | |
ITEM 6 | EXHIBITS | 22 | |
SIGNATURES | |||
23 |
-1-
PART I – FINANCIAL FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (unaudited)
Gryphon Resources , Inc. | |||
BALANCE SHEETS | |||
(Unaudited) | |||
June 30, | September 30, | ||
2020 | 2019 | ||
ASSETS | |||
Current Assets: | |||
Cash | $ - | $ - | |
Total Current Assets | - | - | |
TOTAL ASSETS | $ - | $ - | |
LIABILITIES & STOCKHOLDER'S DEFICIT | |||
Current Liabilities: | |||
Accounts Payable | $ 1,159 | $ 5,250 | |
Accounts Payable - Related Party | 53,115 | 1,500 | |
Interest Payable - Related Party | - | 549 | |
Notes Payable - Related Party | - | 17,798 | |
Total Current Liabilities | 54,274 | 25,097 | |
Total Liabilities | 54,274 | 25,097 | |
Stockholder's Deficit | |||
Common Stock, par value $0.001, | |||
400,000,000 shares Authorized, 267,675,000 shares Issued and | |||
Outstanding at June 30, 2020 and at September 30, 2019 | 267,675 | 267,675 | |
Additional Paid-In Capital | 459,270 | 459,270 | |
Accumulated Deficit | (781,219) | (752,042) | |
| |||
Total Stockholder's Deficit | (54,274) | (25,097) | |
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | $ - | $ - | |
The accompanying notes are an integral part of these unaudited financial statements |
-2-
Gryphon Resources, Inc. | |||||||
STATEMENTS OF OPERATIONS | |||||||
(Unaudited) |
June 30, | June 30, | |||||||
2020 | 2019 | 2020 | 2019 | |||||
Revenues: | $ - | $ - | $ - | $ - | ||||
Expenses: | ||||||||
Professional fees | 53,015 | 1,362 | 56,887 | 13,369 | ||||
General and administrative expense | 1,828 | 415 | 3,380 | 1,499 | ||||
Total Operating Expenses | 54,843 | 1,777 | 60,267 | 14,868 | ||||
Operating Loss | (54,843) | (1,777) | (60,267) | (14,868) | ||||
Other Income (Expense) | ||||||||
Gain on Debt Forgiveness | 31,988 | - | 31,988 | - | ||||
Interest Expense | - | (202) | (898) | (15,408) | ||||
Total Other Income (Expense) | 31,988 | (202) | 31,090 | (15,408) | ||||
Net Loss | $ (22,855) | $ (1,979) | $ (29,177) | $ (30,276) | ||||
Basic & Diluted Loss per Common Share | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) | ||||
Weighted Average Common Shares | ||||||||
Outstanding | 276,675,000 | 276,675,000 | 276,675,000 | 208,334,341 |
December 31, 2011 | September 30, 2011 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 8,560 | $ | 7,073 | ||||
Prepaid expenses | 3,438 | 10,187 | ||||||
Total current assets | 11,998 | 17,260 | ||||||
Total assets | $ | 11,998 | $ | 17,260 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable | 1,327 | 1,269 | ||||||
Shareholder advances (Note 6) | 6,500 | 6,500 | ||||||
Total current liabilities | $ | 7,827 | $ | 7,769 | ||||
Total liabilities | $ | 7,827 | $ | 7,769 | ||||
COMMITMENTS AND CONTINGENCIES (Notes 2, 3 and 5) | — | — | ||||||
�� | ||||||||
STOCKHOLDERS’ EQUITY | ||||||||
Common shares, 400,000,000 shares par value $0.001 authorized, 117,425,000 and 105,025,000 issued and outstanding at December 31, 2011 and September 30, 2011 (Note 7) | 117,425 | 105,025 | ||||||
Paid-in Capital | 571,575 | 459,975 | ||||||
Common shares subscribed but not issued (Note 7) | — | 106,000 | ||||||
Accumulated deficit in the exploration stage | (684,829 | ) | (661,509 | ) | ||||
Total stockholders’ equity | 4,171 | 9,491 | ||||||
Total liabilities and stockholders’ equity | $ | 11,998 | $ | 17,260 |
The accompanying notes to financial statements are an integral part of these unaudited financial statements
-3-
Gryphon Resources, Inc. | ||
STATEMENTS OF CASH FLOWS | ||
(Unaudited) | ||
For the Nine Months Ended | ||
June 30, | ||
2020 | 2019 | |
CASH FLOWS FROM OPERATING | ||
ACTIVITIES: | ||
Net Loss | $ (29,177) | $ (30,276) |
Adjustments to reconcile net loss to net cash | ||
used in operating activities: | ||
Benefical Conversion Feature | - | 15,000 |
Gain on Debt Forgiveness | (31,988) | - |
Changes In: | ||
Accounts Payable | (4,091) | (9,780) |
Accounts Payable - Related Party | 51,615 | (2,500) |
Interest Payable - Related Party | 549 | 408 |
Net Cash Used in Operating Activities | (13,092) | (27,148) |
CASH FLOWS FROM FINANCING | ||
Proceeds from Note Payable - Related Party | 13,092 | 27,148 |
Net Cash Provided by Financing Activities | 13,092 | 27,148 |
Net (Decrease) Increase in Cash | ||
Cash at Beginning of Period | - | - |
Cash at End of Period | $ - | $ - |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the year for: | ||
Interest | $ - | $ - |
Franchise Taxes | $ - | $ - |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
150,000,000 shares of common stock were issued in exchange for a debt conversion of $21,161 due to a Related Party | ||
Gain on Debt Forgiveness of $31,988 due to a Related Party | ||
The accompanying notes are an integral part of these unaudited financial statements |
-4-
Gryphon Resources, Inc. | ||||||||||
STATEMENT OF STOCKHOLDERS' DEFICIT | ||||||||||
(Unaudited) | ||||||||||
Common Stock | ||||||||||
Shares | Par Value | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders' Deficiency | ||||||
Balance as of September 30, 2019 | 267,675,000 | $ 267,675 | $ 459,270 | $ (752,042) | $ (25,097) | |||||
Net Loss for the Three Months Ended December 31, 2019 | - | - | - | (3,858) | (3,858) | |||||
Balance as of December 31, 2019 | 267,675,000 | $ 267,675 | $ 459,270 | $ (755,900) | $ (28,955) | |||||
Net Loss for the Three Months Ended March 31, 2020 | - | - | - | (2,464) | (2,464) | |||||
Balance as of March 31, 2020 | 459,270 | (758,364) | (31,419) | |||||||
Net Loss for the Three Months Ended June 30, 2020 | - | - | - | (22,855) | (22,855) | |||||
Balance as of June 30, 2020 | 267,675,000 | $ 267,675 | $ 459,270 | $ (781,219) | $ (54,274) | |||||
Balance as of September 30, 2018 | 117,675,000 | $ 117,675 | $ 573,109 | $ (715,878) | $ (25,094) | |||||
Beneficial Conversion Feature | - | - | 5,000 | - | 5,000 | |||||
Net Loss for the Three Months Ended December 31, 2018 | - | - | - | (6,089) | (6,089) | |||||
Balance as of December 31, 2018 | 117,675,000 | 117,675 | 578,109 | (721,967) | (26,183) | |||||
Beneficial Conversion Feature | - | - | 10,000 | - | 10,000 | |||||
Stock Issuance for the Cancellation of Debt | 150,000,000 | 150,000 | (128,839) | 21,161 | ||||||
Net Loss for the Three Months Ended March 31, 2019 | - | - | - | (22,208) | (22,208) | |||||
Balance as of March 31, 2019 | 267,675,000 | $ 267,675 | 459,270 | (744,175) | (17,230) | |||||
Net Loss for the Three Months Ended June 30, 2019 | - | - | - | (1,979) | (1,979) | |||||
Balance as of June 30, 2019 | 267,675,000 | $ 267,675 | $ 459,270 | $ (746,154) | $ (19,209) | |||||
The accompanying notes are an integral part of these unaudited financial statements |
The Company is engaged in business in the real estate.
Note 2. Going Concern Uncertainties
The Company has not generated any revenues, has an accumulated deficit of Operations
Three Months ended December 31, 2011 | Three Months ended December 31, 2010 | January 16, 2006 (date of inception) through December 31, 2011 | ||||||||||
EXPENSES: | ||||||||||||
Exploration expenses | 1,000 | 28,113 | 153,749 | |||||||||
Professional and consultant fees | 17,564 | 20,550 | 233,233 | |||||||||
Administrative expenses | 3,561 | 6,818 | 57,056 | |||||||||
Investor relations | 195 | 13,715 | 29,023 | |||||||||
Mineral properties impairments (Notes 2, 4 and 5) | 1,000 | 40,000 | 183,498 | |||||||||
Total expenses | $ | 23,320 | $ | 109,196 | $ | 656,559 | ||||||
Net loss from operations | $ | (23,320 | ) | $ | (109,196 | ) | $ | (656,559 | ) | |||
Other (Expense) Income: | ||||||||||||
Interest expense | — | — | (13,258 | ) | ||||||||
Net loss from continuing operations | (23,320 | ) | (109,196 | ) | (669,817 | ) | ||||||
Discontinued Operations: | ||||||||||||
Net loss from discontinued operations (Note 8) | $ | — | $ | — | $ | (112,932 | ) | |||||
Gain on Sale of Subsidiary (Note 8) | $ | — | $ | — | $ | 97,920 | ||||||
Net (Loss) | $ | (23,320 | ) | $ | (109,196 | ) | $ | (684,829 | ) | |||
Less: Net Loss attributable to Non-Controlling Interest related to discontinued operations (Notes 2 and 8) | n/a | n/a | 936 | |||||||||
Equals: Net Loss attributable to Gryphon Resources, Inc. (Notes 2 and 8) | (23,320 | ) | (109,196 | ) | (683,893 | ) | ||||||
Loss per common share (Note 2), basic and diluted | $ | Nil | $ | Nil | ||||||||
Weighted average shares outstanding , basic and diluted (Notes 2 and 7) | 107,457,608 | 101,854,347 |
Three Months ended December 31, 2011 | Three Months ended December 31, 2010 | January 16, 2006 (date of inception) through December 31, 2011 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net Income (Loss) for period | $ | (23,320 | ) | $ | (109,196 | ) | $ | (684,829 | ) | |||
Reconciling adjustments: | ||||||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Non-cash gain on sale of subsidiary | — | — | (97,920 | ) | ||||||||
Accrued interest on shareholder loans | — | — | 13,258 | |||||||||
Accrued interest related to discontinued operation | — | — | 6,882 | |||||||||
Mineral property impairments | 1,000 | 40,000 | 183,498 | |||||||||
Net change in operating assets and liabilities: | ||||||||||||
Prepaid expenses | 6,749 | 15,463 | (3,438 | ) | ||||||||
Accounts payable | 58 | 7 | 1,327 | |||||||||
Net cash provided (used) by operating activities | (15,513 | ) | (53,726 | ) | (581,222 | ) | ||||||
Cash flows from investing activities: | ||||||||||||
Purchase of mineral properties | — | (40,000 | ) | (138,998 | ) | |||||||
Net cash provided by investing activities | — | (40,000 | ) | (138,998 | ) | |||||||
Cash flows from financing activities: | ||||||||||||
Common shares issued for cash | 17,000 | 46,260 | 525,654 | |||||||||
Proceeds from common shares subscribed but not issued | — | 150,000 | — | |||||||||
Proceeds from loans related to discontinued operation | — | — | 91,038 | |||||||||
Proceeds from shareholder advances | — | 6,500 | 112,088 | |||||||||
Net cash provided by financing activities | 17,000 | 202,760 | 728,780 | |||||||||
Net increase (decrease) in cash | 1,487 | 109,034 | 8,560 | |||||||||
Cash, beginning of period | 7,073 | 10,252 | — | |||||||||
Cash, end of period | $ | 8,560 | $ | 119,286 | $ | 8,560 |
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
Three Months ended December 31, 2011 | Three Months ended December 31, 2010 | January 16, 2006 (inception) through December 31, 2011 | ||||||||||
Shares issued for mineral property acquisition | $ | 1,000 | $ | — | $ | 44,500 | ||||||
Conversion of debt into common stock subscribed but not issued | $ | — | $ | — | $ | 118,846 |
-6-
GRYPHON RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 3. Summary of Significant Accounting Policies
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.
-7-
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.
-8-
GRYPHON RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 5. Related Party
From September 2018 – June 2020, the Company incurred a related party payable in the amount of $7,000 to Financial Statements
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.
-9-
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.
In July 19, 2010 and amended on February 27, 2011,2019, the Company entered into an option to purchase certain mineral exploration rights toissued a property in south-eastern Arizona, USA, named the L.G. Property from two individuals (collectively the “L.G. Vendors”). The Vendors each owned a 50% interest in the mineral exploration rights$2,150 promissory note payable related to the L.G. Propertylegal custodian of the Company, at an annual rate of 10% and heldwas payable on demand. As of June 30, 2020, this debt was forgiven during the sole right, titleChange of Control and $0 remains outstanding, in principal and interest due.
In September 2019, the Company issued a $3,500 promissory note payable related to the L.G. Property exploration rights (subjectlegal custodian of the Company that was non- interest bearing and 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 due.
In December 2019, the Company issued a $7,247 promissory note payable related to the rights and titlelegal custodian of the StateCompany, at an annual rate of Arizona), free10% and clearwas payable on demand. As of all liensJune 30, 2020, this debt was forgiven during the Change of Control and encumbrances. Through$0 remains outstanding in principal or interest due.
On March 25, 2020, as a result of a private transaction, the option agreement, as amendedcontrol block of voting stock of Gryphon Resources, Inc. (the “L.G. Agreement”“Company”), the L.G. Vendors granted an exclusive option to the Company to purchase a 100% undivided right, title and interest in the L.G. Vendors’ rights to the L.G. Property, and the Company acquired an option to purchase L.G. Vendors’ rights to the L.G. Property from the L.G. Vendors, upon the terms and conditions set forth in the L.G. Agreement, as amended.
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:
-10-
GRYPHON RESOURCES, INC.
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:
|
| June 30, 2020 |
|
| September 30, 2019 | ||
Deferred tax assets: |
|
|
|
|
|
|
|
Net operating loss carryforwards |
| $ | 164,056 |
|
| $ | 157,667 |
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
| 164,056 |
|
|
| 157,667 |
|
|
|
|
|
|
|
|
Less: valuation allowance |
|
| (164,056) |
|
|
| (157,667) |
|
|
|
|
|
|
|
|
Net deferred tax asset |
| $ | — |
|
| $ | — |
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.
-11-
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:
|
| Nine months Ended |
| |||||
|
| June 30, |
| |||||
|
| 2020 |
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| 2019 |
| ||
Income tax benefit at statutory rate |
| $ | 6,127 |
|
| $ | 6,358 |
|
Change in valuation allowance |
|
| (6,127) |
|
|
| (6,358) |
|
|
| $ | - |
|
| $ | - |
|
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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ITEM 2. MANAGEMENTS’ DISCUSSION ANDDISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Certain information included herein contains forward-looking statements that involve risks and uncertainties within the meaning of Sections 27A of the Securities Act, as amended; 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-Q and include all statements that are not statements of historical fact regarding intent, belief or current expectations of the Company, 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; (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
Organizational History.
Gryphon Resources, Inc. (hereinafter Gryphon Resources, Inc. may herein be referred to: “Gryphon Resources”, “Gryphon”(“Gryphon”, “We”, “Us”, the “Registrant”, or the “Company”) was incorporated in the State of Nevada on January 16, 2006. We are2006 under the name Gryphon Oil & Gas, Inc. On March 22, 2007, our name was changed to Gryphon Resources, Inc. to more accurately reflect the nature of our operations. At the time of the filing of our initial registration statement on Form SB-2 with the Securities & Exchange Commission (the “SEC” or “Commission”) on or about April 25, 2007 our primary business focus was acquiring and exploring properties for the existence of commercially viable deposits of gold in Canada. On April 28, 2008 we incorporated a Turkish company named APM Madencilik Sanayi Ve Ticaret Limited Sirketi. (“APM”) as a 99% owned subsidiary. Thereafter, In July 2010, we re-focused our operations and began mineral exploration companyin Arizona, USA and areon September 27, 2010, sold our entire shareholdings in APM to an unrelated third party and ceased all operations in Turkey. Thereafter focused on mineral exploration and continued exploring for gold, silver and copper-porphyry; and lithium on two different properties in the State of Arizona, USA. Our fiscal year end is September 30th. The Company’sFollowing the filing of our Information Statement on May 15, 2009 with the Commission on DEF Schedule 14C, on May 26, 2009 we amended or Articles of Incorporation to increase our common stock is traded infrom 100 million shares to 400 million shares, $0.001 par value, authorized for issuance. On May 3, 2012 prior management filed a termination of our registration statement on Form 15-12G pursuant to Rule 12g-4(a)1 and our termination went effective 90 days later on August 1, 2012 then on May 4, 2012 the Pink Sheets Over-The-Counter market underCompany was dissolved at the symbol “GRYO”.
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On February 21, 2018, one of the Company’s material property investments comprise: (i) an optionshareholders made a motion and application to purchase certain mineral exploration rights to a property in south-central Arizona, USA, named the Cruce Property on whichbe appointed as custodian of the Company is primarily exploringbased on prior management abandoning its responsibilities to continue making filings at the Nevada Secretary of State’s office and for gold, silverfailing to hold a shareholders’ meeting in over 6 years otherwise keep current in its obligations to the Company. Upon motion and copper-porphyry, all leases on which are currently in good standing;application to the District Court, Clark County Nevada, the Court granted the shareholder’s request and (ii) an option to purchase certain mineral exploration rights to a property in south-eastern Arizona, USA, named the L.G. Property on whichshareholder was appointed as custodian for the Company is primarily exploring for lithium,(“Custodian”). As Custodian of which the Company, has let lapse approximately 90%the shareholder was ordered to file an amendment to the Company’s articles of incorporation which was filed in conformity with N.R.S. 78.347(4) and the shareholder was ordered to have the Company’s charter reinstated in Nevada, to notice and hold a shareholder meeting; to provide a report to the Court of the leases thereunder.
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 $233,233. We anticipate Professional & Consultant Fees to decrease moderately or remain at current levels during the balance of the 2012 fiscal year. Period over period, these costs decreased duecompany will have issues relating to the reductioncurrent situation that need to be considered by management. There will be a wide range of fees paidfactors to our President.
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ITEM 3. QUANTITATIVE AND QUALITATIVEQUALITATIVE DISCLOSURES ABOUT MARKET RISK
Smaller reporting currency is United States Dollars. Our transactionscompanies are primarily conducted in US$ 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.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
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:
1) | We have an inadequate number of administrative personnel. |
2) | We do not have sufficient segregation of duties within our accounting functions. |
3) | We have insufficient written policies and procedures over our disclosures. |
4) | Our management is relying on external consultants for purposes of preparing our financial reports. |
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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.
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in SectionRules 13a-15(f) ofand 15d-15(f) under the Securities Exchange Act of 1934, as amended)Act). Internal control over financial reporting is a process designed by, or under the supervision of, the Company's CFOour principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for externalin accordance with GAAP. Internal control over financial reporting purposes in conformity with U.S. generally accepted accounting principles and includeincludes those policies and procedures that (i)(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositiondispositions of the assets of the company; (ii)our Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,GAAP, and that receipts and expenditures of theour Company are being made only in accordance with authorizations of management and directors of theour Company; and (iii)(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company'sour company’s assets that could have a material effect on the financial statements.
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.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the Company’s previous 2018 fiscal year ending September 30th, the Company completed a private placement offeringhad no sales of itsunregistered securities.
In January, 2019 the Company issued 150,000,000 shares of common stock which raised aggregate cash proceedsin connection with the conversion of US$123,000. This offering3 convertible notes payable to Tourmeline Ventures, Inc., a company owned by the then CEO. The convertible notes bore simple interest at a rate of 10% per annum. As of the date that the notes were converted they represented $20,955 in principal such that together with interest of $206 the total purchase price for the aforementioned shares was comprised of 12,300,000 restricted common$21,161. Accordingly, the total consideration paid for the 150 million shares at $0.01on conversion was $21,161 or $0.00141 per share and 12,300,000 restricted common shares were issued. Theseshare. The shares were issued pursuant to Regulation Sunder exemptions from registration based on Section 4(2) of the Securities Act of 1933,1933. In addition, Tourmeline Ventures, Inc. advanced additional funds required by the Custodian for additional expenses of the Company as amended (“Regulation S”part of the expenses of the custodianship. These funds were advanced under four promissory notes that bore simple interest at 10% per annum and totaled $12,418.31.
On March 25, 2020, as a result of a private transaction, the control block of voting stock of Gryphon Resources, Inc. (the “Company”) represented by 142,500,000 shares of common stock [“Shares”] which is an ownership interest of approximately 53% wastransferred from Tourmeline Ventures, LLC [“Seller”] to Mr. Seong Y. Lee [“The Purchaser”]. The consideration for the shares was $0.0028 per share. The source of cash consideration for the shares was the personal funds of the Purchaser.
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Note that due to the price differential between the conversion price on certain notes and the most recent market prices, the Company’s auditor required it to take one-time non-cash charges deemed “beneficial conversions” despite the fact that no conversions had taken place. This is simply an accounting convention designed to capture the expense to a Company did not engage in any general solicitation or advertising regarding this offering. The consideration paid for this private placementissuing shares below deemed market value, notwithstanding the fact that there was comprised of $106,000 which was recorded inan extremely limited market for the Company's September 30, 2011 year-end Balance Sheet as Shares Subscribed But Not Issued, plus $17,000 cash received duringCompany’s common stock when the three month period ended December 31, 2011. Funds from this offeringconvertible notes were expended on the Company's exploration initiatives and for audit costs. The current remaining balance is budgeted for ongoing administration costs.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO MINE SAFTEY DISCLOSURES
N/A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
| |
AmendedCertification of the 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 |
-23- SIGNATURES Pursuant to | |
Ameritrust Corporation | ||
By: | /s/Seong Y. Lee | |
Seong Y. Lee | ||
Chief Executive Officer, President and Director | ||
Dated: August 10, 2020 |
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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”);
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. | As the registrant’s certifying officer I am 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 13a-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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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. | As the registrant's certifying officer I have disclosed, based on my 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 reasonably 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 involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | ||
Date: August 10, 2020 | /s/Seong Y. Lee | ||
Seong Y. Lee | |||
Chief Executive Officer and Director |
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Exhibit 31.2
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, Anthony Lombardo, certify that:
1. I have reviewed this amended quarterly report on Form 10-Q of Ameritrust Corporation (the “registrant”);
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. | As the registrant’s certifying officer I am 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 13a-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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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. | As the registrant's certifying officer I have disclosed, based on my 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 reasonably 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 involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | ||
Date: August 10, 2020 | /s/Anthony Lombardo | ||
Anthony Lombardo | |||
Chief Financial Officer, President and Director |
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Exhibit 32.1
AMENDED CERTIFICATION PURSUANT TO 18 U.S.C. 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amended Quarterly Report of Gryphon Resources, Inc. (the “Company”) on Form 10-Q for the nine months ended June 30, 2020, as filed with the Securities and Board Chair
(1) | The Report 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 10, 2020 | /s/Seong Y. Lee |
Seong Y. Lee | |
Chief Executive Officer and Director |
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Exhibit 32.2
AMENDED CERTIFICATION PURSUANT TO 18 U.S.C. 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amended Quarterly Report of Ameritrust Corporation (the “Company”) on Form 10-Q for the nine months ended June 30, 2020, as filed with the Securities and Exchange Commission on August 10, 2020 (the “Report”), I, Anthony Lombardo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 10, 2020 | /s/Anthony Lombardo |
Anthony Lombardo | |
Chief Financial Officer, President and Director |
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