UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

Washington, DC 20549

____________________

FORM 10-Q

[ X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2020

OR

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Quarter Ended December 31, 2011

transition period from                          to                        .


OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______________________ TO _______________________
Commission File # 000-53371
GRYPHON RESOURCES, INC.
 (Exactfile number: 000-53371

AMERITRUST CORPORATION

(Exact name of registrantRegistrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)
98-0465540
 (IRS Employer Identification Number)
1313 East Maple Street, Suite 201-462
Bellingham, Washington 98225
(Address of principal executive offices)    (Zip Code)

(360) 685-4238
 (Registrant’s telephone no., including area code)

Wyoming

(State or other jurisdiction of  incorporation or organization)

26-2877927

 (I.R.S. Employer Identification Number)

 1712 Pioneer Ave., Suite 500

Cheyenne, WY

(Address of principal executive offices)

82001

(Zip code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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]  No[ ]

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [x] No [[X] No[ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated file, orfiler, a smaller reporting company or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer[x]

o

Smaller reporting company[x]

x

Emerging growth company


Indicate by check mark whether the registrant is a shell company as(as defined in Rule 12b-2 of the Exchange Act.Act): Yes o[ ] No x

[X]

Securities registered pursuant to Section 12(b) of the Act: None

The issuer had 117,425,000Registrant has 7,239,573,961,951 shares of common stock issued and outstanding as of February 8, 2012.







GRYPHON RESOURCES, INC.
(An Exploration Stage Company)

Table of Contents
April 30, 2021.

-i-

AMERITRUST CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2020

INDEX

Page

Page

PART I.I - Financial Information

Item 1:

Statements (unaudited)

1

2020

Consolidated Statements of Income and Comprehensive Income (unaudited) for the three months ended December 31, 2020 and 2019

2
 
2019

3

2019

4

Notes to Consolidated Financial Statements

5

Item 2:

31

Item 3:

34

Item 4:

34

34

Item 1:

34

Item 1A:

Risk Factors

34

Item 2:

34

Item 3:

34

Item 4:

Mine Safety Disclosures

34

Item 5:

Other Information

34

Item 6:

Exhibits

34

Signatures

34


Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements are used under the caption "Management’s Discussion and Analysis of Financial Condition and Results of Operation," and elsewhere in this Quarterly Report on Form 10-Q. You can identify these statements by the use of words like "may," "will," "could," "should," "project," "believe," "anticipate," "expect," "plan," "estimate," "forecast," "potential," "intend," "continue," and variations of these words or comparable words. Forward looking statements do not guarantee future performance and involve risks and uncertainties. Actual results may differ substantially from the results that the forward looking statements suggest for various reasons. These forward looking statements are made only as of the date of this Report on Form 10-Q. We do not undertake to update or revise the forward looking statements, whether as a result of new information, future events or otherwise.

-ii-

PART I – FINANCIAL - FINANCIAL INFORMATION

ITEM

Item 1. FINANCIAL STATEMENTS (unaudited)Consolidated Financial Statements


AMERITRUST CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Unaudited)

 

December 31, 2020

 

September 30, 2020

Assets

 

 

 

Current assets

   

Cash and cash equivalents

Note 3

 $

   11,601,437

 $

   4,006,230

Restricted cash

  

   12,300,039

  12,264,017

Net receivables and notes

  

      336,237

     238,914

Other receivables

  

  119,428,167

 261,489,496

Advance payment

  

   13,472,937

  23,163,808

Inventory

  

       19,686

      19,686

Real estate under development and completed

Note 4

 

  292,414,984

 279,327,231

Right to use assets

  

       50,715

      50,715

Net receivables from related parties

  

  180,392,527

       5,992

Other current assets

 

       65,000

      65,000

Total current assets

      630,081,729

 

 

 580,631,089

Noncurrent assets

 

Net estate

  

   23,019,738

  23,497,369

Equity in net assets of nonconsolidated related companies

Note 6

 

    1,532,591

   1,532,591

Net goodwill and intangible assets

Note 5

 

    6,567,378

   6,590,948

Total noncurrent assets

 

 

   31,119,707

 

 

  31,620,907

Total assets

 $

  661,201,436

 

 $

 612,251,996

 

 

 

Liabilities and equity

 

Current liabilities

 

Accounts and notes payable

 

 $

   65,483,789

 $

  77,328,377

Short-term debt

  

  200,974,910

 197,435,884

Customer deposits

  

   53,191,534

  54,495,369

Other accounts payable and accrued liabilities

  

   81,048,760

 244,208,921

Liability of right to use

  

       50,715

      50,715

Amounts due to related parties

  

  262,159,709

  53,735,244

Total current liabilities

      662,909,417

 

    627,254,509

Non-current liabilities

 

Long term debt

       11,532,744

     18,133,611

Total non- current liabilities

       11,532,744

 

     18,133,611

Total liabilities

      674,442,161

 

    645,388,121

Stock right

Common stock, $0.01 par value

       14,738,395

     14,738,395

Additional paid in capital

       11,782,993

      4,782,993

Retained earnings

     (39,762,113)

    (52,657,513)

Accumulated other comprehensive losses

                -

              -

Total shareholders' equity

     (13,240,725)

 

   (33,136,125)

Foreign currency translation adjustment

 

              -

Total share capital

     (13,240,725

 

   (33,136,125)

Total liabilities and equity

 $

  661,201,436

 

 $

 612,251,996



GRYPHON RESOURCES, INC.
(An Exploration Stage Company)

Balance Sheets

  
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 condensed consolidated unaudited financial statements

-1-

AMERITRUST CORPORATION AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT

(Unaudited)

Net sales and revenue

Three Months Ended

(December 31, 2020)

Real estate sales

$

    16,231,698

Real estate rental income

     1,421,125

Other sales revenue

             -

Net sales and total revenue

$

    17,652,823

Fees and expenses

$

             -

Cost of real estate sales

      (783,573)

Rental cost of real estate

       101,771

Other cost of sales

Taxes and surcharges

     1,010,561

Operating expenses

       388,494

General and administrative expenses

     1,185,364

Total cost

$

     1,902,617

Net interest income

   (2,994,033)

Net other non-operating income

        59,407

Income from investment

             -

Income before income tax

$

    12,815,580

Income tax expense

             -

Net income

 $

    12,815,580

Net loss attributable to non-controlling interests

             -

Net income attributable to shareholders

$

    12,815,580

Net income attributable to common shareholders

$

    12,815,580

GRYPHON RESOURCES, INC.
(An Exploration Stage Company)

Statements 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     







The accompanying notes to financial statements are an integral part of these condensed consolidated unaudited financial statements

-2-

AMERITRUST CORPORATION AND SUBSIDIARIES

CONSOLIDATED CASH FLOW STATEMENT

(Unaudited)

Three Months Ended

(December 31, 2020)

Cash flow from operating activities

Net income

 $

    12,815,580

Accounts receivable and bills

       (97,323)

Other receivables

   142,061,329

Real estate developed and completed

 (13,087,753)

Advance payment

    (9,690,872)

Due from Related parties

 (180,386,535)

Due to related parties

 (208,424,464

Accounts and notes payable

    11,844,587

Customer deposits

   (1,303,835)

Other accounts payable and accrued liabilities

  (163,160,161)

Net cash provided by operating activities

  (409,429,447)

Cash flow from investment activities

Purchase of property and equipment

               -

Joint control merger

               -

Net cash used in investment activities

               -

Cash flow from financing activities

Due to related parties

     203,480,676

Repayment of the current portion of short-term and long-term bank loans

    (63,420,000)

Income from current portion of short-term bank loans and long-term bank loans

     270,000,000

Cash received from absorbing investment

       7,000,000

Net cash provided (used in) by financing activities

417,060,676

Effects of exchange rate changes on cash, cash equivalents and restricted cash

-

Net increase (decrease) in cash, cash equivalents and restricted cash

       7,631,229

Cash, cash equivalents and restricted cash at the beginning of the period

      16,270,247

Cash, cash equivalents and restricted cash at the end of the period

 $

    23,901,476



GRYPHON RESOURCES, INC.
(An Exploration Stage Company)

Statements of Cash Flows

  
 
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 accompanying notes to financial statements are an integral part of these condensed consolidated unaudited financial statements

-3-

AMERITRUST CORPORATION AND SUBSIDIARIES

CONCISE CONSOLIDATED STATEMENT OF EQUITY

(Unaudited)

 

Ordinary shareholders

 

Total share capital

Common stock

 

Additional paid in capital

 

Retained earnings

 

Accumulated other comprehensive losses

 

Balance as at September 30, 2020

 

14,738,395

 

4,782,993

 

 

(52,657,513)

 

 

 

 

(33,136,125)

Adjustment at the beginning of the period

 

 

 

 

 79,820

 

 

 

79,820

Net income

 

12,815,580

12,815,580

Invested capital

 

7,000,000

7,000,000

Balance  as at December 31, 2020

 

14,738,395

 

11,782,993

 

 

(39,762,113)

 

 

 

 

(13,240,725)



GRYPHON RESOURCES, INC.
(An Exploration Stage Company)

Supplemental Disclosure of Non-cash Investing and Financing Activities

  
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 














The accompanying notes to financial statements are an integral part of these condensed consolidated unaudited financial statements

-4-



GRYPHON RESOURCES, INC.
(An Exploration Stage Company)

Notes to Financial Statements
NOTE 1 –

AMERITRUST CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of BusinessOperations and Operations


Gryphon Resources, Inc.Basis of Presentation

Ameritrust Corporation is a mineral exploration enterprise which was incorporatedreal estate holding, development and operation company, and looking for real estate investment. The goal is to acquire, hold, develop and operate commercial real estate. The accompanying consolidated financial statements include the accounts of Ameritrust Corporation, Beespoke Capital Colorado, Inc. and four subsidiaries (entities), namely Liaoning Pacific Industrial Co., Ltd., Panjin Pacific Real Estate Co., Ltd., Shenyang Haojingxiang Real Estate Co., Ltd. and Fushun Fortune Plaza Real Estate Co., Ltd. All inter-company accounts, transactions and balances have been eliminated in the Statemerger.

The consolidated financial statements are presented in accordance with the accounting principles related to jointly controlled transactions. ASC 805-50 manages transactions between jointly controlled entities. ASC 805, Business Combination, clearly defines the common control transaction scope of Nevadabusiness combination (ASC 805-10-15-4). ASC 805-10-20 defines business combination as a transaction in which the acquirer gains control, which is different from the combination of two entities controlled by the same person, because neither entity can gain control of the other entity.

On August 28, 2020, Ameritrust and Gryphon, two entities under common control, merged. The transaction does not meet the definition of a business combination.

Our common stock trades on January 16, 2006. the OTC PINK Marketplace under the ticker symbol "ATCC" (formerly "GRYO").

The recording currency of the company is US dollar and the reporting currency is US dollar.

On AprilAugust 28, 2008 we incorporated2020, Ameritrust and Gryphon, two entities under common control, merged. The transaction does not meet the definition of a subsidiarybusiness combination. 

The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP pursuant to the rules and conductedregulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2020 Form 10-K.

Note 2.Significant Accounting Policies

Estimates

The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions, which will affect the reported amount of assets, liabilities and expenses during the reporting period. On an explorationongoing basis, the company evaluates its estimates. As more information becomes available, actual results may differ significantly from estimates.

Our estimates include the valuation of goodwill, the selection of the estimated useful life of real estate and the valuation of deferred income tax assets.

Fair value measurements

According to the input of asset or liability valuation model, FASB's authoritative guide to fair value measurement establishes a three-level structure. The first level input refers to the quoted price of the same asset in the active market; the second level input is the important observable input; the third level input is the important unobservable input.

If available, the company uses quoted prices from active markets to determine fair value. Non-financial assets measured at fair value on a non-recurring basis mainly include goodwill and real estate assets. When events and circumstances indicate that the book value cannot be recovered, the company will review the impairment indicators of these assets.

Due to the short-term nature and liquidity of these instruments, the book values of cash and accounts payable are close to their fair values. The management believes that the company has no significant interest or credit risk arising from these financial instruments.

-5-

Cash

Cash consists of highly liquid investments with an original maturity of three months or less. Sometimes, the company's deposits with financial institutions exceed the federal insurance limit.

Developing real estate

Real estate includes residential land under development. Real estate under construction is valued at the lower of cost and fair value.

Land development expenditure, including land use right cost, deed tax, early development cost, project through this subsidiarycost, etc., excluding depreciation, is capitalized according to individual identification method and allocated to development projects.

When the book value exceeds the fair value, the real estate under development will be subject to valuation adjustment. Only when the book value of the asset is not recoverable and exceeds the fair value, the impairment loss is recognized. If the book value exceeds the sum of the undiscounted cash flows expected to be generated by the asset, the book value is not recoverable. The company reviews the future losses and impairments of all real estate projects by comparing the estimated future undiscounted cash flow of each project with the book value of the project.

Goodwill

Goodwill is reviewed for impairment at least annually, or more frequently when events or changes in Turkey until September 27, 2010,circumstances indicate that the carrying value may not be recoverable. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business.

The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unit's carrying value is greater than its fair value, then a goodwill impairment charge is recognized for the amount in excess, not to exceed the total amount of goodwill allocated to that reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If determined to be impaired, an impairment charge is recorded as a general and administrative expense within the Company's consolidated statement of operations.

Right of Use Assets and Lease Liabilities

The Company adopted ASU 2016-02 which amended the previous guidance for lease accounting and related disclosure requirements. The new guidance requires the recognition of right-of-use assets and lease liabilities on the balance sheet for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain to be exercised. Lessees are required to classify leases as either financing or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease.

The Company elected to utilize the package of practical expedients in ASC 842-10-65-1(f) that, upon adoption of ASU 2016-02, allows entities to (1) not reassess whether any expired or existing contracts contain leases, (2) retain the classification of leases (e.g., operation or finance lease) existing at the date of adoption and (3) not reassess initial direct costs for any existing leases.

The Company adopted ASU 2016-02 using the modified retrospective method, and accordingly, the new guidance was applied to leases that existed as of December 31, 2020. The adoption of ASU 2016-02 did not have a material impact on the Company's balance sheet, results of operations or cash flows. The Company leases a vehicle used for business. The lease expires in August 2023.

Distinguishing Liabilities from Equity

The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity, to classify certain convertible instruments. The Company first determines whether a financial instrument should be classified as a liability. The Company determines a liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, "Distinguishing Liabilities from Equity," and ASC 815.

-6-

Income Taxes

Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized.

When assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The realization of deferred tax assets is dependent upon the generation of sufficient taxable income in future periods and in the jurisdictions in which timethose temporary differences become deductible. The Company records a valuation allowance when it was solddetermines it is more likely than not that a portion of the deferred tax assets will not be realized.

The accounting for deferred taxes is based upon estimates of future results. Differences between the anticipated and actual outcomes of these future results could have a material impact on the Company's consolidated results of operations or financial position. Also, changes in existing federal and state tax laws and tax rates could affect future tax results and the valuation of the Company's deferred tax assets and liabilities.

Interest and penalties related to an unrelated third party. Activities of this former subsidiaryunrecognized tax benefits are treatedrecognized in thesethe consolidated financial statements as a discontinued operation. Currently our activities include exploringcomponent of income tax expense. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a quarterly basis. The evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in increases or decreases in the Company's income tax expense in the period in which the change is made.

Earnings (Loss) Per Share

Basic and diluted earnings (loss) per common share is calculated using the weighted average number of common shares outstanding during the period. The Company's convertible notes are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company's losses during those periods.

Business Combinations

The December 31, 2020 consolidated financial statements present the combined operations of Ameritrust and Gryphon beginning on March 25, 2020, which is the date a Change of Control effected a new beginning of period. 

Pending Accounting Standards

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for lithium;Fair Value Measurement ("ASU 2018-13"), which amends disclosure requirements on fair value measurements in Topic 820. This amendment modifies the valuation process of fair value measurements by removing the disclosure requirements for the valuation processes for Level 3 fair value measurements, clarifying the timing of the measurement uncertainty disclosure, and goldincluding the changes in unrealized gains and silverlosses for recurring Level 3 fair value measurements in Arizona, USA. Ourother comprehensive income if held at the end of the reporting period. It also allows the disclosure of other quantitative information in lieu of the weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and should be applied prospectively for the most recent period presented in the initial fiscal year end is September 30th. (Hereinafter Gryphon Resources, Inc. may herein be referred to: “Gryphon Resources”, “Gryphon”, “We”, “Us”, the “Registrant”, or the “Company”).


Exploration Stage Activities

of adoption. The Company has beenis currently evaluating the impact that this guidance will have on the Company's results of operations, financial position and cash flows.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which modifies ASC 740 to reduce complexity while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 is effective for the Company for interim and annual reporting periods beginning after December 15, 2021. The Company is currently assessing the impact of ASU 2019-12, but it is not expected to have a material impact on the Company's consolidated financial statement.

-7-

Note 3. Cash and cash equivalents

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the exploration stage sinceconsolidated balance sheet to the total amount shown in the consolidated cash flow statement:

  

December 31, 2020

 

September 30, 2020

Cash and cash equivalents

    

Cash and fixed deposits(a)

 

$

11,601,437

 

$

4,006,230

Limited cash

  

12,300,039

 

12,264,017

Note 4. Real estate under development and completed

 

December 31, 2020

 

September 30, 2020

Development completed:

   

Panjin Fortune Building

 

64,188,025

  

63,988,788

Jingbin Garden

 

2,292

  

2,292

Hunnan project

 

54,905

  

54,905

Jinzhaoyuan International Building - Intelligent choice hotel of Shenyang North Railway Station

 

2,086,732

  

2,086,732

North 2nd Road Project

 

1,443

  

1,443

Shopping malls connected with Jinzhaoyuan international building and world financial center phase I and II

 

185,056

  

139,909

Jinzhaoyuan International Building - Mulongquan bath

 

60,852

  

60,852

Total amount of real estate development completed

 

66,579,305

  

66,334,921

Real estate under development:

     

Jinzhaoyuan international building north station building phase I

 

4,428,762

  

4,428,762

World Financial Center - North Station building phase II

 

91,944,238

  

91,784,497

World Financial Center - Marriott Hotel

 

45,187,463

  

44,889,826

Financial Building (Holiday Inn)

 

5,814,858

  

5,805,448

Financial Building (Whole building)

 

19,232,527

  

19,079,673

Financial Building (Anshan Office)

 

418,625

  

42,879

Financial Building (Anshan Sales Office)

 

82,371

  

77,848

Financial Building (Stereo parking equipment)

 

577,921

  

577,921

Financial Building (Heat exchange station, fire pump)

 

340,546

  

340,546

Financial Building (Chaoshan kitchen)

 

391,924

  

391,924

Fushun Today Sunshine Real Estate(1-1 × plot)

 

49,278,651

  

38,259,445

Bedford land, New York

 

766,210

  

766,210

Prepaid taxes related to real estate

 

7,371,583

  

6,547,331

Total real estate under development

 

225,835,679

  

212,992,310

Total number of completed and developing real estate development projects

$

292,414,984

 

$

279,327,231

-8-

Note 5. Goodwill

When events and circumstances indicate that the book value cannot be recovered, the company measures goodwill at fair value on a non-recurring basis.

As of December 31, 2020, such assets or liabilities do not need to be regularly measured at fair value.

Note 6. Long term equity investment

   

December 31 2020

 

Initial cost

Ownership

 

USD

 

USD

Shenyang Yuhong Yong'an Village Bank Co., Ltd

1,532,591

10%

1,532,591

Total

1,532,591

 

1,532,591

Note 7. Income tax

Deferred income tax assets and liabilities are determined based on the estimated future tax impact of net operating loss and credit carry forward, as well as the temporary differences between the tax base of assets and liabilities and their respective financial reporting amounts measured at the current promulgated tax rates. If the possibility of realization of the deferred income tax assets is not great, the company records the estimated valuation allowance of the deferred income tax assets.

When evaluating the variability of deferred income tax assets, the management considers whether some or all of the deferred income tax assets are more likely to be unrealized. The realization of deferred income tax assets depends on the generation of sufficient taxable income in the future period and in the jurisdiction where these temporary differences can be deducted. When the company determines that part of the deferred income tax assets are likely to be unrealized, the company records the valuation allowance.

The accounting of deferred income tax is based on the estimation of future results. The difference between the expected and actual results of these future results may have a significant impact on the company's comprehensive operating results or financial position. In addition, changes in current federal and state tax laws and rates may affect future tax results and the valuation of the company's deferred tax assets and liabilities.

Interest and penalties associated with unrecognized tax benefits are recognized as part of income tax expenses in the consolidated financial statements. Assessing an uncertain tax situation requires significant judgment. The company assesses its uncertain tax position on a quarterly basis. Assessment is based on many factors, including changes in facts or circumstances, changes in tax laws, correspondence with tax authorities during the audit process, and effective solutions to audit problems. Changes in the recognition or measurement of uncertain tax status may result in an increase or decrease in corporate income tax expenses during the change period.

-9-

AMERITRUST CORPORATION AND SUBSIDIARIES WITH DEVELOPING PROPERTIES

PROFORMA CONSOLIDATED FINANCIAL STATEMENTS

Item 1. Proforma consolidated financial statements

TABLE OF CONTENTS

Pages

Consolidated Balance Sheets as of December 31, 2018, 2019 and 2020

F-2

Consolidated Statements of Comprehensive (Loss)/Income for the years ended December 31, 2018, 2019 and 2020

F-3

Consolidated Statements of Changes in Deficit for the years ended December 31, 2018, 2019 and 2020

F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2019 and 2020

F-5

Notes to Consolidated Financial Statements for the years ended December 31, 2018, 2019 and 2020

F-6 - F-18



-10-


AMERITRUST CORPORATION AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEETS

As of December 31, 2018, 2019 and 2020

(All amounts stated in US$, except for number of shares data)


Notes

 

December 31,

2018

 

December 31,

2019

 

December 31,

2020

US$

US$

US$

ASSETS

   
    

Current assets

   

Cash and cash equivalents

1,295,126

1,934,243

2,122,260

Restricted cash

-

11,489,200

12,300,039

Accounts receivable

1,166,639

176,110

336,237

Other receivables

3

34,597,818

106,731,963

119,428,167

Inventory

18,674

18,447

19,686

Advances to suppliers

8,765,223

8,235,129

13,472,937

Real estate properties under development uncompleted 

4

147,207,668

184,594,362

217,697,886

Real estate properties development completed

4

45,702,027

45,400,796

66,579,304

Prepaid tax relating to real estate properties

1,903,526

Withholding tax

5,468,058

Amounts due from related parties

12

70,835,674

94,931,588

180,386,535

Total current assets

309,588,849

453,511,838

619,714,635

    

Property and equipment, net

5

25,294,730

70,705,166,137

70,704,889,426

Long-term investment

6

88,489,301

1,436,150

1,532,590

Intangible assets

7

5,079,227

5,505,794

5,781,242

Total non-current assets

118,863,258

70,712,108,081

70,712,203,258

TOTAL ASSETS

428,452,107

71,165,619,919

71,331,917,893

 

LIABILITIES AND SHAREHOLDERS'DEFICIT

 

Current liabilities

Accounts payables and notes payables

66,183,126

72,288,604

65,459,035

Short-term bank loans

8

193,842,844

188,222,589

200,974,910

Customer deposits

9

28,574,029

21,586,723

53,191,534

Other payables and accrued liabilities

11

233,485,835

279,002,508

81,048,760

Amounts due to related parties

12

45,580,796

59,985,614

262,159,708

Total current liabilities

567,666,630

621,086,038

662,833,948

 Long-term bank loans

--

11,532,744

Total non-current liabilities

--

11,532,744

Total liabilities

567,666,630

621,086,038

674,366,692

 

Commitments and contingencies

13

 

Shareholders' deficit

Common shares

11,428,728

70,696,195,118

70,696,382,506

Retained earnings

(155,254,578)

(157,964,926)

(38,789,206)

Accumulated other comprehensive (loss)/gain

4,611,327

6,303,689

-

Foreign currency translation adjustments

--

(42,099)

Total deficit

(139,214,523)

70,544,533,881

70,657,551,201

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT

428,452,107

71,165,619,919

71,331,917,893

The accompanying notes are an integral part of the consolidated financial statements.

-11-

AMERITRUST CORPORATION AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS/INCOME

For the years ended December 31, 2018, 2019, 2020

(ALL amounts stated in US$, except for number of shares data)


 

Notes

Year ended December 31

  

2018

2019

2020

  

US$

US$

US$

Revenue:

    

Real estate sales

 

8,261,049

1,495,522

16,231,698

Real estate lease income

 

2,813,248

2,115,251

4,912,262

Other sales revenue

 --

1,722,300

Nonbusiness income

 --

93,332

Total revenue

 

11,074,297

3,610,773

22,959,592

Costs of revenue:

 

Cost of real estate sales

 

(8,283,247)

(163,839)

783,573

Cost of real estate lease income

 

(781,964)

(845,255)

(314,838)

Other Operating Cost

 --

(1,722,300)

Nonoperating outlay

 --

(33,925)

Total costs of revenue

 

(9,065,211)

(1,009,064)

(1,287,490)

Gross profit

 

2,009,086

2,601,709

21,672,102

Taxes and Additional

 --

(2,089,105)

Selling and distribution expenses

 

(107,664)

(92,645)

(701,414)

General and administrative expenses

 

(3,098,869)

(2,990,319)

(2,912,975)

Operating loss

 

(1,197,447)

(481,255)

15,968,608

  

Interest expense

 

(12,524,411)

(14,584,995)

(15,110,920)

Gain on long term investment

 

-

12,377,195

3,309,410

Gain on disposal of properties

 

7,696,041

-

-

Dividends income

 

-

-

-

Loss from operations before income

 

(6,025,817)

(2,689,055)

4,167,098

Income taxes

10

(193,068)

(21,293)

Net loss

 

(6,218,885)

(2,710,348)

4,167,098

Foreign currency translation adjustments

 

7,885,013

1,692,362

-

Total comprehensive (loss)/income

 

1,666,128

(1,017,986)

4,167,098

The accompanying notes are an integral part of the consolidated financial statements.

-12-


AMERITRUST CORPORATION AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2018, 2019, 2020

(All amounts stated in US$, except for number of shares data)

Year Ended December 31,
 
2018
20192020
 
US$
US$
US$

CASH FLOWS FROM OPERATING ACTIVITIES:

   

Net Loss

(6,218,885)

(2,710,348)

4,167,098

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

2,016,079

1,820,673

1,901,997

Gain on disposal of properties

(7,696,041)

-

 

Changes in operating assets and liabilities:

Accounts receivable

(589,609)

984,628

(160,127)

Real estate properties development completed

(6,336,597)

(257,026)

(21,178,508)

Real estate properties under development

(41,906,027)

(39,537,610)

(33,103,524)

Inventory

-

-

(1,239)

Advances to suppliers

(294,305)

427,038

5,237,808

Other receivables

50,251,819

(73,171,515)

(12,696,204 )

Deposits for land use rights

---

Amounts due from related parties

--

(85,454,947 )

Accounts payable and notes payables

29,028,745

6,969,490

-

Customer deposits

3,880,688

(6,696,031)

(31,604,811)

Other payables and accrued liabilities

(9,226,749)

48,768,500

194,675,417

Net cash (used in) /provided by operating activities

12,909,118

(63,402,201)

15,713,865

CASH FLOWS FROM INVESTING ACTIVITIES:

Disposal of properties held for lease and property and equipment

--

-

Purchase of property and equipment

-

-

276,711

Acquisition of land use right

-

(581,440)

-

Acquisition of long-term investment

-

-

-

Proceed from disposal of properties

9,159,837

-

-

Proceed from disposal of long-term investment

-

86,706,847

-

Amounts due from related parties

(64,696,993)

(25,169,857)

-

Net cash (used in)/provided by investing activities

(55,537,156)

60,955,550

276,711

 

CASH FLOWS FROM FINANCING ACTIVITIES

Amounts due to related parties

47,480,492

15,086,524

(28,321,013)

Repayments of short-term bank loans and current portion of long-term bank loans

(237,751,030)

(195,608,470)

(194,798,738)

Proceeds from short-term bank loans and current portion of long-term bank loans

233,009,070

192,319,142

205,862,931

Capital injection

669,378

2,896,702

-

Net cash provided by financing activities

43,407,911

14,693,898

(17,256,821)

NET (DECREASE)/INCREASE IN CASH, CASH EQUIVALENTS AND

779,873

12,247,247

998,856

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(62,478)

(118,930)

-

Cash, cash equivalents and restricted cash, at beginning of year

577,731

1,295,126

13,423,443

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, AT END OF YEAR

1,295,126

13,423,443

14,422,299

 

SUPPLEMENTARY INFORMATION ON CASH FLOWS

Cash and cash equivalents

1,295,126

1,934,243

2,122,260

Restricted cash

-

11,489,200

12,300,039

The accompanying notes are an integral part of the consolidated financial statements.

-13-

AMERITRUST CORPORATION AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

For the years ended December 31, 2018, 2019, 2020

(ALL amounts stated in US$, except for number of shares data)

 

 

 

Common Shares

 

Retained Earnings

Other

Comprehensive

Income / (Loss)


Total

 

US$

US$

US$

US$

BALANCE AT DECEMBER 31, 2017

10,759,350

(149,035,693)

(3,273,686)

(141,550,029)

Capital injection

669,378

-

-

669,378

Foreign currency translation

-

-

7,885,013

7,885,013

Net loss

-

(6,218,885)

-

(6,218,885)

BALANCE AT DECEMBER 31, 2018

11,428,728

(155,254,57)

4,611,327

(139,214,523)

Capital injection

2,896,702

-

-

2,896,702

Proposed investment in twenty-nine properties

70,681,869,688

-

-

70,681,869,688

Foreign currency translation

-

-

1,692,362

1,692,362

Net loss

-

(2,710,348)

-

(2,710,348)

BALANCE AT DECEMBER 31, 2019

70,696,195,118

(157,964,926)

6,303,689

70,544,533,881

Adjustment of variances at the beginning of the period

187,388

115,008,622

(6,303,689)

108,892,321

Capital injection

(42,099)

--

(42,099)

Proposed investment in twenty-nine properties

----

Foreign currency translation

----

Net loss

-

4,167,098

-

4,167,098

BALANCE AT DECEMBER 31, 2020

70,696,340,407

(38,789,206)

-

70,657,551,201

The accompanying notes are an integral part of the consolidated financial statements.

-14-

Description of the Pro Forma Financial Statements

For The Years Ended December 2018, 2019 And 2020

1. Background information of business and organization

Liaoning Pacific Industrial Co., Ltd (“LPIC”) was incorporated on January 16, 20061996 located at No. 1998, Zhonghua Road, Heping District, Shenyang City. LPIC is engaged in the field of real estate development and sale of commercial housing, design and construction of security technology and hotel management. On April 22, 2020, Ameritrust Corporation, a Georgia Corporation, has not yet realized any revenues from its operations.



NOTE 2 – Summarysigned share exchange agreement with LPIC by issuing 169,971,671 shares of Significant Accounting Policies

This summarycommon stock in exchange of LPIC’s all outstanding shares.

Panjin Pacific Real Estate Co., Ltd., (“PPRE”) was incorporated on July 31, 2014 located at No. 36 Shifu Street, Xinglongtai District, Panjin City. PPRE is engaged in the field of real estate development; sales of commercial houses; interior and exterior decoration design and construction. On April 22, 2020, Ameritrust Corporation, a Georgia Corporation, has signed share exchange agreement with PPRE by issuing 141,643,059 shares of common stock in exchange of PPRE’s all outstanding shares.

Shenyang Haojingxiang Real Estate Co., Ltd. (“SHRE”) was incorporated on 23, 2016 located at No. 644, Minglian Road, Huanggu District, Shenyang City. SHRE is engaged in the field of power engineering construction, highway engineering, bridge engineering, indoor and outdoor decoration engineering design and construction. On April 22, 2020, Ameritrust Corporation, a Georgis Corporation, has signed share exchange agreement with SHRE by issuing 118,035,883 shares of common stock in exchange of SHRE’s all outstanding shares.

Fushun Fortune Plaza Real Estate Co., Ltd. (“FFPRE”) was established on September 11, 2018 located at No. 4 store, Building 100, Gaoshan Road, Shuncheng District, Fushun City, Liaoning Province. FFPRE is engaged in the field of real estate development, sales, property management, real estate development, commercial housing sales and house rental. On April 22, 2020, Ameritrust Corporation, a Georgis Corporation, has signed share exchange agreement with FFPRE by issuing 141,643,059 shares of common stock in exchange of FFPRE’s all outstanding shares.

2.Summary of significant accounting policies is presented to assist

(a) The Group and basis of presentation and consolidation

The four entities (collectively, the “Group”) are principally engaged in understanding Gryphon’s financial statements.residential real estate development and the Group's operations are conducted in the PRC. The accompanying consolidated financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity. These accounting policies conform tohave been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). All inter-company transactions and balances between the companies have been eliminated upon consolidation.

The accompanying financial statements are presented on the basis that the Group is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the United Statesnormal course of Americabusiness.

The Group incurred net loss of US$4,167,098(December 31, 2019: US$2,710,348; December 31, 2018: US$6,218,885) and have been consistently appliednet cash used in operating activities of US$998,856 (December 31, 2019: US$63,402,201; December 31, 2018: US$12,909,118) during the year ended December 31, 2020. As of December 31, 2020, the Group had net current liability of US$662,833,948(December 31, 2019: US$167,574,200; December 31, 2018: US$258,077,781) and equity of US$70,657,551,201(December 31, 2019: US$70,544,533,881; December 31, 2018: US$-139,214,523).

The ability to continue as a going concern is dependent upon the Group’s profit generating operations in the preparationfuture and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. Therefore, there is substantial doubt about the ability of the entity to continue as a going concern within one year after the date that the financial statements which are statedissued. In light of management’s efforts, there are no assurances that the Group will be successful in U.S. Dollars.


this or any of its endeavors or become financially viable and continue as a going concern. The Group expects to finance operations primarily through capital contributions from the shareholders. These consolidated financial statements reflect the following significant accounting policies:

Exploration Stage Company

The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. As an exploration stage enterprise, the Company discloses the deficit accumulated during the exploration stage and the cumulative statements of operations and cash flows from inceptiondo not include any adjustments to the current balance sheet date.

Exploration Costsrecoverability and Mineral Property Right Acquisitions

The Company is primarily engaged inclassification of recorded asset amounts and classification of liabilities that might be necessary should the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities – Mining (AS 930). An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. When it has been determined that a mineral property canGroup be economically developedunable to continue as a resultgoing concern.

-15-

(b )Use of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.



GRYPHON RESOURCES, INC.
(An Exploration Stage Company)

Notes to Financial Statements


Non-Controlling Interest

As required by GAAP, the Statement of Operations for the Exploration Stage Period from January 16, 2006 to December 31, 2011 include the allocation to ‘Non-Controlling Interest’ of a proportionate share of the Company’s discontinued operations net losses and related accounts which pertained to the 1% ownership interest in its former subsidiary which was not owned by the Company. This is an historic carryforward due to the extinguishment of any Non-Controlling Interest at the time of the sale of our subsidiary.

Use of 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 amounts reported amounts of assetsin the consolidated financial statements and liabilitiesaccompanying notes, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates are used for, but not limited to, the selection of the useful lives of property and equipment and finance lease, allowance for doubtful amount associated with accounts receivables, other receivables, contract assets and advances to suppliers,  fair values of the purchase  price allocation with respect to business combinations, progress towards the completion  of the performance obligation, accounting for the impairment of real estate properties under development, real estate properties held  for lease and long-term investments and provision necessary for contingent liabilities. Management believes that the estimates utilized in preparing its consolidated financial statements are reasonable and the reported amounts of revenues and expenses during the period.prudent. Actual results could differ from these estimates.

(c) Fair value of financial instruments

Financial instruments include cash and cash equivalents, restricted cash, accounts receivable, other deposits and prepayments, due from related parties, other receivables, long-term investments, accounts payable, customer deposits, other payables and accrued liabilities, short- term bank borrowings and due to related parties. The carrying amounts of the aforementioned financial instruments, mainly long-term investments. Long-term investment has no quoted market prices and it is not practicable to estimate their fair value without incurring excessive costs. The Group reviews the investments for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable.

For long-term investments other than those estimates.


Earningsaccounted for under the equity method or (Loss) per Share

Basic lossthose that result in consolidation of the investee, the Group measures equity investments at fair value and recognizes any changes in fair value in net income. However, for equity investments that do not have readily determinable fair values and do not qualify for the existing practical expedient in ASC 820 to estimate fair value using the net asset value per share is calculated by dividing(or its equivalent) of the net loss availableinvestment, the Group chose to common stockholders by the weighted average number of common shares outstandingmeasure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the period. The denominator in this calculation is adjusted to reflect any stock splitsidentical or stock dividends.

Diluted loss per share is calculated using the treasury method which requires the calculation of diluted loss per share by assuming that any outstanding stock options with an average market price that exceeds the average exercise pricesa similar investment of the optionssame issuer. At each reporting date, the Group is required to make a qualitative assessment as to whether equity investments without a readily determinable fair value for which the year, are exercisedmeasurement alternative is elected is impaired. In the event that a qualitative assessment indicates that the investment is impaired and the assumed proceeds are used to repurchase shares of the Company at the average market price of the common shares for the year. An incremental per share effect is then calculated for each option. The denominator of the diluted loss per share formula is the number common shares outstanding at balance sheet date plus the incremental shares assumed to be issued from treasury for option exercises, less the number of shares assumed to be repurchased, weighted by the period they are assumed to be outstanding. This dilution calculation did not affect current fiscal year results because the Company does not have an Option Plan and has not issued any stock options; nor equity security equivalents such as warrants.

Stock-based Compensation

The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arisinginvestment is less than the carrying value, the carrying value is written down to its fair value. A variety of factors are considered when determining if a decline in fair value is below carrying value, including, among others, the financial condition and prospects of the investee.

Accounting guidance defines fair value as the price that would be received from subsequent modifications of awards afterselling an asset or paid to transfer a liability in an orderly transaction between market participants at the grant date mustmeasurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recognized. The Company has not adoptedrecorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

Accounting guidance establishes a stock option plan and has not granted any stock options; nor has it made any awards of stock, or stock equivalents.



GRYPHON RESOURCES, INC.
(An Exploration Stage Company)

Notes to Financial Statements


Estimated Fair Value of Financial Instruments

ASC 820, "Fair Value Measurements",fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs intoAccounting guidance establishes three levels of inputs that may be used to measure fair value:

Level 1:

Level 1 applies to assets or liabilities for which there are1-Observable inputs that reflect quoted prices in active markets for identical assets or liabilities.

Level 2:
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices(unadjusted) for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significantmarkets

Level 2-Includes other inputs are observable or can be derived principally from, or corroborated by, observable market data.


Level 3:
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant todirectly or indirectly observable in the measurement ofmarket place

Level 3-Unobservable inputs which are supported by little or no market activity.

ASC 820 describes three main approaches for measuring the fair value of theassets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities.


The Company's financial instruments consist principally of cash, accounts payable, and shareholder advances. Pursuantincome approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

In accordance with ASC 820, investment in marketable equity securities and investment in real estate investment trusts ("REITs") classified as is within Level 1 as the Group measures the fair value using quoted trading prices that are published on a regular basis, and investment in equity securities in unlisted companies categorized as Level 3 is measured at fair value using alternative method, less any impairment, plus or minus changes resulting from observable price in orderly transactions.

-16-

(d) Foreign currency translation

The Group's financial information is presented in U.S. dollars. The functional currency of our cashthe entities of the Group located in the PRC is determined based on "Level 1" inputs, which consistRenminbi ("RMB"), the currency of quoted prices in active markets for identical assets. We believe that the recorded valuesPRC. The consolidated financial statements of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.


It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events thatGroup have been recognizedtranslated into U.S. dollars in the Company’saccordance with ASC 830, Foreign Currency Matters. The PRC entities’ financial statements or tax returns using the liability method. Under this method, deferred tax liabilitiesinformation is first prepared in RMB and assets are determined based on the temporary differences between the financial statement carrying amounts and tax bases ofthen is translated into U.S. dollars at period-end exchange rates as to assets and liabilities using enactedand average exchange rates as to revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in effecttranslation.

(e) Cash and cash equivalents

The Group considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Group maintains bank accounts mainly in the years during which the differences are expected to reverse and upon the possible realization of net operating loss carry-forwards. Additionally, the Company has not recognized any amount for a tax position taken or expected to be taken on its tax return, or for any interest or penalties.


Valuation of Long-Lived Assets

PRC. The Company will periodically analyze its long-lived assets 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.


GRYPHON RESOURCES, INC.
(An Exploration Stage Company)

Notes to Financial Statements


Foreign Currency
The booksvast majority of the CompanyPRC bank balances are maintained in United States dollars and this is the Company’s functional and reporting currency. Transactions denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statements of Operations:

(i)  Monetary items are recorded at the rate of exchange prevailing as at the balance sheet date;
(ii)  Non-Monetary items including equity are recorded at the historical rate of exchange; and
(iii)  Revenues and expenses are recorded at the period average in which the transaction occurred

RMB.

Cash and Cash Equivalents


The Company considers cash and cash equivalents to consist ofincludes cash on hand and demand deposits in accounts maintained with various state-owned and private banks within the PRC. Total cash in banks (excluding restricted cash), of which the vast majority of deposits are not covered by insurance.

(f) Restricted cash

The Group is required to maintain certain deposits with banks that provide banking facilities.

As of December 31, 2020, the Group held US$12,260,724(December 31, 2019: US$ 11,489,200, December 31, 2018: nil) in its bank accounts with withdrawal restriction for its Note Payables.

(g) Real estate properties development completed and under development

Real estate properties completed and under development consist of residential unit sites and commercial offices. The Group leases the land for the residential unit sites under land use right leases with various terms from the PRC government. Real estate properties development completed and under development are stated at the lower of carrying amounts or fair value less selling costs.

Expenditures for land development, including cost of land use rights, deed tax, pre-development costs and engineering costs, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales value of units to the estimated total sales value times the total project costs.

Costs of amenities transferred to buyers are allocated as common costs of the project that are allocated to specific units as a component of total construction costs. For amenities retained by the Group, costs in excess of the related fair value of the amenities are also treated as common costs. Results of operations of amenities retained by the Group are included in the current operating results.

In accordance with ASC 360, Property, Plant and Equipment ("ASC 360"), real estate property development completed and under development are subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value.  The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets.

-17-

When the profitability of a current project deteriorates due to a slowdown in the sales pace, reduction of pricing or some other factor, this indicates that there may be a possible future loss on delivery and possible impairment in the recoverability of the assets. Accordingly, the assets of such project are subsequently reviewed for future losses and impairment by comparing the estimated future undiscounted cash flows for the project to the carrying value of such project. If the estimated future undiscounted cash flows are less than the asset's carrying value, such deficit will be charged as a future loss and the asset will then be written down to its estimated fair value.

The Group determines estimated fair value primarily by discounting the estimated future cash flows relating to the asset. In estimating the cash flows for a project, the Group uses various factors including (a) the expected pace at which the planned number of units will be sold, based on competitive market conditions, historical trends in sales pace and actual average selling prices of similar product offerings and any other long or short-term economic conditions which may impact the market in which the project is located; (b) the estimated net sales prices expected to be attained based on the current market conditions and historical price trends, as well as any estimated increases in future sales prices based upon the projected rate of unit sales, the estimated time gap between presale and expected delivery, the impact of government policies, the local and regional competitive environment, and certain external factors such as the opening of a subway line, school or factory; and (c) the expected costs to be incurred in the future by the Group, including, but not limited to, construction cost, construction overhead, sales and marketing, sales taxes and interest costs.

The Group's determination of fair value requires discounting the estimated cash flows at a rate commensurate with the inherent risk associated with the assets and related estimated cash flows. The discount rate used in determining each project's fair value depends on the stage of development, location and other specific factors that increase or decrease the risk associated with the estimated cash flows.

For the periods presented, the Group did not recognize any impairment for real estate properties completed and under development.

(h) Revenue recognition

Revenue is recognized when control of the goods or services are transferred to the customer at an initial maturityamount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group also elected to exclude sales taxes and other similar taxes from the measurement of 90 daysthe transaction price. Therefore, revenues are recognized net of business tax, value added taxes ("VAT").

Real estate sales

Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. Depending on the terms of the contract and the laws that apply to the contract, control of the asset may transfer over time or at a point in time.

For real estate sales contracts for which the Group has an enforceable right to payment for performance completed to date, revenue is recognized over time by measuring the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains the physical possession, the legal title, or the significant risks and rewards of ownership of the assets and the Group has present right to payment and the collection of the consideration is probable. The progress towards complete satisfaction of the performance obligation is measured based on the Group's efforts or inputs to the satisfaction of the performance obligation, by reference to the contract costs incurred up to the end of reporting period as a percentage of total estimated costs for each contract.

Generally, the Group receives short-term advances from its customers for real estate sales. Using the practical expedient, the Group does    not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays for that good or service will be one year or less.


Risks and Uncertainties

The CompanyGroup also receives long-term advances from customers for real estate sales. The transaction price for such contracts   is adjusted for the effects of a financing component, if long-term advances from customers is assessed as significant at the individual contract level.

Real estate management lease income

Real estate lease income is generally recognized on a straight-line basis over the terms of the tenancy agreements. For real estate leases, these contracts are treated as leases for accounting purposes, rather than contracts with customers subject to substantialASC 606.

Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognized when the payment is made or the payment is due (whichever is earlier). The Group's contract liabilities are comprised of customer deposits, which are recognized as revenue when the Group performs under the contract.

-18-

The following table presents the Group's contract balances as of December 31, 2018, 2019 and 2020:

 

December 31, 2018

December 31, 2019

December 31, 2020

Customer deposits

28,574,029

21,586,723

53,191,534

(i) Accounts receivable

Accounts receivable represents the Group's right to an amount of consideration that is unconditional (i.e. only the passage of time is required before payment of the consideration is due). The Group's account receivable consists of balances due from customers for the sale of residential units and lease income in the PRC. These balances are unsecured, bear no interest and are due within a year.

Accounts receivable are reviewed periodically as to whether their carrying value has become impaired. The Group considers the assets to be impaired if the collectability of the balances become doubtful. As of December 31, 2020, there was no allowance for doubtful accounts (December 31, 2019: nil, December 31, 2018: nil).

(j) Other receivables

Other receivables consist of various cash advances to unrelated companies and individuals with which the Group has business risksrelationships.

Other receivables are reviewed periodically as to whether their carrying value has become impaired. The Group considers the assets to be impaired if the collectability of the balances becomes doubtful. As of December 31, 2020, there was no allowance for doubtful accounts (December 31, 2019: nil, December 31, 2018: nil)

(k) Deposits for land use rights

Deposits for land use rights consist of upfront cash payments made to local land bureaus to secure land use rights under executed short-term or long-term land framework cooperation agreements or land use rights agreements.

Deposits for land use rights are reviewed periodically as to whether their carrying value has become impaired. The Group considers the assets to be impaired if the collectability of the balances become doubtful. There were no impairment losses for any periods presented.

(l) Advances to suppliers

Advances to suppliers consist of amounts paid to contractors and uncertainties inherentvendors for services and materials that have not been provided or received and generally relate to the development and construction of residential or commercial units in starting a new business. Therethe PRC. Advances to suppliers are reviewed periodically to determine whether their carrying value has become impaired. The Group considers the assets to be impaired if it is doubtful that the services and materials can be provided. As of December 31, 2018, 2019and 2020, there was no assurance the Company will be able to generate sufficient revenues or obtain sufficient funds necessary for launching a new business venture.


Revenue Recognition

Revenueallowance provided.

(m) Customer deposits

Customer deposits consist of sales proceeds received from customers from the sale of precious and/residential or other metals and co-productscommercial units in the PRC. In the PRC, customers will be recognized whengenerally obtain financing for the following conditions are met: persuasive evidencepurchase of an arrangement exists; delivery has occurred in accordance withtheir residential or commercial unit prior to the termscompletion of the arrangement;project. The Group receives these funds and recognizes them as a customer deposit current liability until the price is fixed or determinablerevenue can be recognized.

-19-

(n) Notes payable and collectability is reasonably assured. Revenue for precious metal bullion will be recognizedother payables

Notes payable represents short-term bank acceptance notes issued by financial institutions that entitle the holder to receive the stated amount from the financial institutions at the timematurity date of deliverythe notes. The Group has utilized notes payable to settle amounts owed to suppliers and transfercontractors. The notes payable is non-interest bearing and is normally settled within six months. Notes payable was US$356,643, US$22,978,400 and US$24,521,449 as of title to counter-parties.


Capital Assets

Capital assets will beDecember 31, 2018, 2019 and 2020, respectively.

(o) Property and equipment, net

Property and equipment are recorded at cost.cost less accumulated depreciation. Depreciation will be recorded based onis computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of the assets are as follows:

Office buildings

5-20 years

Vehicles

5-10 years

Equipment

5-10 years

Furniture and fixtures

3-10 years

Maintenance, repairs and minor renewals are charged directly to expense as incurred unless such expenditures extend the useful life or represent a betterment, in which case they are capitalized.

(p) Income taxes

The Group accounts for income tax using the balance sheet method. Deferred taxes are provided for 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, as well as unutilized net operating losses. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Group is able to realize their benefits, or that future utilization is uncertain.

Late payment interests and penalties arising from underpayment of income taxes is recognized according to the relevant tax law. The amount of interest expense to be recognized is computed by applying the applicable statutory rate of interest to the difference between the tax position recognized and the amount previously taken or expected to be taken in a tax return. Interest recognized in accordance with ASC 740-10, Income Tax ("ASC 740-10") is classified in the consolidated financial statements as interest expense, while penalties recognized in accordance with this interpretation are classified in the consolidated financial statements as other expenses.

In accordance with the provisions of ASC 740-10, the Group recognizes in its consolidated financial statements the impact of a tax position if a tax return's position or future tax position is "more likely than not" to prevail (defined as a likelihood of more than fifty percent of being sustained upon audit, based on the technical merits of the tax position). Tax positions that meet the "more likely than not" threshold are measured (using a probability weighted approach) at timethe largest amount of acquisition. At presenttax benefit that has a greater than fifty percent likelihood of being realized upon settlement. The Group's estimated liability for unrecognized tax benefits is periodically assessed for adequacy and may be affected by changing interpretations of laws, rulings by tax authorities, certain changes and/or developments with respect to audits, and expiration of the Company hasstatute of limitations. The outcome for a particular audit cannot be determined with certainty prior to the conclusion of     the audit and, in some cases, appeal or litigation process. The actual benefits ultimately realized may differ from the Group's estimates. As each audit is concluded, adjustments, if any, are appropriately recorded in the Group's consolidated financial statements. Additionally, in future periods, changes in facts, circumstances, and new information may require the Group to adjust the recognition and measurement estimates with regards to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur.

(q) Land Appreciation Tax ("LAT")

In accordance with the relevant taxation laws for real estate companies of the provinces in which the entities operate in the PRC, the local tax authorities levy LAT based on progressive rates ranging from 30% to 60% on the appreciation of land value, being the proceeds of sales of properties less deductible expenditures, generally including borrowing costs and relevant property development expenditures. LAT is generally prepaid based on a fixed percentage (varying by local tax jurisdiction) of customer deposits and is expensed when the related revenue is recognized.

(r) Comprehensive income

Comprehensive income is defined as the changes in equity of the Group during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, Comprehensive Income, requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. For each of the periods presented, the Group's comprehensive income includes net income and foreign currency translation adjustments and is presented in the consolidated statements of comprehensive income.

-20-

(s) Leases

The Group adopted ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) from January 1, 2019.

As a lessor, the Group’s leases are classified as operating leases under ASC 842, and thus the pattern of recognition of real estate lease income remains unchanged from previous lease accounting guidance. Leases, in which the Group is the lessor, are substantially all accounted for as operating leases and the lease components and non-lease components are accounted for separately.

(t) Segment Reporting

In accordance with ASC 280, Segment Reporting, segment reporting is determined based on how the Group's chief operating decision maker reviews operating results to make decisions about allocating resources and assessing performance for the Group. However all four entities of the Group are operating in the Liaoning Province, which the property developments have similar expected economic characteristics, type of properties offering, customers and market and regulatory environment. Hence there is no depreciable assets.


segment report disclosed.

(u) Recent Accounting Pronouncements


Various accounting pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses ("ASU 2016-13"). The amendments in ASU 2016- 13 update guidance on reporting credit losses for financial assets. This ASU requires entities to measure credit losses for financial assets measured at amortized cost based on expected losses rather than incurred losses. For available-for-sale debt securities with unrealized losses, entities will be required to recognize credit losses through an allowance for credit losses. These amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have beenthe contractual right to receive cash. For public business entities that are U.S. SEC filers, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Group is currently evaluating the impact on its consolidated financial statements of adopting this guidance.

In November 2018, the FASB issued during 2012ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and 2011, noneTopic 606. This update clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer and precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. The update is effective in fiscal years beginning after December 15, 2019, and interim periods therein, and early adoption is permitted for entities that have adopted ASC 606. This guidance should be applied retrospectively to the date of which are expected toinitial application of Topic 606. The Group does not believe the adoption of ASU 2018-18 will have a material effectimpact on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This update simplifies the accounting for income taxes as part of the FASB's overall initiative to reduce complexity in accounting standards. The amendments include removal of certain exceptions to the general principles of ASC 740, Income taxes, and simplification in several other areas such as accounting for a franchise tax (or similar tax) that is partially based on income. The update is effective in fiscal years beginning after December 15, 2020, and interim periods therein, and early adoption is permitted. Certain amendments in this update should be applied retrospectively or modified retrospectively, all other amendments should be applied prospectively. The Group is currently evaluating the impact on its financial statements of adopting this guidance.

-21-

3. Other receivables

The following summarizes the Company.



8

Tabledetails of Contentsother receivables:

 

December 31,

2018

 

December 31,

2019

 

December 31, 2020

 

US$

 

US$

 

US$

Fushun Land Acquisition Reserve Trading Center

-

24,183,876

Shenyang Pacific Xin Tiandi Real Estate Co., Ltd.

8,001,410

9,582,818

Liaoning Pacific Real Estate Co., Ltd.

-

8,658,402

Liaoning Li De Wu Trading Co., Ltd.

8,137,950

7,383,842

Shenyang Xilun Textile Industry Co., Ltd.

-

7,209,473

7,693,604

Shenyang Huixiang Yidong Trading Co., Ltd.

7,269,200

7,180,750

Liaoning Zhucheng Real Estate Co., Ltd.

-

7,180,750

7,662,953

Liaoning Yudong Trading Co., Ltd.

-

7,028,462

Shengbo, Li

3,289,633

3,249,605

Fushun Shuncheng District Land Reserve Integration Center

-

2,982,941

3,517,432

Liaoning Zangyuan Investment Co., Ltd.

4,256,160

2,312,296

Shenyang Hongda Technology Co., Ltd.

1,859,408

1,836,783

1,960,127

Minghui Financial Leasing Co., Ltd.

2,548,830

-

Huizhou Shunzhan Trading Co., Ltd.

-

-

1,879,411

Dalian Baichuan Golden Sun Culture Shenyang Branch

-

-

1,304,089

Yan, Xing

-

-

1,180,554

Jilin Jiuying Investment Management Group Co., Ltd.

--

1,271,759

Liying, Huang

-

-

1,145,228

Zhejiang Baide Guangzhen Film and Television Culture Co., Ltd.

-

-

1,097,335

Dongmei, Ren

--

1,072,813

Yongan

--

10,357,610

Shen He Xia Wei Yi

--

1,831,867

Beijing Yangxin Yang Consulting Co., Ltd

--

198,769

Light Industry Plant II (Wang Zhongxuan)

--

8,429,248

Shenyang Chengda Refrigeration Co., Ltd

--

6,216,359

Panjin Wanxin Hui Trading Co., Ltd

--

6,206,992

Liaoning Amelit Environmental Materials Technology Co. Ltd

--

5,534,868

Tiexi and Shengyuan Board Distribution

--

4,597,772

Shenyang Qizhi Trading Co., Ltd

--

4,367,883

Ming Hui Finance Lease Limited

--

3,852,101

Hanji Shun

--

3,065,181

Shenyang Hongda Technology Co. Ltd

--

1,960,127

Shenyang Chengjun Haifu Trading Co., Ltd

--

1,924,134

Dalian Mingshang Trading Co., Ltd

--

1,685,850

Shenyang Tiexi Xinsheng and Hardware Building Materials Distribution Department

--

1,532,591

Shenyang Jiuli Building Materials Co. Ltd

--

1,532,591

Huludao Longgang District Wanxiang Microloan Company

--

1,532,591

Zhao Zhijia

--

1,494,276

Hu Qi

--

1,380,328

-22-

Xu He-nan

--

1,226,072

Beijing Business Hotel

--

1,067,975

By Delin (Dandong property)

--

1,019,173

East Yu

--

996,184

Yin Baoli

--

995,310

Jiang Shaowei (Knitting Factory 2)

--

841,014

Ruifeng Huayang Investment Company

--

766,295

Dalian Bowen Hotel Management Co., Ltd

--

766,295

Exhibition

--

766,295

Shenyang Boyi Heng Decoration Engineering Co. Ltd

--

756,607

Li Dongfei

--

742,157

Hong Lei

--

674,263

Xu Bin

--

552,177

Su Wenbo

--

505,755

Xue Peihua

--

505,755

Sun Liang

--

503,808

Lee Siu-sen

--

488,127

Shenyang Shenyang Shenyang City Business Hotel

--

475,299

Li Chen Huludao Dongsheng Carbon Plant

--

459,777

Panjin He Chong Real Estate Marketing Planning Co. Ltd

--

433,178

Zhang Yu

--

409,048

Zhang Qi

--

387,745

Chifeng Tongyuan Gold Mine Co., Ltd

--

382,381

Fuxin Bank

--

319,577

Zhao Ling

--

306,518

Ho Wan Army

--

306,518

Bi Wenping

--

295,024

China Well-off Construction Association

--

265,068

Song Jinghai

--

229,889

Du Peng

--

227,945

Tiedong Chaoshan Hotel

--

218,754

KIM CHUL RAK( Kim Chollo)

--

199,237

Chao Lou Hotel, Longgang District

--

199,237

Fuxin Bank Shenyang Branch Business Department (Lu Jingqiang)

--

199,236

Li Xiaobai

--

180,802

Ai Jiang Shan

--

168,585

Zhang Jun

--

154,216

Qi Ying

--

153,597

Yujunge Entertainment Club, Zhongshan District, Dalian

--

153,259

Lee Kam-wah

--

153,259

Shenyang Yixing Aerospace Equipment Manufacturing Group Co. Ltd

--

153,259

Li Weiyi

--

153,259

Liaoning Construction and Installation Group Co., Ltd. Rongpan Branch

--

153,259

Shenyang Yongsheng Leisure Shopping Plaza Co., Ltd

--

153,259

High Star

--

153,259

Others

1,784,057

16,763,433

1,778,018

 

34,597,818

106,731,963

119,428,167

 
GRYPHON RESOURCES, INC.
(An Exploration Stage Company)

Notes

Other receivables primarily represent various cash advances to Financial Statements



NOTE 3 – Basisunrelated companies and individuals with which the Group has business relationships and they are unsecured, non-interest bearing and due on demand.

-23-

4. Real estate properties development completed and under development

The following summarizes the components of Presentationreal estate properties development completed and Going Concernunder development at December 31, 2018, 2019 and 2020:

  

December 31,

 
 

2018

2019

2020

 

US$

US$

US$

Development completed:

   

Panjin Fortune Building

43,666,894

43,227,664

64,188,025

Jing Bin Yuan

2,174

2,148

2,292

Hunnan Project

52,084

51,450

54,905

Jinzhaoyuan International Building - Shenyang North Station Zhixuan Holiday-Inn

1,979,507

1,955,421

2,086,732

Beier Road Project

1,368

1,352

1,443

Connection of Phase I and phase II Shopping Malls

-

108,049

185,056

Jinzhaoyuan International Building - Mulongquan Spa

54,712

60,852

Real estate properties development completed

45,702,027

45,400,796

66,579,304

 

Jinzhaoyuan International Building - North Station Building Phase I

4,095,064

4,045,236

4,428,762

Global Financial Center - North Station Building Phase II

85,756,748

85,502,606

91,944,238

Jinzhaoyuan International Building - Shenyang North Station Zhixuan Holiday-Inn

-

-

0

Global Financial Center - Marriott Hotel

30,933,093

40,267,662

45,187,463

Connection of Phase I and phase II Shopping Malls

52,843

-

Financial Building (Holiday Inn)

5,424,533

5,440,132

5,814,858

Financial Building (Building as a whole)

18,120,810

17,959,414

19,232,527

Financial Building (Anshan Office)

36,346

67,671

418,625

Financial Building (Anshan Sales Office)

14,506

14,330

82,371

Financial Building (Three-dimensional Parking Equipment)

141,150

225,601

577,921

Financial Building (Heat Exchange Station, Fire Pump)

182,578

319,117

340,546

Financial Building (Chaoshan Kitchen)

-

143,615

391,924

Fushun Jin Ri Yang Guang (Site 1-1#)

-

28,211,006

49,278,651

Prepaid tax relating to real estate properties

4,473,261

4,437,055

-
 

149,230,932

186,633,445

217,697,886

Prepaid taxes related to real estate

1,903,526

(Loss)/profit recognized

(1,830,158)

(1,844,825)

-

Less: progress billings (Note 9)

(193,106)

(194,258)

-

Real estate properties under development:

147,207,668

184,594,362

219,601,412

 

Total real estate properties development completed and under development

192,909,695

229,995,158

286,180,716


Generally accepted accounting principles in the United States of America contemplate the continuation

5. Property and equipment, net

Property and equipment consisted of the Company as a going concern. However,following:

 

December 31,

2018

December 31,

2019

December 31,

2020

 

US$

US$

US$

Vehicles

11,826

11,682

725,378

Equipment

730,189

687,723

12,467

Furniture and fixtures

266,102

290,665

273,017

Office buildings

35,191,142

34,762,945

37,097,350

Proposed investment in twenty-nine properties(1)

-

70,681,869,688

70,681,869,688

Total

36,199,260

70,717,622,703

70,719,977,900

Accumulated depreciation

(10,904,530)

(12,456,566)

(15,088,474)

Property and equipment, net

25,294,730

70,705,166,137

70,704,889,426

-24-

(1) The details of the Company had a net losstwenty-nine properties are listed below:

 

 

 

Appraisal Value

RMB

 

 

Estimated appraisal

Value (USD:$)

(RATIO 1:7.06)

 

 

Estimated Total Investment

RMB

 

Estimated Total Investment(USD:$) (RATIO 1:7.06)

USD

TOTAL NUMBER

OF

SHARES

SUBSCRIBED

($3 PER SHARE)

1. Hai Wan Cheng Project

4,100,000,000

580,736,544

40,600,000,000

5,750,708,215

1,916,902,738

2. Changchun Meixin Fortune Plaza Project

3,533,333,333

500,472,143

10,600,000,000

1,501,416,431

500,472,144

3. Beijing Meixin Fortune Plaza Project

11,366,666,667

1,610,009,443

34,100,000,000

4,830,028,329

1,610,009,443

4. Shanghai Meixin Fortune Plaza Project

11,233,333,333

1,591,123,702

33,700,000,000

4,773,371,105

1,591,123,702

5. Sanya Meixin Fortune Plaza Project

5,266,666,667

745,986,780

15,800,000,000

2,237,960,340

745,986,780

6. Harbin Meixin Fortune Plaza Project

3,600,000,000

509,915,014

10,800,000,000

1,529,745,042

509,915,014

7. Shenyang Meixin Fortune PlazaProject

7,333,333,333

1,038,715,770

22,000,000,000

3,116,147,309

1,038,715,770

8. Hangzhou Meixin Fortune Plaza Project

9,600,000,000

1,359,773,371

28,800,000,000

4,079,320,113

1,359,773,371

9. Fuzhou Meixin Fortune Plaza Project

4,600,000,000

651,558,074

13,800,000,000

1,954,674,221

651,558,074

10. Jinan Meixin Fortune Plaza Project

3,600,000,000

509,915,014

10,800,000,000

1,529,745,042

509,915,014

11. Guangzhou Meixin Fortune Plaza Project

9,733,333,333

1,378,659,112

29,200,000,000

4,135,977,337

1,378,659,112

12. Wuhan Meixin Fortune Plaza Project

4,600,000,000

651,558,074

13,800,000,000

1,954,674,221

651,558,074

13. Chengdu Meixin Fortune Plaza Project

5,933,333,333

840,415,486

17,800,000,000

2,521,246,459

840,415,486

14. Kunming Meixin Fortune Plaza Project

4,100,000,000

580,736,544

12,300,000,000

1,742,209,632

580,736,544

15. Lanzhou Meixin Fortune Plaza Project

3,533,333,333

500,472,143

10,600,000,000

1,501,416,431

500,472,144

16. Nanning Meixin Fortune Plaza Project

3,333,333,333

472,143,532

10,000,000,000

1,416,430,595

472,143,532

17. Yinchuan Meixin Fortune Plaza Project

3,033,333,333

429,650,614

9,100,000,000

1,288,951,841

429,650,614

18. Taiyuan Meixin Fortune Plaza Project

3,600,000,000

509,915,014

10,800,000,000

1,529,745,042

509,915,014

19. Nanjing Meixin Fortune Plaza Project

5,400,000,000

764,872,521

16,200,000,000

2,294,617,564

764,872,521

20. Hefei Meixin Fortune Plaza Project

3,600,000,000

509,915,014

10,800,000,000

1,529,745,042

509,915,014

21. Zhengzhou Meixin Fortune Plaza Project

3,600,000,000

509,915,014

10,800,000,000

1,529,745,042

509,915,014

22. Changsha Meixin Fortune Plaza Project

4,100,000,000

580,736,544

12,300,000,000

1,742,209,632

580,736,544

23. Guiyang Meixin Fortune Plaza Project

3,600,000,000

509,915,014

10,800,000,000

1,529,745,042

509,915,014

24. Xi'an Meixin Fortune Plaza Project

5,266,666,667

745,986,780

15,800,000,000

2,237,960,340

745,986,780

25. Chongqing Meixin Fortune Plaza Project

7,266,666,667

1,029,272,899

21,800,000,000

3,087,818,697

1,029,272,899

26. Tianjin Meixin Fortune Plaza Project

7,266,666,667

1,029,272,899

21,800,000,000

3,087,818,697

1,029,272,899

27. Shenzhen Meixin Fortune Plaza Project

11,366,666,667

1,610,009,443

34,100,000,000

4,830,028,329

1,610,009,443

28. Fushun Bank

10,000,000,000

1,416,430,595

10,000,000,000

1,416,430,595

472,143,532

29. Dalian Plastic Surgery Hospital Project

14,000,000

1,983,003

14,000,000

1,983,003

661,001

Total

163,580,666,666

23,170,066,100

499,014,000,000

70,681,869,688

23,560,623,229

-25-

As of $(23,320) for the three month period ended December 31, 20112018, 2019 and has accumulated net losses of $(684,829) since inception. Additionally2020, the Company has had limited business operations, which raises substantial doubt about its ability to continue as a going concern. The continuationlong-term investment consisted of the Company is dependent on many factors, many of which have a high degree of uncertainty.following:

   

December 31,

 

Initial Cost

Ownership

2018

 

US$

%

US$

    Nonmarketable equity securities

   

Fuxin Bank Co., Ltd.

92,016,904

5%

87,035,461

Shenyang Yuhong Yongan Village Bank Co., Ltd.

1,537,050

10%

1,453,840

Total

93,553,954

15%

88,489,301

   
  
December 31,

Initial Cost

Ownership

2019

US$

%

US$

    Nonmarketable equity securities

   

Shenyang Yuhong Yongan Village Bank Co., Ltd.

1,537,050

10%

1,448,351

Total

1,537,050

10%

1,448,351

   
  
December 31,

Initial Cost

Ownership

2020

US$

%

US$

Shenyang Yuhong Yongan Village Bank Co., Ltd.

1,532,591

10%

1,532,591

Total

1,532,591

10%

1,532,591


During the three month period ended December 31, 2011, we addressed the going concern issue by raising cash of $17,000 through a private placement of our common shares (the share issuance

7. Intangible Assets

 

December 31,

2018

December 31,

2019

December 31,

2020

 

US$

US$

US$

Land use right

5,230,123

5,743,026

6,583,696

Land use right Accumulated depreciation at December 31,

(150,896)

(237,232)

(803,380 )

Land use right, net

5,079,227

5,505,794

5,780,316

Others

--

2,222

Others Accumulated depreciation at December 31,

--

(1,296)

 Others use right, net

--

926

Amortization expense for this private placement also included $106,000 which had been carried on our balance sheetLand use right for the year ended September 30, 2011 as Common Shares Subscribed But Not Issued,December 31, 2020 amounted to US$93,537 (2018: US$58,606; 2019: US$88,921).

Amortization is computed using the straight-line method over the estimated useful lives of the land use rights. Estimated useful lives of the land use rights are between 20-32 years.

-26-

7. Short-term bank loans and other debt

Short-term bank loans and other debt represent amounts due to various banks and financial institutions that are due on the dates indicated below. Short-term bank loans and other debt at December 31, 2018, 2019and 2020 consisted of the following:


 

December 31, 2018

December 31 , 2019

December 31, 2020

 

US$

US$

US$

Loan from The Bank of Fuxin Shengyang Branch:

   

Due October 17, 2019, at 5.0025% per annum

98,497,660

--

Due September 19, 2020, at 8.00% per annum

-

79,778,133

-

Due September 27, 2021, at 8.00% per annum

--

85,135,404

 

Loan from The Bank of Hu Lu Dao Shengyang Branch:

Due April 19, 2019, at 7.80% per annum

26,109,513

--

Due May 14, 2020, at 6.67% per annum

-

32,887,835

-

Due January 10, 2021, at 7% per annum

--

7,662,953

Due  June 5, 2021, at 6.50% per annum

--

7,662,953

Due June 17,2021, at 6.50% per annum

--

19,770,418

 

Loan from The Bank of Fushun Beizhan Branch:

Due May 13, 2019, at 6.10% per annum

26,169,120

--

Due May 12, 2020, at 6.67% per annum

-

34,467,600

-

Due May 10, 2021, at 8% per annum

--

36,782,172

 

Loan from The Bank of Rural Commercial Dadong Branch:

Due June 27, 2019, at 8.19% per annum

8,455,533

--

Due June 15, 2020, at 8.19% per annum

-

7,180,750

-

Due June7, 2021, at 8.19% per annum

--

7,662,953

 

Personal loan:

Due July 19, 2019, at 8.57% per annum

2,180,760

--

Due July 19, 2020, at 8.57% per annum

-

1,872,618

-

Due 2021, at 8.61% ,8.56per annum

--

5,829,851

 

Loan from The Bank of Fuxin Panjin Branch:

Due March 7, 2019, at 5.0025% per annum

32,430,258

--

Due March 7, 2020, at 5.0025% per annum

-

32,035,653

-

Due March 9, 2021, at 8.00% per annum

--

30,468,206

Total short-term bank loans and other debt

193,842,844

188,222,589

200,974,910

-27-

9. Customer deposits

Advances for a total cash share issuancereal estate properties comprise of $123,000). amounts received from customers for the pre-sale of residential or commercial units in the PRC.


 

December 31,

2018

December 31,

2019

December 31,

2020

 

US$

US$

US$

Advances for real estate properties

28,767,135

21,780,981

53,191,534

Less: recognized as progress billings (Note 4)

(193,106)

(194,258)

Customer deposits (Note 2(h))

28,574,029

21,586,723

53,191,534

10. Income taxes

Corporate income tax ("CIT")

The Company’s abilityGroup's PRC entities are subject to continue as a going concernincome tax at the statutory rate of 25% in accordance to the PRC corporate income tax laws and regulations.

The Group’s entities incorporated in the PRC have unused net operating losses (“NOLs”) available for carry forward to future years for PRC income tax reporting purposes up to five years. The Group did not record deferred tax asset at December 31, 2018, 2019 and 2020.

In assessing the realization of deferred tax assets, management considers whether it is contingentmore likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the successful completiongeneration of additional financing arrangementsfuture taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and its abilitytax planning strategies in making this assessment. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Group is able to successfully fulfill itsrealize their benefits, or that future deductibility is uncertain.


Year ended December

 
 

2018

2019

2020

 

US$

US$

US$

Current tax:

   

Income tax expense

193,068

21,293

-

The Group's income tax expense differs from the tax expense computed by applying the PRC statutory CIT rate of 25% for the years ended December 31, 2017, 2018 and 2019, are as follows:

 

Year ended

December

2018

Year ended December

2019

Year ended December

2020

 

US$

US$

US$

CIT at rate of 25%

(1,506,454)

(672,264)

1,041,775

Changes in valuation allowance

1,699,522

693,557

(1,041,775)

Income tax expense

193,068

21,293

11. Other payables and accrued liabilities

 

December 31, 2018

December 31, 2019

December 31, 2020

 

US$

US$

US$

Other tax payables

708,942

1,021,686

1,096,675

Salary payables

122

885

332

Other payables (1)

232,776,771

277,979,937

79,951,753

Total

233,485,835

279,002,508

81,048,760

(1) Other payables primarily represent various cash advances from unrelated companies and individuals with which the Group has business plan.relationships and they are unsecured, non-interest bearing and due on demand.

-28-

12. Related party transactions


December 31,

2018

December

31, 2019

December

31, 2020

Amount due from related parties

US$

US$

US$

Shengyang Ruibo Hotel Management Co., Ltd

1,508,436

16,110,101

8,115,289

Liaoning Tongfei Investment Co., Ltd.

37,285,981

45,904,686

50,116,592

Liaoning Tongfei General Aviation Co., Ltd.

12,459,463

15,368,388

24,732,733

Xu Bai

-

-

Jun Li

5,169,893

798,537

852,160

Changgang Bai

14,411,901

16,749,876

-

Beijing woze handing corporation management co., ltd.

--

3,831,476

Chaoshan Kitchen (Yueshan Kitchen)

--

81,718

Donglizhi

--

1,748,702

Gaoyuting

--

8,735,766

Lishengbo

--

1,579,229

Liaoning cangyuan investment co., ltd

--

2,769,191

Liaoning hualang electronic equipment co., ltd

--

592,750

Liaoning lide Wu trading co., ltd

--

7,911,890

Liaoning Pacific ocean real estate company

--

9,239,832

Liaoning Pacific chain network science and technology information co., ltd

--

185,975

Liaoning Pacific ocean investment co., ltd

--

45,274,817

Shenyang Baiji Real Estate Development Co., Ltd. (Shenbei Project)

--

3,164,244

Shenyang hongjian aviation technology co., ltd

--

288,094

Shenyang lidiwu corporation management co., ltd

--

176,122

Shenyang Pacific ocean new world real estate real estate co., ltd

--

10,160,465

Shenyang general aviation

--

249,901

Shenyang xindini trading co., ltd

--

257,475

Shenyang yuegangshan catering co., ltd

--

321,055

Supplier: Liaoning Suisi Construction Engineering Group Co., Ltd. (Section 2)

--

107

Shenyang ruibai hotel management co., ltd

--

952

 

70,835,674

94,931,588

180,386,535

-29-

 
 

Amount due to related parties

Shenyang Ruiyin Investment CO., Ltd.

1,725,774

-

2,094,883

Liaoning United Airlines Shenyan Aircraft Co., Ltd.

19,738,786

19,497,890

28,700,057

Xu Bai

171,235

152,854

303,117

Changgang Bai

3,591,241

4,150,648

5,102,064

Liaoning Tongfei General Club Co., Ltd.

20,353,760

20,106,100

-

Liaoning Suisi Construction Engineering Group Co., Ltd.

-

11,396,273

113,216

Liaoning Pacific Investment Co., Ltd.

-

4,681,849

-

Anshan guanghai property management co., ltd

--

45,813

Bailiyan

--

10,728,134

Beijing Ming he ju feng investment management co., ltd

--

383,148

Dalian sanxing building development co., ltd

--

8,238,390

Northeast international auction co., ltd

--

854,344

Guomei

--

697,329

Langwan decoration engineering co., ltd

--

20,082,623

Liaoning lide Wu trading co., ltd

--

1,878,874

Liaoning tongfei general aviation club co., ltd

--

21,456,268

Liaoning Yudong trading co., ltd

--

49,959,793

Panjin guanghai property management co., ltd

--

776,607

Shenyang cheng da Guo ao management company

--

25,155,441

Shenyang Chunjiang real estate co., ltd

--

3,242,812

Shenyang guanghai property management co., ltd

--

3,935,344

Shenyang hui Xiang yi dong trading co., ltd

--

34,138,249

Shenyang jinsheng housing development co., ltd

--

25,554,778

Shenyang langwan decoration engineering co., ltd

--

12,033,893

Shenyang lide Wu corporation management co., ltd

--

8,584

Shenyang qinjian culture media co., ltd

--

323,804

Shenyang xindini trading co., ltd

--

3,639,872

Shenyang Heart Information Testing Center of China Medical University

--

941,896

Shenyang China medical university medical equipment research and development center co., ltd

--

1,770,377

 

45,580,796

59,985,614

262,159,710

-30-

13. Commitments and contingencies

Shenyang Guanghai Property Management plansCo., Ltd. sued Fuxin Bank Co., Ltd. for the rent dispute over house leasing (19th floor, 20th floor and 21st floor of Phase II), and Liaoning Pacific Industrial Co., Ltd. was the third person in the case. The first trial has ruled that Fuxin Bank will pay Shenyang Guanghai Property Management Co., Ltd. US$2,800,656; Fuxin Bank has appealed to attemptthe Intermediate People's Court. In the second trial, Fuxin Bank changed Liaoning Pacific Industrial Co., Ltd. from the third party to raise additional funds to finance the operatingappellee. As of December 31, 2020, the second trial had not been held.

Panjin Pacific Real Estate Co., Ltd. has one pending lawsuit, and capital requirementsthe litigant is Liaoning Zhongda Engineering Cost Consulting Co., Ltd., with the lawsuit amount of the Company through a combinationUS$ 15,326. As of equity and debt financings. While the Company is making its best efforts to achieve the above plans,December 31, 2020, there is no assurancefinal judgment yet.

Shenyang Haojingxiang Real Estate Co., Ltd. expects to pay for the purchase of the financial building (construction in progress) in 2021, and the estimated unpaid amount is US$15,325,905 (as the two parties have not signed a contract, the amount is estimated).

14. Concentration of risk

The Group's operations are conducted in the PRC. Accordingly, the Group's business, financial condition and results of operations is primarily influenced by the political, economic and legal environments in the PRC and by the general state of the PRC economy.

The Group's operations in the PRC are subject to special considerations and significant risks. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Group's results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti- inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

The Group transacts all of its business in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the PBOC or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the PBOC. Approval of foreign currency payments by the PBOC or other institutions requires submitting a payment application form together with suppliers' invoices, shipping documents and signed contracts.

On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the US$. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies.

To the extent that any such activity will generate funds that will be availablethe Group needs to convert US$ into RMB for operations. The accompanying financial statements do not include any adjustments that might resultcapital expenditures and working capital and other business purposes, appreciation of RMB against US$ would have an adverse effect on the RMB amount the Group would receive from the resolution of these matters.



NOTE 4 – Impairment of Mineral Properties

Duringconversion. Conversely, if the three month period ended December 31, 2011 as fulfillment of one of the payment installments for the Cruce Property, the Company made a share issuance 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 determined this portion of its mineral property acquisition costs should be impaired and recorded an impairment loss of $1,000.


NOTE 5 – Mineral Properties

L.G. Property
As executed on July 19, 2010 and amended on February 27, 2011, the Company enteredGroup decides to convert RMB into an option to purchase certain mineral exploration rights to 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 to the L.G. Property and held the sole right, title and interest to the L.G. Property exploration rights (subject to the rights and title of the State of Arizona), free and clear of all liens and encumbrances. Through the option agreement, as amended (the “L.G. Agreement”), 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.

To exercise the option included in the L.G. Agreement (the “L.G. Option”), the Company must: (i) pay the aggregate sum of $240,000 to the L.G. Vendors; (ii) incur an aggregate of at least $550,000 of exploration expenditures on the L.G. Property; and (iii) issue to the L.G. Vendors an aggregate of 1,000,000 restricted shares of common stock in Gryphon (or any public company created by GryphonUS$ for the purpose of developmentmaking payments for dividends on ordinary shares, strategic acquisitions or investments or other business purposes, appreciation of US$ against RMB would have a negative effect on the US$ amount available to the Group. In addition, a significant depreciation of the L.G. Property), based onRMB against the following schedules:


GRYPHON RESOURCES, INC.
(An Exploration Stage Company)

Notes to Financial Statements


NOTE 5 – Mineral Properties (continued)

(a)Cash sums on or before the dates described below:
(i)$15,000 upon execution of the L.G. Agreement (such payment which has been made);
(ii)$15,000 on or before August 10, 2010 (such payment which has been made);
(iii)$50,000 on or before March 1, 2011 (such payment which has been made);
(iv)$60,000 on or before March 1, 2012; and
(v)$100,000 on or before March 1, 2013.
(b)Share issuances on or before the dates described below:
(i)250,000 restricted common shares upon execution of the L.G. Agreement (such payment which has been made and was valued at $12,500);
(ii)250,000 restricted common shares on or before February 1, 2011 (such payment which has been made and was valued at $25,000);
(iii)250,000 restricted common shares on or before February 1, 2012; and
(iv)250,000 restricted common shares on or before February 1, 2013.
(c)The parties also agreed that the Company will incur the following amounts on exploration expenditures on the L.G. Property:
(i)$50,000 within 12 months following the L.G. Execution Date;
(ii)an additional $100,000 on or before 24 months following the L.G. Execution Date;
(iii)$200,000 on or before 36 months following the L.G. Execution Date; and
(iv)$200,000 on or before 48 months following the L.G. Execution Date.

OnceUS$ may significantly reduce the Company has paid the L.G. Option price in full, the Company will have exercised the L.G. Option and have acquired an undivided 100% right, title and interest in and to the L.G. Property, the Company will then be obligated to pay the following additional consideration to the L.G. Vendors:
(a)1,000,000 restricted shares of Gryphon common stock;
(b)a minimum annual royalty of $150,000 on or before December 31, 2014 and a minimum annual royalty of $150,000 every 12 months  for each year that Gryphon holds the L.G. Property;
(c)a 5% (five percent) Gross Production Royalty on lithium minerals actually produced and sold from the L.G. Property; and
(d)
a 3-1/2% (three and one-half percent) Net Returns Royalty on all other minerals actually produced and sold from the L.G. Property.

If the Company fails to deliver or spend the consideration comprising the L.G. Option price within the time periods set forth herein, the L.G. Agreement will terminate 30 days after the L.G. Vendors give the Company written notice of such failure (during which time the Company may deliver or spend the consideration overdue, and therefore maintain the L.G. Agreement in good standing). AsUS$ equivalent of the dateGroup’s earnings or losses.

In addition, no single customer accounted for more than 10% of these financial statements, the Company had made all cash and shares payments currently due under the terms of L.G. Agreement, but had not expended the entire required amount of its first year work commitment. The L.G. Vendors have not indicated they plan to give the Company any written notice which would cause a termination of the L.G. Agreement.




GRYPHON RESOURCES, INC.
(An Exploration Stage Company)

Notes to Financial Statements


NOTE 5 – Mineral Properties (continued)

Cruce Property:
As executed on January 21, 2011 and amended on January 25, 2011, the Company entered into an option to purchase certain mineral exploration rights to a property in Arizona, USA, named the Cruce Property from two individuals (collectively the “Cruce Vendors”). The Cruce Vendors each owned a 50% interest in the mineral exploration rights to the Cruce Property and held the sole right, title and interest to the Cruce Property exploration rights (subject to the rights and title of 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 option 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.

To exercise the option included in the Cruce Agreement (the “Cruce Option”), the Company must: (i) pay the aggregate sum of $265,000 to the Cruce Vendors; (ii) incur an aggregate of at least $335,000 of exploration expenditures on the Cruce Property; and (iii) issue to the Cruce Vendors an aggregate of 2,600,000 restricted shares of common stock in Gryphon (or any public company created by Gryphonrevenue for the purpose of development of the Cruce Property), based on the following schedules:

(a)Cash sums on or before the dates described below:
(i)$40,000 upon execution of the Letter of Intent regarding the Cruce Agreement (such payment which has been made);
(ii)$50,000 on or before November 30, 2011 (such payment which has not been made);
(iii)$75,000 on or before November 30, 2012;
(iv)$100,000 on or before November 30, 2013; and
(b)Share issuances on or before the dates described below:
(i)100,000 shares upon execution of the Cruce Agreement (such issuance which has been made and was valued at $6,000);
(ii)100,000 shares on or before November 30, 2011 (such issuance which has been made and was valued at $1,000);
(iii)200,000 shares on or before November 30, 2012; and
(iv)200,000 shares on or before November 30, 2013.
(c)The parties also agreed that the Company will incur the following amounts on exploration expenditures on the Cruce Property:
(i)$60,000 within 12 months following the Cruce Execution Date;
(ii)an additional $75,000 on or before 24 months following the Cruce Execution Date;
(iii)
$100,000 on or before 36 months following the Cruce Execution Date; and
(iv)
$100,000 on or before 48 months following the Cruce Execution Date.

Once the Company has paid the Cruce Option price in full, the Company will have exercised 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:


GRYPHON RESOURCES, INC.
(An Exploration Stage Company)

Notes to Financial Statements


(a)2,000,000 restricted shares of Gryphon common stock;
(b)
a minimum annual royalty of $250,000 on or before November 30, 2014 and a minimum annual royalty of $250,000 every 12 months  for each year that Gryphon holds the Cruce Property;
(c)
a 3% (three percent) Net Returns Royalty on all minerals actually produced and sold from the Cruce Property.

If the Company fails to deliver or spend the consideration comprising the Cruce Option price within the time periods set forth herein, the Cruce Agreement will terminate 30 days after the Cruce Vendors give the Company written notice of such failure (during which time the Company may deliver or spend the consideration overdue, and therefore maintain the Cruce Agreement in good standing). As of the date of these financial statements, the Company had made all shares payments currently due under the terms of Cruce Agreement and had expended the entire required amount of its first year work commitment. The Company met it first scheduled cash installment of $40,000 to the Cruce Vendors, but is currently late on its second scheduled cash installment of $50,000 which was due by November 30, 2011. The Cruce Vendors have not indicated they plan to give the Company any written notice which would cause a termination of the Cruce Agreement.


NOTE 6 – Related Party Transactions & Shareholder Advances

During the year ending December 31, 2011, related party transactions included payment of $28,354 in consulting fees and expense reimbursements to our CEO and an advance from our CEO of $6,500 to the Company. This advance is non-interest bearing and payable on demand.

There were no related party transactions for the three month periodyears ended December 31, 2011.


NOTE 7 – Common shares2018, 2019 and Common Shares Subscribed but Unissued

Common Shares

2020.

15. Subsequent events

Since January 2021, the coronavirus pandemic (“the COVID-19”) has spread across China and other countries, governments have implemented a series of measures including travel restrictions and quarantines to contain COVID-19, which adversely affected the real estate industry where the Group operates. We currently believe our first quarter results of operations will be negatively impacted by these developments. The Company’s common stock is tradeddevelopment and evolution of the COVID-19 in China and globally still has great uncertainty in the duration and severity, which may further amplify and delay the impact on the Pink Sheets Over-The-Counter Market under the symbol: GRYO.


On January 27, 2006, the Company issued 2,500,000 shares of its common stock to its founding President for cash. This transaction was valued at a board approved value of $0.001 per share for total proceeds of $2,500.

During the fiscal year ending September 30, 2006, the Company issued 2,450,000 shares of its common stock in a private offering at $0.02 per share for total proceeds of $49,000.

On June 23, 2008, the Company declared an 18.5 for 1 stock dividend. The Record date and Payment date for this stock dividend were July 3, 2008 and July 7, 2008 respectively. The Company instructed its Transfer Agent to round up to one for any fractional interest which resulted in the calculationrecovery of the dividend. This dividend hadreal estate industry. Given the effect of increasinguncertainty about the issued and outstanding share capital ofsituation, the Company from 4,950,000 sharesGroup currently cannot estimate the impact to 96,525,000 shares. All references to stock issued and stock outstanding have been retroactively adjusted as if the stock dividend had taken place on January 16, 2006 (inception).

As recorded in a Form DEF 14C filed May 15, 2009, the Company amended its Articles of Incorporation to increase the authorized number of shares of common stock from 100,000,000 shares to 400,000,000 shares, par value of $0.001 per share.
GRYPHON RESOURCES, INC.
(An Exploration Stage Company)

Notes to Financial Statements


On July 19, 2010, the Company issued 250,000 shares of its common stock to Vendors of the L.G. Property. This transaction was valued at a board approved value of $0.05 per share for total deemed proceeds of $12,500. These shares are deemed "restricted" securities under the Securities Act and may not be sold or transferred other than  pursuant to an effective registration statement under the Securities Act or any exemption from the registration requirements of the Securities Act.

On November 18, 2010, the Company completed a private placement offering of its common stock which raised aggregate proceeds of US$320,000 ($118,846 of this amount was used to settle debt as of September 30, 2011; $154,894 of this amount was received in cash prior to September 30, 2011; $46,260 of this amount was received in cash during the quarter ended December 31, 2010). This offering was comprised of 6,400,000 restricted common shares at $0.05 per share and 6,400,000 restricted common shares were issued. These shares were issued pursuant to Regulation S of the Securities Act of 1933, as amended (“Regulation S”) and the Company did not engage in any general solicitation or advertising regarding this offering.
On January 25, 2011, the Company issued 100,000 shares of its common stock to Vendors of the Cruce Property. This transaction was valued at a board approved value of $0.06 per share for total deemed proceeds of $6,000. These shares are deemed "restricted" securities under the Securities Act and may not be sold or transferred other than pursuant to an effective registration statement under the Securities Act or any exemption from the registration requirements of the Securities Act.

On March 11, 2011, the Company completed a private placement offering of its common stock which raised aggregate cash proceeds of US$150,000. This offering was comprised of 1,500,000 restricted common shares at $0.10 per share and 1,500,000 restricted common shares were issued. These shares were issued pursuant to Regulation S of the Securities Act of 1933, as amended (“Regulation S”) and the Company did not engage in any general solicitation or advertising regarding this offering.

On March 31, 2011, the Company issued 250,000 shares of its common stock as the second shares component installment payment to Vendors of the L.G. Property. This transaction was valued at a board approved value of $0.10 per share for total deemed proceeds of $25,000. These shares are deemed "restricted" securities under the Securities Act and may not be sold or transferred other than  pursuant to an effective registration statement under the Securities Act or any exemption from the registration requirements of the Securities Act.

On November 30, 2011, the Company issued 100,000 shares of its common stock as the second shares component installment payment to Vendors of the Cruce Property. This transaction was valued at a board approved value of $0.01 per share 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  pursuant to an effective registration statement under the Securities Act or any exemption from the registration requirements of the Securities Act.

On December 14, 2011 the Company completed a private placement offering of its common stock which raised aggregate cash proceeds of US$123,000. This offering was comprised of 12,300,000 restricted common shares at $0.01 per share and 12,300,000 restricted common shares were issued. These shares were issued pursuant to Regulation S of the Securities Act of 1933, as amended (“Regulation S”) and the Company did not engage in any general solicitation or advertising regarding this offering. The consideration paid for this private placement was comprised of $106,000 which was recorded in the Company's September 30, 2011 year-end Balance Sheet as Shares Subscribed But Not Issued, plus $17,000 cash received during the three month period ended December 31, 2011.




GRYPHON RESOURCES, INC.
(An Exploration Stage Company)

Notes to Financial Statements



Common Shares Subscribed but Unissued

At year-end Balance Sheet date of September 30, 2011, the Company had a balance of $106,000 related to private placement shares which had been subscribed but were not yet issued. As referenced above, this balance of $106,000 was added to $17,000 cash received during the three month period ended December 31, 2011to complete a private placement of 12,300,000 restricted common shares sold for $0.01 per share, for total consideration of $123,000.


NOTE 8 – Discontinued Operation

On April 28, 2008 we incorporated a Turkish company (the “Former Subsidiary”) as a 99% owned subsidiary. The remaining balance of 1% of the Former Subsidiary's shares were held by our former CEO. On September 27, 2010, we sold our entire interest in the Former Subsidiary to an unrelated third party and ceased all operations in Turkey. The losses2021 financial performance and cash flows of the Former Subsidiary have been presented as a discontinued operation in these financial statements. Prior year’s Statements of Operations, Equity and Cash Flows have been adjusted to reflect the effect of this discontinued operation. The sale of the Former Subsidiary also resulted in a non-cash gain of $97,920 due to the assumption of debt by the third party. This has been recorded in these statements as a gain on sale of subsidiary in discontinued operations.


















flows.

ITEM 2.  MANAGEMENTS’ DISCUSSION ANDMANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  


FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain information included herein contains forward-looking statements that involve risks and uncertainties within the meaning of Sections 27A of the Securities Act, 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"'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-Q10-K 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.


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Overview


Gryphon Resources, Inc. (hereinafter Gryphon Resources, Inc. may herein be referred to: “Gryphon Resources”, “Gryphon”, “We”, “Us”, the “Registrant”, or the “Company”) was incorporated in the State of Nevada on January 16, 2006. We are a mineral exploration company and are exploring for gold, silver and copper-porphyry; and lithium on two different properties in Arizona, USA. Our fiscal year end is September 30th. The Company’s common stock is traded in the Pink Sheets Over-The-Counter market under the symbol “GRYO”.

MINERAL PROPERTIES

Summary
At December 31, 2011, the Company’s material property investments comprise: (i) an option to purchase certain mineral exploration rights to a property in south-central Arizona, USA, named the Cruce Property on which the Company is primarily exploring for gold, silver and copper-porphyry, all leases on which are currently in good standing; and (ii) an option to purchase certain mineral exploration rights to a property in south-eastern Arizona, USA, named the L.G. Property on which the Company is primarily exploring for lithium, of which the Company has let lapse approximately 90% of the leases thereunder.

At present, the Company has no mineral property balances which are classified as assets under generally accepted accounting principles.






Cruce Map




CRUCE PROPERTY

Cruce Property Area of Interest
The Cruce Property covers 560 acres and is located approximately 40 miles north of Tucson in south-central Arizona. The Cruce Agreement area of interest is composed of all lands within that area in the State of Arizona described as: Section 16, Township 8 South, Range 14 East, G&SR Mer., and three miles extended in each direction from the exterior boundaries of Section 16.

Cruce Property Agreement:
As executed on January 21, 2011 (the "Cruce Execution Date"') and amended on January 25, 2011, the Company entered into an option to purchase certain mineral exploration rights to a property in Arizona, USA, named the Cruce Property from two individuals (collectively the “Cruce Vendors”). The Cruce Vendors each owned a 50% interest in the mineral exploration rights to the Cruce Property and held the sole right, title and interest to the Cruce Property exploration rights (subject to the rights and title of 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 option 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 (incorporated herein by reference as Exhibits 10.3 and 10.4).

To exercise the option included in the Cruce Agreement (the “Cruce Option”), the Company must: (i) pay the aggregate sum of $265,000 to the Cruce Vendors; (ii) incur an aggregate of at least $335,000 of exploration expenditures on the Cruce Property; and (iii) issue to the Cruce Vendors an aggregate of 2,600,000 restricted shares of common stock in Gryphon (or any public company created by Gryphon for the purpose of development of the Cruce Property), based on the following schedules:

(a)Cash sums on or before the dates described below:
(i)$40,000 upon execution of the Letter of Intent regarding the Cruce Agreement (such payment which has been made)
(ii)$50,000 on or before November 30, 2011 (such payment which has not been made);
(iii)$75,000 on or before November 30, 2012;
(iv)$100,000 on or before November 30, 2013; and
(b)Share issuances on or before the dates described below:
(i)100,000 shares upon execution of the Cruce Agreement (such issuance which has been made and was valued at $6,000);
(ii)100,000 shares on or before November 30, 2011 (such issuance which has been made and was valued at $1,000);
(iii)200,000 shares on or before November 30, 2012; and
(iv)200,000 shares on or before November 30, 2013.

Once the Company has paid the Cruce Option price in full, the Company will have exercised 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:

(a)2,000,000 restricted shares of Gryphon common stock;
(b)
a minimum annual royalty of $250,000 on or before November 30, 2014 and a minimum annual royalty of $250,000 every 12 months  for each year that Gryphon holds the Cruce Property;
(c)a 3% (three percent) Net Returns Royalty on all minerals actually produced and sold from the Cruce Property.



The parties also agreed that the Company will incur the following amounts on exploration expenditures on the Cruce Property:

(a)$60,000 within 12 months following the Cruce Execution Date.
(b)an additional $75,000 on or before 24 months following the Cruce Execution Date;
(c)
$100,000 on or before 36 months following the Cruce Execution Date; and
(d)
$100,000 on or before 48 months following the Cruce Execution Date.

If the Company fails to deliver or spend the consideration comprising the Cruce Option price within the time periods set forth herein, the Cruce Agreement will terminate 30 days after the Cruce Vendors give the Company written notice of such failure (during which time the Company may deliver or spend the consideration overdue, and therefore maintain the Cruce Agreement in good standing). As of the date of these financial statements, the Company had made all shares payments currently due under the terms of Cruce Agreement and had expended the entire required amount of its first year work commitment. The Company met it first scheduled cash installment of $40,000 to the Cruce Vendors, but is currently late on its second scheduled cash installment of $50,000 which was due by November 30, 2011. The Cruce Vendors have not indicated they plan to give the Company any written notice which would cause a termination of the Cruce Agreement.

L.G. PROPERTY

L.G. Property Area of Interest
The L.G. Agreement area of interest is composed of all lands within that area in the State of Arizona described as: T5S, R23 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.

During the three month period ended December 31, 2011, the Company did not make United States Bureau of Land Management ('BLM') property maintenance payments covering 10 lease sections on approximately 4091 acres and therefore these leases have lapsed. The Company had also previously let lapse one other BLM lease. These areas cover approximately 90% of the claim areas included in the L.G. Agreement. The Company is currently reviewing whether it will re-stake these claims in the future.

L.G.. Property Agreement
As executed on July 19, 2010 (the "'L.G. Execution Date") and amended on February 27, 2011, the Company entered into an option to purchase certain mineral exploration rights to 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 to the L.G. Property and held the sole right, title and interest to the L.G. Property exploration rights (subject to the rights and title of the State of Arizona), free and clear of all liens and encumbrances. Through the option agreement, as amended (the “L.G. Agreement”), 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 (incorporated herein by reference as Exhibits 10.1 and 10.2).



To exercise the option included in the L.G. Agreement (the “L.G. Option”), the Company must: (i) pay the aggregate sum of $240,000 to the L.G. Vendors; (ii) incur an aggregate of at least $550,000 of exploration expenditures on the L.G. Property; and (iii) issue to the L.G. Vendors an aggregate of 1,000,000 restricted shares of common stock in Gryphon (or any public company created by Gryphon for the purpose of development of the L.G. Property), based on the following schedules:

(a)Cash sums on or before the dates described below:
(i)$15,000 upon execution of the L.G. Agreement (such payment which has been made);
(ii)$15,000 on or before August 10, 2010 (such payment which has been made);
(iii)$50,000 on or before March 1, 2011 (such payment which has been made);
(iv)$60,000 on or before March 1, 2012; and
(v)$100,000 on or before March 1, 2013.
(b)Share issuances on or before the dates described below:
(i)250,000 restricted common shares upon execution of the L.G. Agreement (such payment which has been made and was valued at $12,500);
(ii)250,000 restricted common shares on or before February 1, 2011 (such payment which has been made and was valued at $25,000);
(iii)250,000 restricted common shares on or before February 1, 2012; and
(iv)250,000 restricted common shares on or before February 1, 2013.

Once the Company has paid the L.G. Option price in full, the Company will have exercised the L.G. Option and have acquired an undivided 100% right, title and interest in and to the L.G. Property, the Company will then be obligated to pay the following additional consideration to the L.G. Vendors:
(a)1,000,000 restricted shares of Gryphon common stock;
(b)a minimum annual royalty of $150,000 on or before December 31, 2014 and a minimum annual royalty of $150,000 every 12 months  for each year that Gryphon holds the L.G. Property;
(c)a 5% (five percent) Gross Production Royalty on lithium minerals actually produced and sold from the L.G. Property; and
(d)
a 3-1/2% (three and one-half percent) Net Returns Royalty on all other minerals actually produced and sold from the L.G. Property.

The parties also agreed that the Company will incur the following amounts on exploration expenditures on the L.G. Property:

(i)$50,000 within 12 months following the L.G. Execution Date;
(ii)an additional $100,000 on or before 24 months following the L.G. Execution Date;
(iii)$200,000 on or before 36 months following the L.G. Execution Date; and
(iv)$200,000 on or before 48 months following the L.G. Execution Date.

If the Company fails to deliver or spend the consideration comprising the L.G. Option price within the time periods set forth herein, the L.G. Agreement will terminate 30 days after the L.G. Vendors give the Company written notice of such failure (during which time the Company may deliver or spend the consideration overdue, and therefore maintain the L.G. Agreement in good standing). As of the date of these financial statements, the Company had made all cash and shares payments currently due under the terms of L.G. Agreement, but had not expended the entire required amount of its first year work commitment. The L.G. Vendors have not indicated they plan to give the Company any written notice which would cause a termination of the L.G. Agreement.


Operational Developments During the Quarter Ended December 31, 2011

Leases expiries:
During the three month period ended December 31, 2011, the Company did not make United States Bureau of Land Management ('BLM') property maintenance payments covering 10 lease sections on approximately 4091 acres of its L.G. Property and therefore these leases have lapsed. The Company had also previously let lapse one other BLM lease on the L.G. Property. These areas cover approximately 90% of the claim areas included in the L.G. Agreement. The Company is currently reviewing whether it will re-stake these claims in the future and is currently re-evaluating its overall exploration programs.

Private Placement initiative:
On December 14, 2011, the Company completed a private placement totalling $123,000. This financing was based on the sale of 12,300,000 restricted common shares priced at US$0.01 per share and included application of $106,000 of funds which had been recorded on our Balance Sheet for the year ended September 30, 2011 as Shares Subscribed But Not Issued.

RESULTS OF OPERATIONS

The following discussion and analysis covers material changes in theof our financial condition and results of Gryphonoperations ('MD&A') should be read in conjunction with our consolidated financial statements and the accompanying notes to the consolidated financial statements included in this Form 10Q. 

The MD&A is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Three Months Ended December 31, 2020 and 2019

We generated revenues of $16,231,698 from sales of real estate during the three month periodsmonths ended December 31, 2011 and2020, compared to zero for the three months ended December 31, 2010 and2019. This is due to the Exploration Stage Period of January 16, 2006 tofact that there were no properties owned in 2019, while properties were acquired in 2020. For similar reasons, real estate rental income for the period ended December 30, 2011 (the “Exploration Stage”).


Revenues

Gryphon did not earn revenues31, 2020 was $1,421,125, while there was no real estate rental income for the corresponding period in 2019. Costs associated with real estate sales were $783,573 during the periods includedthree months ended December 31, 2020, compared to zero for the three months ended December 31, 2019, since no properties were owned in the financial statements in this report.

Expenses

Our operating expenses are classified into five categories:

- Exploration Expenses
- Professional2019.

General and Consultant Fees

- Administrative Expenses
- Investor Relations
- Mineral Properties Impairments

Exploration Expenses
Explorationadministrative expenses for the three month periodmonths ended December 31, 2011 totaled $1,0002020 were $1,185,364, compared to $28,113$1,142 during the corresponding period in 2019. This increase is due to significantly increased activity, including acquisition of real estate properties, during 2020, while the corporation was relatively dormant during 2019.   Interest expense for the three month periodmonths ended December 31, 2010. Expenses2020 was    $2,994,033, compared to $361 for the Exploration Stage totaled $153,749. During the current period, these expenses were comprised of geologist fees. The comparative decrease in these expenses is due to our decreased exploration activity due to cash flow considerations. We predict the level of these expenses will decrease or remain at current levels during the balance of fiscal 2012.

Professional and Consultant Fees
Professional & consultant Fees include fees paid to our President and for work performed by accounting, audit and legal professionals. During the three month periodmonths ended December 31, 2011 these costs totaled $17,5642019. The increased interest expense related to properties acquired during 2020.  

Liquidity and Capital Resources

In assessing its liquidity, management monitors and analyzes the Company's cash on-hand, its ability to generate sufficient revenue sources in the future, and its operating and capital expenditure commitments. The Company, as of the date of this filing, had approximately $11,601,437 in unrestricted available cash, which can be used to finance operations over the next 12 months. However, the Company had not generated any revenues from operations during the three months ended December 31, 2020, other than revenues from the sale of real estate properties. For the three months ended December 31, 2020, our total expenses were comprised$1,902,617 consisting primarily of costs of rental real estate, taxes, legal and accounting fees, administrative expenses and filing fees. Net cash used in operating activities was $409,429,447 for our annual fiscal 2011 audit. This compared with $20,550 during the same periodthree months ended December 31, 2010. For the Exploration Stage these costs totaled $233,233. We anticipate Professional & Consultant Fees2020, compared to decrease moderately or remain at current levelsnet cash used in operating activities of $ 7,247 during the balancecorresponding period of 2019. 

The effects of COVID-19 could impact the 2012 fiscal year. Period over period, these costs decreased dueCompany's ability to the reductionoperate as a going concern and maintain sufficient liquidity to continue operations. The impact of fees paidCOVID-19 on companies is evolving rapidly and its future effects are uncertain. There are material uncertainties from COVID-19. There are a wide range of factors to our President.



Administrative Expenses
Administrative expenses were $3,561 for the three month period endedreplacement financing, financial health of vendors and customers and their effect on expected profitability and other key financial performance ratios, including information that shows whether there will be sufficient liquidity to continue to meet obligations when they come due.  

At December 31, 2011 compared with $6,818 for the three month period ended2020, we had an accumulated deficit of $13,240,725 and cash and cash equivalents (other than restricted cash) of$11,601,437. At December 31, 2010. For the Exploration Stage, administrative expenses totaled $57,056. These expenses are composed2019, we had an accumulated deficit of Edgar$755,900 and XBRL agent filing fees, stock transfer agent fees and general office expenses. The current decrease in period over period expenses is attributable to the general reduction of our business activity. We anticipate Administrative Expenses will remain at current levels during the balance of fiscal 2012.


Investor Relations
Investor relations expenses include costs for press releases, maintenance of the Company’s website and other investor information initiatives. During the three month period ended December 31, 2011, these expenses totaled $195 and were comprised of press release system access fees. For the three month period ended December 31, 2010 the costs totaled $13,715. For the Exploration Stage, Investor Relations expenses totaled $29,023. The current period over period decrease is attributable to our reduced issuance of press releases. We anticipate Investor Relations expenses may increase or remain at current levels during the balance of fiscal 2012.

Mineral Properties Impairments
As required by generally accepted accounting principles, during the three month period ended December 31, 2011 the Company undertook a review of the Company’s exploration projects and determined it should record an impairment charge of $1,000 against the Cruce Property mineral exploration rights. This was based on the valuation of 100,000 shares issued at a price of $0.01 per share for total deemed consideration of $1,000. Comparative Mineral Properties Impairment costs were $40,000 for the three month period ended December 31, 2010 and $183,498 for the Exploration Stage. We anticipate Mineral Properties Impairment costs will increase during the balance of fiscal 2012.

Discontinued Operations
On September 27, 2010, the sale of our former subsidiary resulted in a non-cash gain of $97,920 due to the elimination from the previously consolidated enterprise of the Company of debt the former subsidiary owed to a third party. This non-cash gain is recorded in our Statement of Operations in the Exploration Stage Period along with the accumulated costs of $(112,932) related to the discontinued former subsidiary.

Net (Loss)
We incurred a net loss of $(23,320) for the three month period ended December 31, 2011 compared with a net loss of $(109,196) for the same period ended December 31, 2010. The comparative decrease in these expenses is due to our decreased exploration activity due to cash flow considerations. For the Exploration Stage, accumulated Net Losses totaled $(684,829). These losses translated to $nil per share and $nil per share respectively for the three month periods ended December 31, 2011 versus December 31, 2010.

Liquidity and Capital Resources

Since the date of our incorporation, we have raised cash of $525,654 through private placements$0.

COVID-19 Pandemic Update

The ongoing outbreak of our common shares (including debt conversions);Coronavirus (COVID-19) has caused significant disruptions to national and net cash of $112,088 through advances from shareholders. As of December 31, 2011 we had cash on hand of $8,560global economies and a prepaid expenses balance of $3,438. We estimate we will need to attempt to raise additional funds during the coming twelve months and will attempt to raise these funds through private placements of our common shares.


Material Events and Uncertainties

Our operating results are difficult to forecast.  Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable early stage companies in mineral resource markets. There can be no assurance that we will successfully address such risks, expenses and difficulties and cannot assure you that we will become profitable in the future.

government activities.

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ITEM 3. QUANTITATIVE AND QUALITATIVEQUALITATIVE DISCLOSURES ABOUT MARKET RISK


EXCHANGE RATE FLUCTUATION RISK

Our

As a "smaller reporting currencycompany," the Company is United States Dollars. Our transactions are primarily conducted in US$ but also include transactions in other currencies. Foreign currency rate fluctuations may have a material impact on the Company’s financial reporting. These fluctuations may have positive or negative impacts on the results of operations of the Company.


We have not entered into derivative contracts eitherrequired to hedge existing risk or for speculative purposes.


respond to this item.

ITEM 4. CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company'sAND PROCEDURES

Our management including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition 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.


At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management's Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (asreporting; as such term is defined in SectionRules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended). InternalAct. 

Our internal control over financial reporting is a processsystem was designed by, or under the supervision of, the Company's CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes, in conformity with U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expendituresprinciples. Because of the Company are being made only in accordance with authorizationsinherent limitations, a system of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.



As of December 31, 2011, management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based onmay not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the framework establishedrisk that controls may become inadequate due to change in Internal Control-Integrated Framework issuedconditions, or that the degree of compliance with the policies or procedures may deteriorate. 

Our management, including our principal executive officer and principal accounting officer, conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). in Internal Control-Integrated Framework. 

Based on the criteria established by COSOour evaluation, our management concluded that the Company'sthere is a material weakness in our internal control over financial reporting. The material weakness relates to the fact that our management is relying on external consultants for purposes of preparing its financial reporting waspackage; however, the officers may not effectivebe able to identify errors and irregularities in the financial reporting package before its release as a continuous disclosure

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of December 31, 2011,1934 and as a result of the identification of the material weaknesses described below.


A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, management identified the following control weaknesses:  (1) The Company has not properly segregated duties as one or two individuals initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control system. The Company does not believe 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 erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.

Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.

Changes in Internal Control over Financial Reporting
During the current three month period ended December 31, 2011 of the Company’s fiscal year ended September 30, 2012, no material changes were made to the Company’s internal control over financial reporting

Remediation Plan

Addition of staff
We have identified that additional staff will be required to properly segment the accounting duties of the Company. However, we do not currently have resources to fulfill this part of our plan and will be addressing this matter once sufficient resources are available.








PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against us.

ITEM 1A. RISK FACTORS

The following risk factors should be considered in connection with an evaluation of our business:

THE COMPANY'S LIMITED OPERATING HISTORY MAKES IT DIFFICULT FOR YOU TO JUDGE ITS PROSPECTS.

The Company has a limited operating history upon which an evaluation of the Company, its current business and its prospects can be based. You should consider any purchase of the Company's shares in light of the risks, expenses and problems frequently encountered by all companies in the early stages of its corporate development.

LIQUIDITY AND CAPITAL RESOURCES ARE UNCERTAIN.

Foradopting Topic 842) during the three months ended December 31, 2011,2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Since January 2020, the coronavirus pandemic ("the COVID-19") has spread across China and other countries, governments have implemented a series of measures including travel restrictions and quarantines to contain COVID-19, which adversely affected the real estate industry where the Company had a Net Loss of $(23,320) and has accumulated Net Losses of $(684,829) since inception, net of a non-cash gain of $97,920. The Company may need to raise additional capital by way of an offering of equity securities, an offering of debt securities, or by obtaining financing through a bank or other entity. The Company has not established a limit as to the amount of debt it may incur nor has it adopted a ratio of its equity to debt allowance. If the Company needs to obtain additional financing, there is no assurance that financing will be available from any source, that it will be available on terms acceptable to us, or that any future offering of securities will be successful. If additional funds are raised through the issuance of equity securities, there may be a significant dilution in the value of the Company’s outstanding common stock. The Company could suffer adverse consequences if it is unable to obtain additional capital which would cast substantial doubt on its ability to continue its operations and growth.


THE VALUE AND TRANSFERABILITY OF THE COMPANY'S SHARES MAY BE ADVERSELY IMPACTED BY THE LIMITED TRADING MARKET FOR ITS SHARES AND THE PENNY STOCK RULES.

There is only a limited trading market for the Company's shares. The Company's common stock is traded in the Pink Sheets over-the-counter market (‘Pink Sheets’) and "bid" and "asked" quotations regularly appear on the Pink Sheets under the symbol "GRYO". Our original public listing was on the Over-The-Counter Bulletin Board ("OTC-BB"), but such listing ceased due to the failure of a primary market-maker to file an updated Form 15-2c11 to comply with FINRA guidelines related to minimum required trading activity. There can be no assurance that the Company's common stock will trade at prices at or above its present level and an inactive or illiquid trading market may have an adverse impact on the market price. In addition, holders of the Company's common stock may experience substantial difficulty in selling their securities as a result of the "penny stock rules" which restrict the ability of brokers to sell certain securities of companies whose assets or revenues fall below the thresholds established by those rules.



FUTURE SALES OF SHARES MAY ADVERSELY IMPACT THE VALUE OF THE COMPANY'S STOCK.

If required, the Company may seek to raise additional capital through the sale of common stock. Future sales of shares by the Company or its stockholders could cause the market price of its common stock to decline.

MINERAL EXPLORATION AND DEVELOPMENT ACTIVITIES ARE SPECULATIVE IN NATURE.

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital.

Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities and grades to justify commercial operations or that funds required for development can be obtained on a timely basis. Estimates of reserves, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grade of ore ultimately mined may differ from that indicated by drilling results. Short term factors relating to reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations. Material changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.

THE COMPANY WILL BE SUBJECT TO OPERATING HAZARDS AND RISKS WHICH MAY ADVERSELY AFFECT THE COMPANY'S FINANCIAL CONDITION.

Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. The Company's operations will be subject to all the hazards and risks normally incidental to exploration, development and production of metals, such as unusual or unexpected formations, cave-ins or pollution, all of which could result in work stoppages, damage to property and possible environmental damage. The Company does not have general liability insurance covering its operations and does not presently intend to obtain liability insurance as to such hazards and liabilities. Payment of any liabilities as a result could have a materially adverse effect upon the Company's financial condition.





THE COMPANY'S ACTIVITIES WILL BE SUBJECT TO ENVIRONMENTAL AND OTHER INDUSTRY REGULATIONS WHICH COULD HAVE AN ADVERSE EFFECT ON THE FINANCIAL CONDITION OF THE COMPANY.

The Company's activities are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailing disposal areas, which would result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations could have an adverse effect on the financial condition of the Company.

The operations of the Company include exploration and development activities and commencement of production on its properties, require permits from various federal, state, provincial and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

COMPETITION MAY HAVE AN IMPACT ON THE COMPANY'S ABILITY TO ACQUIRE ATTRACTIVE PRECIOUS METALS PROPERTIES, WHICH MAY HAVE AN ADVERSE IMPACT ON THE COMPANY'S OPERATIONS.

Significant and increasing competition exists for the limited number of precious metals acquisition opportunities available. As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than the Company, the Company may be unable to acquire attractive precious metals properties on terms it considers acceptable. Accordingly, there can be no assurance that any exploration program intended by the Company on properties it intends to acquire will yield any reserves or result in any commercial mining operation.

DOWNWARD FLUCTUATIONS IN METAL PRICES MAY SEVERELY REDUCE THE VALUE OF THE COMPANY.

The Company has no control over the fluctuations in the prices of the metals for which it is exploring.  A significant decline in such prices would severely reduce the value of the Company.


THE COMPANY CURRENTLY RELIES ON CERTAIN KEY INDIVIDUALS AND THE LOSS OF ONE OF THESE CERTAIN KEY INDIVIDUALS COULD HAVE AN ADVERSE EFFECT ON THE COMPANY.

The Company's success depends to a certain degree upon certain key members of the management. These individuals are a significant factor in the Company's growth and success. The loss of the service of members of the management and advisory board could have a material adverse effect on the Company. In particular, the success of the Company is highly dependent upon the efforts of the President & CEO, CFO, PAO, Secretary & Treasurer, Chair & Director of the Company, the loss of whose services would have a material adverse effect on the success and development of the Company. 

THE COMPANY DOES NOT MAINTAIN KEY MAN INSURANCE TO COMPENSATE THE COMPANY FOR THE LOSS OF CERTAIN KEY INDIVIDUALS.

The Company does not anticipate having key man insurance in place in respect of its senior officers or personnel, although the Board has discussed and investigated the prospect of obtaining key man insurance foroperates. We currently believe our CEO.

WE ARE AN EXPLORATION STAGE COMPANY, AND THERE IS NO ASSURANCE THAT A COMMERCIALLY VIABLE DEPOSIT OR "RESERVE" EXISTS ON ANY PROPERTIES FOR WHICH THE COMPANY HAS, OR MIGHT OBTAIN, AN INTEREST.

The Company is an exploration stage company and cannot give assurance that a commercially viable deposit, or “reserve,” exists on any properties for which the Company currently has (through an option) or may have (through potential future joint venture agreements or acquisitions) an interest. Therefore, determination of the existence of a reserve depends on appropriate and sufficient exploration work and the evaluation of legal, economic, and environmental factors. If the Company fails to find a commercially viable deposit on any of its properties, its financial condition andfourth quarter results of operations will be materially adversely affected.

WE REQUIRE SUBSTANTIAL FUNDS MERELY TO DETERMINE WHETHER COMMERCIAL PRECIOUS METAL DEPOSITS EXIST ON OUR PROPERTIES.

Any potentialnegatively impacted by these developments. The development and productionevolution of the Company’s exploration properties depends uponCOVID-19 in China and globally still has great uncertainty in the resultsduration and severity, which may further amplify and delay the impact on the recovery of exploration programs and/or feasibility studies and the recommendations of duly qualified engineers and geologists. Such programs require substantial additional funds. Any decision to further expandreal estate industry. Given the Company’s operations on these exploration properties is anticipated to involve consideration and evaluation of several significant factors including, but not limited to:

§  Costs of bringing each property into production, including exploration work, preparation of production feasibility studies, and construction of production facilities;
§  Availability and costs of financing;
§  Ongoing costs of production;
§  Market prices for the precious metals to be produced;
§  Environmental compliance regulations and restraints; and
§  Political climate and/or governmental regulation and control.

GENERAL MINING RISKS

Factors beyond our control may affectuncertainty about the marketability of any substances discovered from any resource propertiessituation, the Company may acquire. Metal prices, in particular goldcurrently cannot estimate the impact to the 2021financial performance and silver prices, have fluctuated widely in recent years. Government regulations relating to price, royalties, and allowable production and importing and exporting of precious metals can adversely affect the Company. There can be no certainty that the Company will be able to obtain all necessary licenses and permits that may be required 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 mining companies.
cash flows.

ITEM 2. UNREGISTERED SALES OF EQUITY EQUITY SECURITIES AND USE OF PROCEEDS


On December 14, 2011 the Company completed a private placement offering of its common stock which raised aggregate cash proceeds of US$123,000. This offering was comprised of 12,300,000 restricted common shares at $0.01 per share and 12,300,000 restricted common shares were issued. These shares were issued pursuant to Regulation S of the Securities Act of 1933, as amended (“Regulation S”) and the Company did not engage in any general solicitation or advertising regarding this offering. The consideration paid for this private placement was comprised of $106,000 which was recorded in the Company's September 30, 2011 year-end Balance Sheet as Shares Subscribed But Not Issued, plus $17,000 cash received during the three month period ended December 31, 2011. Funds from this offering were expended on the Company's exploration initiatives and for audit costs. The current remaining balance is budgeted for ongoing administration costs.


None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES


The Company has no senior securities outstanding.


SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


MINE SAFETY DISCLOSURES

None.



ITEM 5. OTHER INFORMATION


(a) During the quarter there was no information which would have been required to be filed via a report on Form 8-K which was not filed as such.

(b) During the quarter there were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.













28

INFORMATION

None.

ITEM 6. EXHIBITS

EXHIBIT INDEX

EXHIBITS

Number

31.1

Section 302 Certification by the Corporation's Principal Executive Officer *

31.2

Section 302 Certification by the Corporation's Principal Financial Officer *

32.1

Section 906 Certification by the Corporation's Principal Executive Officer and Principal Financial Officer *

32.2

Section 906 Certification by the Corporation's Principal Executive Officer and Principal Financial Officer *

101

XBRL Interactive Exhibit DescriptionTables*

 
3.1
Articles of Incorporation(1)
3.2
Certificate of Amendment of Articles of Incorporation(1)
3.3
Bylaws(1)
10.1
L.G. Property Purchase Agreement(2)
10.2
L.G. Agreement Amendment(4)
10.3
Cruce Property Purchase Agreement(3)
10.4
Cruce Agreement Addendum(4)
14.1
Code of Ethics(1)
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Labels Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.*

-33-

SIGNATURE


(1)Filed as an exhibit to our registration statement on Form SB-2 filed February 26, 2006 and incorporated herein by this reference
(2)Filed as an exhibit to a Form 8-K filed July 22, 2010 and incorporated herein by this reference
(3)Filed as an exhibit to a Form 8-K filed January 25, 2011 and incorporated herein by this reference
(4)Filed as an exhibit to a Form 10-Q filed May 13, 2011 and incorporated herein by this reference
SIGNATURES

In accordance with the requirementsSection 13 of 15(d) of the Securities Exchange Act, of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


GRYPHON RESOURCES, INC.

Ameritrust Corporation

By:

/s/Seong Y. Lee

Seong Y. Lee

President

(Principal Executive Officer)

Dated: May 20, 2021


/s/ Alan Muller
Alan Muller
President & CEO, CFO, PAO,
Secretary & Treasurer,
Director,

-34-

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: May 20, 2021

/s/Seong Y. Lee

Seong Y. Lee

President

-35-

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, 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: May 20, 2021

/s/Seong Y. Lee

Seong Y. Lee

Acting Chief Financial Officer

-36-

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 Ameritrust Corporation (the "Company") on Form 10-Q for the nine months ended December 31, 2020, as filed with the Securities and Board Chair


Dated: February 8, 2012







29


Exchange Commission on the date hereof (the "Report"), I, Seong Y. Lee, Chief Executive 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:  May 20, 2021

/s/Seong Y. Lee

Seong Y. Lee

President

-37-

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 December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Seong Y. Lee, Acting 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:  May 20, 2021

/s/Seong Y. Lee

Seong Y. Lee

7

 Acting Chief Financial Officer

-38-