UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.Washington, DC 20549
_____________
FORM10-Q/FORM 10-Q/A
(Amendment No.1No. 1 to FORM 10-Q)
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Commission File # 000 – 53371
AMERITRUST CORPORATION
(f.k.a - GRYPHON RESOURCES, INC.)
(Exact name of registrant as specified in its charter)
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For the quarterly period ended March 31, 2021 |
OR
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number: 000-53371
AMERITRUST CORPORATION
(Exact name of Registrant as specified in its charter)
Wyoming (State or other jurisdiction of incorporation or organization) | 26-2877927 (I.R.S. Employer Identification Number) | |
1712 Pioneer Ave., Suite 500 Cheyenne, WY (Address of | 82001 (Zip |
(315) 254-8553
(Registrant’s Telephone Number, Including Country Code)
GRYPHON RESOURCES, INC.
(Former Name, Former Address, and Former Fiscal Year, if Changed from last report)
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Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock $0.001 par value per share (Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [Yes[ X] No[ ]
**
Indicate by check mark whether the registrant has submitted electronically, and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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,filer, 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
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Non-accelerated filer [x] | Smaller reporting company |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company as(as defined in Rule 12b-2 of the Exchange Act.Act): Yeso [ ] Nox [X]
Securities registered pursuant to Section 12(b) of the Act: None
The issuer had 267,675,000Registrant has 7,239,573,961,951 shares of common stock issued and outstanding as of the quarter ended JuneApril 30, 2020.2021.
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Explanatory Note: The Amendment is being filed to fix an error within the XBRL tags originally filed on the AMERITRUST CORPORATION
FORM 10-Q, and to change the former name of the Company to its new name, "Ameritrust Corporation," on the Signature page and on both Exhibits10-Q/A
FOR THE QUARTERLY PERIOD ENDED MARCH 31, and 32.2021
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GRYPHON RESOURCES, INC.
June 30, 2020
FORM 10-Q
TABLE OF CONTENTS
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Item 1: | Consolidated Financial Statements (unaudited) | 2 |
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| Consolidated Statements of Income and Comprehensive Income (unaudited) | |
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| Consolidated Statements of Stockholders' Equity (unaudited) | 5 |
Consolidated Statements of Cash Flows (unaudited) | 6 | |
Notes to Consolidated Financial Statements | 7 | |
Item 2: | Proforma consolidated financial statements Description of the Pro Forma Financial Statements |
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| MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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Item 4: | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 35 |
Item 5: | CONTROLS AND PROCEDURES | 35 |
PART II - Other Information | ||
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Item 1A: | Risk Factors | 36 |
Item 2: | Unregistered Sales of Equity Securities and Use of Proceeds | 36 |
Item 3: | Defaults Upon Senior Securities | 36 |
Item 4: | Mine Safety Disclosures | 36 |
Item 5: | Other Information | 36 |
Item 6: | Exhibits | 36 |
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Signatures |
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-1-
-1-NOTE ON FORWARD LOOKING STATEMENTS
You should keep in mind the following points as you read this Report on Form 10-Q:
The terms "we," "us," "our,"or the "Company" refer to Ameritrust Corporation.
This Report on Form 10-Q contains statements which, to the extent they do not recite historical fact, constitute "forward looking" statements within the meaning of 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.
Liaoning Cornell Real Estate Co., Ltd. is a wholly-owned subsidiary of Ameritrust Corporation located in PRC. In October, 2020, we entrusted Liaoning Cornell Real Estate Co., Ltd. to sign an Stock Exchange Agreement with the shareholders of four operating companies in PRC (namely Liaoning Pacific Industry Co., Ltd., Shenyang Haojingxiang Real Estate Co., Ltd., Fushun Fortune Plaza Real Estate Co., Ltd. and Panjin Pacific Real Estate Co., Ltd., see item 2 for details) to exchange the shares of the target company to Liaoning Cornell Real Estate Co., Ltd. Therefore, Liaoning Cornell Real Estate Co., Ltd. signed an stock holding agreement with the shareholders of the target company to hand over the equity of the four target companies to the original four target company shareholders for temporary holding.
Ameritrust Corporation has done the following work:
1. First of all, Liaoning Cornell Real Estate Co., Ltd., a wholly-owned holding company, was established in Yingkou, Liaoning Province, which is a PRC legal person.
2. Ameritrust Corporation issued a power of attorney to entrust its holding company, Liaoning Cornell Real Estate Co., Ltd., to receive the equity of the target company on its behalf and solve the legal restrictions on foreign investment in PRC companies.
3. On behalf of Ameritrust Corporation, Liaoning Cornell Real Estate Co., Ltd. signed Stock Exchange Agreements with the shareholders of four operating companies and transferred the equity of four operating companies.
4. The shareholders of the target company issued a power of attorney to entrust Liaoning Cornell Real Estate Co., Ltd. to receive the shares of Ameritrust Corporation, and the shareholders of the four operating companies have realized the stock exchange with Ameritrust Corporation.
5. For the time being, Liaoning Cornell Real Estate Co., Ltd. entrusts the original shareholders of the four operating companies to hold the shares of the four operating companies on behalf of them. The original shareholders of the four operating companies agreed to change the shares of the target company into Liaoning Cornell Real Estate Co., Ltd. or its designated company or individual at any time in accordance with the requirements of the proxy holding agreement.
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PART I –- FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Gryphon Resources , Inc. | |||
BALANCE SHEETS | |||
(Unaudited) | |||
June 30, | September 30, | ||
2020 | 2019 | ||
ASSETS | |||
Current Assets: | |||
Cash | $ - | $ - | |
Total Current Assets | - | - | |
TOTAL ASSETS | $ - | $ - | |
LIABILITIES & STOCKHOLDER'S DEFICIT | |||
Current Liabilities: | |||
Accounts Payable | $ 1,159 | $ 5,250 | |
Accounts Payable - Related Party | 53,115 | 1,500 | |
Interest Payable - Related Party | - | 549 | |
Notes Payable - Related Party | - | 17,798 | |
Total Current Liabilities | 54,274 | 25,097 | |
Total Liabilities | 54,274 | 25,097 | |
Stockholder's Deficit | |||
Common Stock, par value $0.001, | |||
400,000,000 shares Authorized, 267,675,000 shares Issued and | |||
Outstanding at June 30, 2020 and at September 30, 2019 | 267,675 | 267,675 | |
Additional Paid-In Capital | 459,270 | 459,270 | |
Accumulated Deficit | (781,219) | (752,042) | |
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Total Stockholder's Deficit | (54,274) | (25,097) | |
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | $ - | $ - | |
The accompanying notes are an integral part of these unaudited financial statements |
-2-CONSOLIDATED BALANCE SHEET
March 31, 2021 September 30, 2020 (unaudited) (audited) Assets Current assets Cash and cash equivalents Note 3 $ 8,743,735 2,551,600 Restricted cash 12,606,926 0 Net receivables and notes 563,432 5,992 Other receivables 121,791,514 0 Advance payment 14,983,473 0 Inventory 19,686 0 Real estate under development and completed Note 4 70,967,136,331 766,210 Right to use assets 50,715 50,715 Net receivables from related parties 178,385,320 Other current assets 65,000 65,000 Total current assets 71,304,346,132 3,439,517 Noncurrent assets Net estate 29,526,151 Equity in net assets of nonconsolidated related companies Note 6 1,532,591 Net goodwill and intangible assets Note 5 6,543,809 786,136 Total noncurrent assets 37,602,551 786,136 Total assets $ 71,341,948,683 $ 4,225,653 Liabilities and equity Current liabilities Accounts and notes payable $ 67,602,455 $ 24,754 Short-term debt 196,486,245 0 Customer deposits 60,630,713 0 Other accounts payable and accrued liabilities 77,652,501 0 Liability of right to use 50,715 50,715 Amounts due to related parties 263,890,877 0 Total current liabilities 666,313,506 75,469 Non-current liabilities Long term debt 8,577,909 Total non- current liabilities 8,577,909 0 Total liabilities 674,891,415 75,469 Stock right Common stock, $0.01 par value 72,395,709,635 267,675 Additional paid in capital (1,723,834,011) 4,782,993 Retained earnings (4,818,356) (900,484) Accumulated other comprehensive losses - - Total Shareholder's equity 70,667,057,268 4,150,184 Foreign currency translation adjustment 0 0 Total share capital 70,667,057,268 4,150,184 Total liabilities and equity 71,341,948,683 4,225,653 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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June 30, | June 30, | |||||||
2020 | 2019 | 2020 | 2019 | |||||
Revenues: | $ - | $ - | $ - | $ - | ||||
Expenses: | ||||||||
Professional fees | 53,015 | 1,362 | 56,887 | 13,369 | ||||
General and administrative expense | 1,828 | 415 | 3,380 | 1,499 | ||||
Total Operating Expenses | 54,843 | 1,777 | 60,267 | 14,868 | ||||
Operating Loss | (54,843) | (1,777) | (60,267) | (14,868) | ||||
Other Income (Expense) | ||||||||
Gain on Debt Forgiveness | 31,988 | - | 31,988 | - | ||||
Interest Expense | - | (202) | (898) | (15,408) | ||||
Total Other Income (Expense) | 31,988 | (202) | 31,090 | (15,408) | ||||
Net Loss | $ (22,855) | $ (1,979) | $ (29,177) | $ (30,276) | ||||
Basic & Diluted Loss per Common Share | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) | ||||
Weighted Average Common Shares | ||||||||
Outstanding | 276,675,000 | 276,675,000 | 276,675,000 | 208,334,341 |
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements
-3-
AMERITRUST CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
(Unaudited)
Gryphon Resources, Inc. | ||
STATEMENTS OF CASH FLOWS | ||
(Unaudited) | ||
For the Nine Months Ended | ||
June 30, | ||
2020 | 2019 | |
CASH FLOWS FROM OPERATING | ||
ACTIVITIES: | ||
Net Loss | $ (29,177) | $ (30,276) |
Adjustments to reconcile net loss to net cash | ||
used in operating activities: | ||
Benefical Conversion Feature | - | 15,000 |
Gain on Debt Forgiveness | (31,988) | - |
Changes In: | ||
Accounts Payable | (4,091) | (9,780) |
Accounts Payable - Related Party | 51,615 | (2,500) |
Interest Payable - Related Party | 549 | 408 |
Net Cash Used in Operating Activities | (13,092) | (27,148) |
CASH FLOWS FROM FINANCING | ||
Proceeds from Note Payable - Related Party | 13,092 | 27,148 |
Net Cash Provided by Financing Activities | 13,092 | 27,148 |
Net (Decrease) Increase in Cash | ||
Cash at Beginning of Period | - | - |
Cash at End of Period | $ - | $ - |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the year for: | ||
Interest | $ - | $ - |
Franchise Taxes | $ - | $ - |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
150,000,000 shares of common stock were issued in exchange for a debt conversion of $21,161 due to a Related Party | ||
Gain on Debt Forgiveness of $31,988 due to a Related Party | ||
The accompanying notes are an integral part of these unaudited financial statements |
Three Months Ended March 31, 2021 | Six Months Ended March 31, 2021 | Twelve Months Ended September 30, 2020 | ||||||
(unaudited) | (unaudited) | (audited) | ||||||
Net sales and revenue | $ | $ | $ | |||||
Real estate sales | 6,059,305 | 6,059,305 | 0 | |||||
Real estate rental income | 441,374 | 672,442 | 0 | |||||
Other sales revenue | 402,847 | 2,493,642 | 0 | |||||
Net sales and total revenue | 6,903,526 | 9,225,389 | 0 | |||||
Fees and expenses | $ | $ | $ | |||||
Cost of real estate sales | 3,038,374 | 3,038,374 | 0 | |||||
Rental cost of real estate | 4,720 | 111,083 | 0 | |||||
Other cost of sales | 0 | 0 | 0 | |||||
Taxes and surcharges | 375,244 | 747,845 | 0 | |||||
Operating expenses | 292,301 | 698,319 | 0 | |||||
General and administrative expenses | 748,295 | 2,119,338 | 782,000 | |||||
Total cost | 4,458,934 | 6,714,959 | 782,000 | |||||
Net interest income | (3,699,628) | (6,693,661) | (205) | |||||
Net other non-operating income | 282,953 | 265,359 | 31,988 | |||||
Income from investment | 0 | 0 | 0 | |||||
Income before income tax | $ | (972,083) | $ | (3,917,872) | $ | (750,217) | ||
Income tax expense | 0 | 0 | 0 | |||||
Net income | $ | (972,083) | $ | (3,917,872) | $ | (750,217) | ||
Net loss due to non controlling interests (exchange rate changes) | 0 | 20,434 | 0 | |||||
Net income attributable to shareholders | (972,083) | (3,938,306) | (750,217) | |||||
Net income attributable to common shareholders | (972,083) | (3,938,306) | (750,217) |
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements
-4-
AMERITRUST CORPORATION AND SUBSIDIARIES
CONSOLIDATED CASH FLOW STATEMENT
(Unaudited)
Gryphon Resources, Inc. | ||||||||||
STATEMENT OF STOCKHOLDERS' DEFICIT | ||||||||||
(Unaudited) | ||||||||||
Common Stock | ||||||||||
Shares | Par Value | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders' Deficiency | ||||||
Balance as of September 30, 2019 | 267,675,000 | $ 267,675 | $ 459,270 | $ (752,042) | $ (25,097) | |||||
Net Loss for the Three Months Ended December 31, 2019 | - | - | - | (3,858) | (3,858) | |||||
Balance as of December 31, 2019 | 267,675,000 | $ 267,675 | $ 459,270 | $ (755,900) | $ (28,955) | |||||
Net Loss for the Three Months Ended March 31, 2020 | - | - | - | (2,464) | (2,464) | |||||
Balance as of March 31, 2020 | 459,270 | (758,364) | (31,419) | |||||||
Net Loss for the Three Months Ended June 30, 2020 | - | - | - | (22,855) | (22,855) | |||||
Balance as of June 30, 2020 | 267,675,000 | $ 267,675 | $ 459,270 | $ (781,219) | $ (54,274) | |||||
Balance as of September 30, 2018 | 117,675,000 | $ 117,675 | $ 573,109 | $ (715,878) | $ (25,094) | |||||
Beneficial Conversion Feature | - | - | 5,000 | - | 5,000 | |||||
Net Loss for the Three Months Ended December 31, 2018 | - | - | - | (6,089) | (6,089) | |||||
Balance as of December 31, 2018 | 117,675,000 | 117,675 | 578,109 | (721,967) | (26,183) | |||||
Beneficial Conversion Feature | - | - | 10,000 | - | 10,000 | |||||
Stock Issuance for the Cancellation of Debt | 150,000,000 | 150,000 | (128,839) | 21,161 | ||||||
Net Loss for the Three Months Ended March 31, 2019 | - | - | - | (22,208) | (22,208) | |||||
Balance as of March 31, 2019 | 267,675,000 | $ 267,675 | 459,270 | (744,175) | (17,230) | |||||
Net Loss for the Three Months Ended June 30, 2019 | - | - | - | (1,979) | (1,979) | |||||
Balance as of June 30, 2019 | 267,675,000 | $ 267,675 | $ 459,270 | $ (746,154) | $ (19,209) | |||||
The accompanying notes are an integral part of these unaudited financial statements |
Three Months Ended March 31, 2021 (Unaudited) | Six Months Ended March 31, 2021 (Unaudited) | Twelve Months Ended September 30, 2020 (Audited) | ||||||
Cash flow from operating activities | $ | $ | $ | |||||
Net income | (972,083) | (3,938,306) | (750,217) | |||||
Accounts receivable and bills | (227,195) | (557,440) | - | |||||
Other receivables | (2,363,347) | (121,791,514) | 78,566 | |||||
Inventory | - | (19,686) | - | |||||
Real estate developed and completed | 7,148,341 | (70,966,370,121) | - | |||||
Advance payment | (1,510,536) | (14,983,473) | - | |||||
Right to use assets | - | - | - | |||||
Due from Related parties | 2,007,207 | (178,385,320) | - | |||||
Other current assets | - | - | - | |||||
Due to related parties | 1,731,168 | 263,890,877 | - | |||||
Accounts and notes payable | 2,118,666 | 67,577,701 | 3,017 | |||||
Customer deposits | 7,439,179 | 60,630,713 | - | |||||
Other accounts payable and accrued liabilities | (3,396,259) | 77,652,501 | (549) | |||||
Debt relief benefits | - | - | (31,988) | |||||
Net cash provided by operating activities | 11,975,14 | (70,816,294,068) | (701,171) | |||||
Cash flow from investment activities | $ | $ | $ | |||||
Purchase of property and equipment | (6,482,844) | (36,816,415) | - | |||||
Joint control merger | (4,620,046) | 70,655,824,956 | 3,252,771 | |||||
Net cash used in investment activities |
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| 70,619,008,541 |
| 3,252,771 | ||
Cash flow from financing activities | $ | $ | $ | |||||
Repayment of the current portion of short-term and long-term bank loans | (7,443,500) | 205,064,154 | - | |||||
Income from current portion of short-term bank loans and long-term bank loans | - | - | - | |||||
Cash received from absorbing investment | 4,000,000 | 11,000,000 | - | |||||
Net cash provided (used in) by financing activities | (3,443,500) | 216,064,154 | - | |||||
Effects of exchange rate changes on cash, cash equivalents and restricted cash | 20,434 | 20,434 | - | |||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (2,571,249) | 18,778,627 | 2,551,600 | |||||
Cash, cash equivalents and restricted cash at the beginning of the period | 23,901,476 | 2,551,600 | - | |||||
Cash, cash equivalents and restricted cash at the end of the period | $ | 21,350,661 | $ | 21,350,661 | $ | 2,551,600 |
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements
-5-
GRYPHON RESOURCES, INC. AMERITRUST CORPORATION AND SUBSIDIARIES
CONCISE CONSOLIDATED STATEMENT OF EQUITY
(Unaudited)
Common stock | Additional paid in capital |
Accumulated deficit | Total shareholders' equity (deficit) | ||||
Number of shares | Additional paid in capital | ||||||
Balance as of September30, 2019 | 267,675,000 | 267,675 | 459,270 | (752,042) | (25,097) | ||
10: 1 reverse stock split | (240,907,182) | 0 | 0 | 0 | 0 | ||
Change of control | 0 | 0 | 27,772 | 729,187 | 756,959 | ||
Joint control merger | 0 | 0 | 4,295,951 | (127,412) | 4,168,539 | ||
Net loss | 0 | 0 | 0 | (750,217) | (750,217) | ||
Balance as of September 30, 2020 | 26,767,818 | 267,675 | 4,782,993 | (900,484) | 4,150,184 | ||
Issue shares for services, donations and gifts | 217,156,377,554 | 2,171,563,775 | (52,042,732) | 0 | 2,119,521,043 | ||
Change of control | 7,022,387,818,579 | 70,223,878,185 | (1,682,954,226) | 0 | 68,540,923,959 | ||
Joint control merger | 0 | 0 | 7,000,000 | 0 | 7,000,000 | ||
Net loss | 0 | 0 | 0 | (2,966,223) | (2,966,223) | ||
Balance as of December 31, 2020 | 7,239,570,963,951 | 72,395,709,635 | (1,723,213,965) | (3,866,707) | 70,668,628,963 | ||
Issue shares for services, donations and gifts | 0 | 0 | 0 | 0 | (138,582) | ||
Change of control | 0 | 0 | 0 | 0 | (4,481,464) | ||
Joint control merger | 0 | 0 | 4,000,000 | 0 | 4,000,000 | ||
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Net loss due to non controlling interests (exchange rate changes) | 0 | 0 | (4,620,046) | 20,434 | 20,434 | ||
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Net loss | 0 | 0 | (972,083) | 0 | (972,083) | ||
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Balance as of March 31, 2021 | 72,239,963,951 | 72,395,709,635 | (1,723,834,011) | (4,818,356) | 70,667,057,268 |
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements
-6-
AMERITRUST CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 1. OrganizationNature of Operations and DescriptionBasis of BusinessPresentation
Ameritrust Corporation is a real estate holding, development and operation company, and looking for real estate investment. The Companygoal is engaged in businessto 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 real estate.
Note 2. Going Concern Uncertaintiesmerger.
The Company has not generated any revenues, has an accumulated deficitconsolidated 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 $781,219business 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 June 30,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 have positive cash flows from operating activities. The Company expects to incur additional losses as it continues to identify and develop new commercial opportunities. The Company will be subject tomeet the risks, uncertainties, and difficulties frequently encountered by early-stage companies. The Company may not be able to successfully address any or alldefinition of these risks and uncertainties. Failure to adequately do so could causea business combination.
Our common stock trades on the Company’s business, results of operations, and financial condition to suffer. These conditions raise substantial doubt aboutOTC PINK Marketplace under the Company’s ability to continue as a going concern for a period of one year from the issuance date of these financial statements.ticker symbol "ATCC" (formerly "GRYO").
The Company’s ability to continue asrecording currency of the company is US dollar and the reporting currency is US dollar.
On August 28, 2020, Ameritrust and Gryphon, two entities under common control, merged. The transaction does not meet the definition of a going concern is an issue due to its net losses and negative cash flows from operations, and its need for additional financing to fund future operations. Management plans to identify commercial opportunities and to obtain necessary funding from outside sources. There can be no assurance that such funds, if available, can be obtained on terms reasonable to the Company. business combination.
The accompanying condensed consolidated financial statements have been prepared assuming thatin conformity with U.S. GAAP pursuant to the Company will continue as a going concernrules and do not include any adjustments that may result fromregulations of the outcome of this uncertainty. Based on the Company’s current level of expenditures, management believes that cash on hand is adequate to fund operations for at least the next twelve months.
-6-
GRYPHON RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 3. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim financial statements as of June 30, 2020,Securities and for the nine months ended June 30, 2020 and 2019 have been prepared in accordance with accounting principles generally acceptedExchange Commission (SEC) for interim financial statement presentation and in accordance with the instructions to Form 10-Q.information. Accordingly, they do not include all of the information and footnotesnotes required by accounting principles generally accepted in the United States of AmericaU.S. GAAP for complete financial statement presentation. Theystatements. 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 Company’s annual report on Form 10-K for the year ended September 30, 2019. In the opinion of management, theaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to fairly present the financial position as of June 30,and notes thereto included in our 2020 and the results of operations for the nine months ended June 30, 2020 and 2019 and cash flows for the nine months ended June 30, 2020 and 2019. The results of operations for the nine months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year.Form 10-K.
Note 2.Significant Accounting Policies
Estimates
The preparation of financial statements in conformityaccordance with U.S.US GAAP requires management to make estimates and assumptions, thatwhich will affect the reported amountsamount of assets, liabilities and expenses during the reporting period. On an on-goingongoing basis, the Companycompany evaluates its estimates. ActualAs more information becomes available, actual results and outcomes may differ materiallysignificantly from estimates.
Our estimates include the estimates as additional information becomes known.valuation of goodwill, the selection of the estimated useful life of real estate and the valuation of deferred income tax assets.
Cash and Cash EquivalentsFair value measurements
Cash and cash equivalents include highly liquid investments with original maturitiesAccording to the input of nine monthsasset or less. On occasion,liability valuation model, FASB's authoritative guide to fair value measurement establishes a three-level structure. The first level input refers to the Company has amounts deposited with financial institutionsquoted price of the same asset in excess of federally insured limits.
Fair Value of Financial Instrumentsthe active market; the second level input is the important observable input; the third level input is the important unobservable input.
The Company measures certain financialIf available, the company uses quoted prices from active markets to determine fair value. Non-financial assets and liabilitiesmeasured at fair value based on a non-recurring basis mainly include goodwill and real estate assets. When events and circumstances indicate that the exchange price that wouldbook value cannot be received for an asset or paidrecovered, the company will review the impairment indicators of these assets.
Due to transfer a liability (an exit price) in the principal or most advantageous market forshort-term nature and liquidity of these instruments, the asset or liability in an orderly transaction between market participants. The carrying valuebook values of cash and cash equivalents and accounts payable approximateare close to their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinionvalues. The management believes that the Company is not exposed tocompany has no significant interest or credit risksrisk arising from these financial instruments.
-7-
GRYPHON RESOURCES, INC. Cash
NOTES TO FINANCIAL STATEMENTS
June 30, 2020Cash 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.
(Unaudited)
Note 3. SummaryDeveloping real estate
Real estate includes residential land under development. Real estate under construction is valued at the lower of Significant Accounting Policies (continued)cost and fair value.
Land development expenditure, including land use right cost, deed tax, early development cost, project cost, 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 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.
-8-
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.
The Company recognizes aWhen assessing the realizability of deferred tax benefit from an uncertain tax position only ifassets, 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 those temporary differences become deductible. The Company records a valuation allowance when it determines it is more likely than not that a portion of the deferred tax positionassets will not be sustained on examination by taxing authorities,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 technical meritsCompany'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 position. TheCompany's deferred tax assets and liabilities.
Interest and penalties related to unrecognized tax benefits are recognized in the consolidated financial statements from suchas a positioncomponent 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 measured based onupon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the largest benefit that has a greater than 50% likelihoodcourse of being realized upon ultimate settlement. Asaudits and effective settlement of June 30, 2020, and 2019,audit issues. Changes in the Company has not recorded any unrecognizedrecognition or measurement of uncertain tax benefits. See Note 6. Income Taxes.positions could result in increases or decreases in the Company's income tax expense in the period in which the change is made.
Segment ReportingEarnings (Loss) Per Share
The Company’s business currently operates in one segment.
Net Loss per Share
The computation of basic net lossBasic and diluted earnings (loss) per common share is based oncalculated using the weighted average number of common shares that were outstanding during the year.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 March 31, 2021 consolidated financial statements present the combined operations of Ameritrust and Gryphon beginning on March 25, 2020, which is the date a Change of Control effected a new beginning of period.
Pending Accounting Standards
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"), which amends disclosure requirements on fair value measurements in Topic 820. This amendment modifies the valuation process of fair value measurements by removing the disclosure requirements for the valuation processes for Level 3 fair value measurements, clarifying the timing of the measurement uncertainty disclosure, and including the changes in unrealized gains and losses for recurring Level 3 fair value measurements in other comprehensive income if held at the end of the reporting period. It also allows the disclosure of other quantitative information in lieu of the weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and should be applied prospectively for the most recent period presented in the initial fiscal year of adoption. The Company is currently evaluating the impact that this guidance will have on the Company's results of operations, financial position and cash flows.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which modifies ASC 740 to reduce complexity while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 is effective for the Company for interim and annual reporting periods beginning after December 15, 2021. The Company is currently assessing the impact of ASU 2019-12, but it is not expected to have a material impact on the Company's consolidated financial statement.
-9-
Note 3. Cash and cash equivalents
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheet to the total amount shown in the consolidated cash flow statement:
| March 31, 2021 | December 31, 2020 | ||
Cash and cash equivalents | ||||
Cash and fixed deposits(a) | $ | 8,743,735 | $ 11,601,437 | |
Limited cash | 12,606,926 | 12,300,039 |
Note 4. Real estate under development and completed
| March 31, 2021 |
| December 31, 2020 | ||
Development completed: |
|
| |||
Panjin Fortune Building |
| 64,188,024 |
|
| 64,188,025 |
Jingbin Garden |
| 2,291 |
|
| 2,292 |
Hunnan project |
| 54,904 |
|
| 54,905 |
Jinzhaoyuan International Building - Intelligent choice hotel of Shenyang North Railway Station |
| 2,086,731 |
|
| 2,086,732 |
North 2nd Road Project |
| 1,442 |
|
| 1,443 |
Shopping malls connected with Jinzhaoyuan international building and world financial center phase I and II |
| 185,055 |
|
| 185,056 |
Jinzhaoyuan International Building - Mulongquan bath |
| 60,857 |
|
| 60,852 |
Total amount of real estate development completed |
| 66,579,304 |
|
| 66,579,305 |
Real estate under development: |
|
|
| ||
Jinzhaoyuan international building north station building phase I |
| 4,428,761 |
|
| 4,428,762 |
World Financial Center - North Station building phase II |
| 89,100,900 |
|
| 91,944,238 |
World Financial Center - Marriott Hotel |
| 45,262,601 |
|
| 45,187,463 |
Financial Building (Holiday Inn) |
| 5,814,858 |
|
| 5,814,858 |
Financial Building (Whole building) |
| 19,234,824 |
|
| 19,232,527 |
Financial Building (Anshan Office) |
| 417,990 |
|
| 418,625 |
Financial Building (Anshan Sales Office) |
| 82,370 |
|
| 82,371 |
Financial Building (Stereo parking equipment) |
| 577,920 |
|
| 577,921 |
Financial Building (Heat exchange station, fire pump) |
| 340,546 |
|
| 340,546 |
Financial Building (Chaoshan kitchen) |
| 391,923 |
|
| 391,924 |
Fushun Today Sunshine Real Estate(1-1 × plot) |
| 50,208,513 |
|
| 49,278,651 |
Bedford land, New York |
| 0 |
|
| 766,210 |
Prepaid taxes related to real estate |
| 2,826,133 |
|
| 7,371,583 |
Proposed investment in 29 properties(1) | 70,681,869,688 | 70,681,869,688 | |||
Total real estate under development |
| 70,900,557,027 |
|
| 70,907,705,367 |
Total number of completed and developing real estate development projects | $ | 70,967,136,331 |
| $ | 70,974,284,672 |
-10-
(1) The details of these 29 properties are as follows:
Appraisal Value RMB) | Appraisal Value (USD: $) (Ratio is 1:7.06) | Estimated total investment (RMB) | Estimated total investment (USD: $) (Ratio is 1:7.06) | |
1. Hai Wancheng Project | 4,100,000,000 | 580,736,544 | 40,600,000,000 | 5,750,708,215 |
2. Changchun Meixin Fortune Plaza Project | 3,533,333,333 | 500,472,143 | 10,600,000,000 | 1,501,416,431 |
3. Beijing Meixin Fortune Plaza Project | 11,366,666,667 | 1,610,009,443 | 34,100,000,000 | 4,830,028,329 |
4. Shanghai Meixin Fortune Plaza Project | 11,233,333,333 | 1,591,123,702 | 33,700,000,000 | 4,773,371,105 |
5 Sanya Meixin Fortune Plaza Project | 5,266,666,667 | 745,986,780 | 15,800,000,000 | 2,237,960,340 |
6. Harbin Meixin Fortune Plaza Project | 3,600,000,000 | 509,915,014 | 10,800,000,000 | 1,529,745,042 |
7. Shenyang Meixin Fortune Plaza Project | 7,333,333,333 | 1,038,715,770 | 22,000,000,000 | 3,116,147,309 |
8. Hangzhou Meixin Fortune Plaza Project | 9,600,000,000 | 1,359,773,371 | 28,800,000,000 | 4,079,320,113 |
9. Fuzhou Meixin Fortune Plaza Project | 4,600,000,000 | 651,558,074 | 13,800,000,000 | 1,954,674,221 |
10. Jinan Meixin Fortune Plaza Project | 3,600,000,000 | 509,915,014 | 10,800,000,000 | 1,529,745,042 |
11. Guangzhou Meixin Fortune Plaza Project | 9,733,333,333 | 1,378,659,112 | 29,200,000,000 | 4,135,977,337 |
12. Wuhan Meixin Fortune Plaza Project | 4,600,000,000 | 651,558,074 | 13,800,000,000 | 1,954,674,221 |
13. Chengdu Meixin Fortune Plaza Project | 5,933,333,333 | 840,415,486 | 17,800,000,000 | 2,521,246,459 |
14. Kunming Meixin Fortune Plaza Project | 4,100,000,000 | 580,736,544 | 12,300,000,000 | 1,742,209,632 |
15. Lanzhou Meixin Fortune Plaza Project | 3,533,333,333 | 500,472,143 | 10,600,000,000 | 1,501,416,431 |
16. Nanning Meixin Fortune Plaza Project | 3,333,333,333 | 472,143,532 | 10,000,000,000 | 1,416,430,595 |
17.Yinchuan Meixin Fortune Plaza Project | 3,033,333,333 | 429,650,614 | 9,100,000,000 | 1,288,951,841 |
18. Taiyuan Meixin Fortune Plaza Project | 3,600,000,000 | 509,915,014 | 10,800,000,000 | 1,529,745,042 |
19. Nanjing Meixin Fortune Plaza Project | 5,400,000,000 | 764,872,521 | 16,200,000,000 | 2,294,617,564 |
20. Hefei Meixin Fortune Plaza Project | 3,600,000,000 | 509,915,014 | 10,800,000,000 | 1,529,745,042 |
21. Zhengzhou Meixin Fortune Plaza Project | 3,600,000,000 | 509,915,014 | 10,800,000,000 | 1,529,745,042 |
22. Changsha Meixin Fortune Plaza Project | 4,100,000,000 | 580,736,544 | 12,300,000,000 | 1,742,209,632 |
23. Guiyang Meixin Fortune Plaza Project | 3,600,000,000 | 509,915,014 | 10,800,000,000 | 1,529,745,042 |
24. Xi'an Meixin Fortune Plaza Project | 5,266,666,667 | 745,986,780 | 15,800,000,000 | 2,237,960,340 |
25. Chongqing Meixin Fortune Plaza Project | 7,266,666,667 | 1,029,272,899 | 21,800,000,000 | 3,087,818,697 |
26. Tianjin Meixin Fortune Plaza Project | 7,266,666,667 | 1,029,272,899 | 21,800,000,000 | 3,087,818,697 |
27. Shenzhen Meixin Fortune Plaza Project | 11,366,666,667 | 1,610,009,443 | 34,100,000,000 | 4,830,028,329 |
28. Fushun Bank Co., Ltd. Project | 10,000,000,000 | 1,416,430,595 | 10,000,000,000 | 1,416,430,595 |
29.Dalian plastic surgery hospital project | 14,000,000 | 1,983,003 | 14,000,000 | 1,983,003 |
Total | 163,580,666,666 | 23,170,066,100 | 499,014,000,000 | 70,681,869,688 |
-11-
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 March 31, 2021, such assets or liabilities do not need to be regularly measured at fair value.
Note 6. Long term equity investment
|
|
| March 31 2021 |
| Initial cost | Ownership | |
| USD |
| USD |
Shenyang Yuhong Yong'an Village Bank Co., Ltd. | 1,532,591 | 10% | 1,532,591 |
Total | 1,532,591 | 10% | 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 per common shareand 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 weighted average numberestimation of shares used infuture results. The difference between the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. See Note 4. Net Loss Per Share.
Recently Issued Accounting Pronouncements
The Company reviews new accounting standards as issued. Although someexpected and actual results of these accounting standards issued or effective after the end of the Company’s previous fiscal yearfuture results may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on itsthe company's comprehensive operating results or financial position,position. In addition, changes in current federal and state tax laws and rates may affect future tax results and the valuation of operations, or cash flows.
Note 4. Net Loss Per Sharethe company's deferred tax assets and liabilities.
DuringInterest and penalties associated with unrecognized tax benefits are recognized as part of income tax expenses in the nine months ended June 30,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.
-12-
AMERITRUST CORPORATION AND SUBSIDIARIES WITH DEVELOPING PROPERTIES
PROFORMA CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Proforma consolidated financial statements
TABLE OF CONTENTS
Pages | |
Consolidated Balance Sheets | 14 |
Consolidated Statements of Comprehensive (Loss)/Income | 15 |
Consolidated Statements of Changes in Deficit | 16 |
Consolidated Statements of Cash Flows | 17 |
Notes to Consolidated Financial Statements | 18-33 |
-13-
AMERITRUST CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEETS
As of December 31, 2018, 2019, 2020 and June 30,March 31, 2021
(All amounts stated in US$, except for number of shares data)
Notes | December 31, 2018 US$ | December 31, 2019 US$ | December 31, 2020 US$ | March 31, 2021 US$ | |
Assets | |||||
Current assets: | |||||
Cash and cash equivalents | 1,295,126 | 1,934,243 | 2,122,260 | 8,743,735 | |
Restricted cash | - | 11,489,200 | 12,300,039 | 12,606,926 | |
Accounts receivable | 1,166,639 | 176,110 | 336,237 | 563,432 | |
Other receivables | 3 | 34,597,818 | 106,731,963 | 119,428,167 | 121,791,514 |
Inventory | 18,674 | 18,447 | 19,686 | 19,686 | |
Advance payment to suppliers | 8,765,223 | 8,235,129 | 13,472,937 | 14,983,473 | |
Real estate under development and completed | 192,909,695 | 229,995,158 | 291,648,774 | 285,266,643 | |
Right to use assets | - | - | - | 50,715 | |
Net receivables from related parties | 70,835,674 | 94,931,588 | 180,386,535 | 178,385,320 | |
Other current assets | - | - | - | 65,000 | |
Total current assets | 309,588,849 | 453,511,838 | 619,714,635 | 622,476,444 | |
|
|
|
|
| |
Property and equipment, net | 5 | 25,294,730 | 70,705,166,137 | 70,704,889,426 | 70,711,395,839 |
Long-term investment | 6 | 88,489,301 | 1,436,150 | 1,532,590 | 1,532,591 |
Intangible assets | 7 | 5,079,227 | 5,505,794 | 5,781,242 | 6,543,809 |
Total non-current assets | 118,863,258 | 70,712,108,081 | 70,712,203,258 | 70,719,472,239 | |
TOTAL ASSETS | 428,452,107 | 71,165,619,919 | 71,331,917,893 | 71,341,948,683 | |
LIABILITIES AND SHAREHOLDERS'DEFICIT |
|
|
|
| |
Current liabilities |
|
|
|
| |
Accounts payables and notes payables | 66,183,126 | 72,288,604 | 65,459,035 | 67,602,455 | |
Short-term bank loans | 8 | 193,842,844 | 188,222,589 | 200,974,910 | 196,486,245 |
Customer deposits | 9 | 28,574,029 | 21,586,723 | 53,191,534 | 60,630,713 |
Other payables and accrued liabilities | 11 | 233,485,835 | 279,002,508 | 81,048,760 | 77,652,501 |
Liability of right to use |
| - | - | - | 50,715 |
Amounts due to related parties | 12 | 45,580,796 | 59,985,614 | 262,159,708 | 263,890,877 |
Total current liabilities | 567,666,630 | 621,086,038 | 662,833,948 | 666,313,506 | |
Long-term bank loans | - | - | 11,532,744 | 8,577,909 | |
Total non-current liabilities | - | - | 11,532,744 | 8,577,909 | |
Total liabilities | 567,666,630 | 621,086,038 | 674,366,692 | 674,891,415 | |
|
|
|
|
| |
Commitments and contingencies | 13 | ||||
|
|
|
|
| |
Shareholders' deficit | |||||
Common shares | 11,428,728 | 70,696,195,118 | 70,696,382,506 | 70,696,608,083 | |
Additional paid in capital |
| - | - | - | 11,782,993 |
Retained earnings | (155,254,578) | (157,964,926) | (38,789,206) | (41,333,808) | |
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 | 70,667,057,268 | |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 428,452,107 | 71,165,619,919 | 71,331,917,893 | 71,341,948,683 |
The accompanying notes are an integral part of the consolidated financial statements.
-14-
AMERITRUST CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS/INCOME
For the years ended December 31, 2018, 2019, 2020 and March 31, 2021
(ALL amounts stated in US$, except for number of shares data)
| Notes | Year ended December 31 | Three months ended March 31 | ||
|
| 2018 | 2019 | 2020 | 2021 |
|
| US$ | US$ | US$ | US$ |
Revenue: |
|
|
|
| |
Real estate sales |
| 8,261,049 | 1,495,522 | 16,231,698 | 6,102,395 |
Real estate lease income |
| 2,813,248 | 2,115,251 | 4,912,262 | 850,224 |
Other sales revenue |
| - | - | 1,722,300 | - |
Nonbusiness income |
| - | - | 93,332 | - |
Total revenue |
| 11,074,297 | 3,610,773 | 22,959,592 | 6,952,619 |
Costs of revenue: |
| ||||
Cost of real estate sales |
| (8,283,247) | (163,839) | 783,573 | (3,064,735) |
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) | (3,064,735) |
Gross profit |
| 2,009,086 | 2,601,709 | 21,672,102 | 3,887,884 |
Taxes and Additional |
| - | - | (2,089,105) | (377,912) |
Selling and distribution expenses |
| (107,664) | (92,645) | (701,414) | (294,379) |
General and administrative expenses |
| (3,098,869) | (2,990,319) | (2,912,975) | (777,919) |
Operating loss |
| (1,197,447) | (481,255) | 15,968,608 | 2,437,674 |
|
|
| |||
Interest expense |
| (12,524,411) | (14,584,995) | (15,110,920) | (3,699,628) |
Gain on long term investment |
| - | 12,377,195 | 3,309,410 | - |
Gain on disposal of properties |
| 7,696,041 | - | - | 284,965.00 |
Dividends income |
| - | - | - | - |
Loss from operations before income |
| (6,025,817) | (2,689,055) | 4,167,098 | (976,989) |
Income taxes | 10 | (193,068) | (21,293) | - | - |
Net loss |
| (6,218,885) | (2,710,348) | 4,167,098 | (976,989) |
Foreign currency translation adjustments |
| 7,885,013 | 1,692,362 | - | - |
Total comprehensive (loss)/income |
| 1,666,128 | (1,017,986) | 4,167,098 | (976,989) |
The accompanying notes are an integral part of the Company recordedconsolidated financial statements.
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AMERITRUST CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS |
For the years ended December 31, 2018, 2019, 2020 and March 31, 2021 (All amounts stated in US$, except for number of shares data) |
Year Ended December 31, |
Three months Ended March 31 | |||
2018 | 2019 | 2020 | 2021 | |
| US$ | US$ | US$ | US$ |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
| |
Net Loss | (6,218,885) | (2,710,348) | 4,167,098 | (976,989) |
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) | 563,432 |
Real estate properties development completed | (6,336,597) | (257,026) | (21,178,508) | 285,266,643 |
Real estate properties under development | (41,906,027) | (39,537,610) | (33,103,524) | 19,686 |
Inventory | - | - | (1,239) | 14,983,473 |
Advances to suppliers | (294,305) | 427,038 | 5,237,808 | 121,791,514 |
Other receivables | 50,251,819 | (73,171,515) | (12,696,204) | 50,715 |
Deposits for land use rights | - | - | - | 178,385,322 |
Amounts due from related parties | - | - | (85,454,947) | 263,890,876 |
Accounts payable and notes payables | 29,028,745 | 6,969,490 | - | 11,844,587 |
Customer deposits | 3,880,688 | (6,696,031) | (31,604,811) | 60,630,713 |
Other payables and accrued liabilities | (9,226,749) | 48,768,500 | 194,675,417 | 77,652,501 |
Net cash (used in) /provided by operating activities | 12,909,118 | (63,402,201) | 15,713,865 | 1,014,102,473 |
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) | (1,009,209,789) |
Repayments of short-term bank loans and current portion of long-term bank loans | (237,751,030) | (195,608,470) | (194,798,738) | (9,742,385) |
Proceeds from short-term bank loans and current portion of long-term bank loans | 233,009,070 | 192,319,142 | 205,862,931 | 2,298,886 |
Capital injection | 669,378 | 2,896,702 | - | - |
Net cash provided by financing activities | 43,407,911 | 14,693,898 | (17,256,821) | (1,016,653,288) |
NET (DECREASE)/INCREASE IN CASH, CASH EQUIVALENTS AND | 779,873 | 12,247,247 | 998,856 | (2,550,815) |
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 | 23,901,476 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, AT END OF YEAR | 1,295,126 | 13,423,443 | 14,422,299 | 21,350,661 |
| ||||
SUPPLEMENTARY INFORMATION ON CASH FLOWS | ||||
Cash and cash equivalents | 1,295,126 | 1,934,243 | 2,122,260 | 8,743,735 |
Restricted cash | - | 11,489,200 | 12,300,039 | 12,606,926 |
The accompanying notes are an integral part of the consolidated financial statements.
-16-
AMERITRUST CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
For the years ended December 31, 2018, 2019, 2020 and March 31, 2021
(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) | 0 | 70,657,551,201 |
Adjustment of variances at the beginning of the period | 267,676 | 11,782,993 | (972,907) | 11,077,762 |
Capital injection | - | - | - | - |
Proposed investment in twenty-nine properties | - | - | - | - |
Foreign currency translation | - | - | - | - |
Net loss | - | (976,989) | (594,706) | (1,571,695) |
BALANCE AT March 31, 2021 | 70,696,608,083 | (27,983,202) | (1,567,613) | 70,667,057,268 |
The accompanying notes are an integral part of the consolidated financial statements.
-17-
Description of the Pro Forma Financial Statements
For The Years Ended December 2018, 2019, 2020 And March, 2021
1. Background information of business and organization
Liaoning Pacific Industrial Co., Ltd. (“LPIC”) was incorporated on January 16, 1996 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 net loss.Georgia Corporation, has signed share exchange agreement with LPIC by issuing 169,971,671 shares of common 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
(a) The Company does notGroup and basis of presentation and consolidation
The four entities (collectively, the “Group”) are principally engaged in residential real estate development and the Group's operations are conducted in the PRC. The accompanying consolidated financial statements have any potentially dilutive securities outstanding. Therefore, basicbeen prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). All inter-company transactions and dilutedbalances 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 normal course of business.
The Group incurred net loss per share is the same for those periods.
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GRYPHON RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 5. Related Party
From September 2018 – June 2020, the Company incurred a related party payableof US$976,989 (December 31, 2020: US$4,167,098; December 31, 2019: 2,710,348; December 31, 2018: US$6,218,885) and net cash used in the amountoperating activities of $7,000 to an entity related to the legal custodian of the Company for professional fees. On MarchUS$1,014,102,473(December 31, 2019, $4,000 of this balance was converted into a promissory note payable, bearing interest at an annual rate of 10% and On June 12, 2020, $3,000 was converted into a promissory note payable, non-interest bearing. As of June 30, 2020, this debt was forgiven during the Change of Control and $0 remains outstanding in principal and interest.
On September 30, 2018 the Company issued $5,955 in convertible note payable to an entity related to the legal custodian of the Company. This note bears interest at an annual rate of 10% and is convertible to common shares of the Company at $0.0001 per share. In connection with the above note, the Company recognized a beneficial conversion feature of $5,955, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance. This beneficial conversion feature was accreted to interest expense2020: 998,856; December 31, 2019: US$63,402,201; December 31, 2018: US$12,909,118) during the year ended September 30, 2018.March 31, 2021. As of September 30, 2019, this note has been convertedMarch 31, 2021, the Group had net current liability of US$666,313,506(December 31, 2020: 662,833,948; December 31, 2019: US$167,574,200; December 31, 2018: US$258,077,781) and $0equity of US$70,667,057,268 (December 31, 2020: 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 future 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 are issued. In light of management’s efforts, there are no assurances that the Group will be successful in 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 do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Group be unable to continue as a going concern.
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(b )Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes, and disclosure of contingent 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 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 accounted for under the equity method or those 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 (or its equivalent) of the investment, the Group chose to measure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same 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 measurement alternative is elected is impaired. In the event that a qualitative assessment indicates that the investment is impaired and the fair value of the investment 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 selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal balanceor most advantageous market in which it would transact and $0 accrued interestit considers assumptions that market participants would use when pricing the asset or liability.
Accounting guidance establishes a 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. A financial instrument's categorization within the fair value hierarchy is outstandingbased upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:
Level 1-Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets
Level 2-Includes other inputs that are directly or indirectly observable in the market 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 assets 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 income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the note payable.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.
-19-
(d) Foreign currency translation
The Group's financial information is presented in U.S. dollars. The functional currency of the entities of the Group located in the PRC is Renminbi ("RMB"), the currency of the PRC. The consolidated financial statements of the Group have been translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. The PRC entities’ financial information is first prepared in RMB and then is translated into U.S. dollars at period-end exchange rates as to assets and liabilities and 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 translation.
(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 PRC. The vast majority of the PRC bank balances are denominated in RMB.
Cash includes 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 March 31, 2021, the Group held US$12,606,926 (December 31, 2019: US$ 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.
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.
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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 amount 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 the 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. The Group 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 ASC 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.
-21-
The following table presents the Group's contract balances as of December 31, 2018, 2019, 2020 and March 31, 2021:
| December 31, 2018 | December 31, 2019 | December 31, 2020 | March 31, 2021 |
Customer deposits | 28,574,029 | 21,586,723 | 53,191,534 | 60,630,713 |
(i) Accounts receivable
Accounts receivable represents the CompanyGroup'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 March 31, 2021, there was no allowance for doubtful accounts (nil, December 31, 2020; 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 relationships.
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 March 31, 2021, there was no allowance for doubtful accounts (nil, December 31, 2020; 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 vendors 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 the 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, 2019, 2020 and March 31, 2021, there was no allowance provided.
(m) Customer deposits
Customer deposits consist of sales proceeds received from customers from the sale of residential or commercial units in the PRC. In the PRC, customers will generally obtain financing for the purchase of their residential or commercial unit prior to the completion of the project. The Group receives these funds and recognizes them as a customer deposit current liability until the revenue can be recognized.
(n) Notes payable and other payables
Notes payable represents short-term bank acceptance notes issued $5,000 in convertibleby financial institutions that entitle the holder to receive the stated amount from the financial institutions at the maturity date of the notes. The Group has utilized notes payable to an entity relatedsettle amounts owed to suppliers and contractors. 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, US$24,521,448.60 as of December 31, 2018, 2019, 2020 and March 31, 2021, respectively.
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(o) Property and equipment, net
Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the legal custodianstraight-line method over the estimated useful lives of the Company. This note bears interest at an annual rate of 10% and is convertible to common sharesassets. Estimated useful lives of the Company at $0.0001 per share. In connection withassets 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 above note, the Company recognizeduseful life or represent a beneficial conversion feature of $5,000, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance. This beneficial conversion feature was accreted to interest expense during the year ended September 30, 2019. As of September 30, 2019, this note has been converted and $0 of the principal balance and $0 accrued interest is outstanding on the note payable.betterment, in which case they are capitalized.
In January 2019, 150,000,000 million shares were issued in exchange for the cancellations of debt, $21,161 in convertible notes payable and accrued interest to an entity related to the legal custodian of the Company.(p) Income taxes
In March 2019,The Group accounts for income tax using the Company issued a $4,000 promissory note payable and a $2,794 promissory note payable to entities related to the legal custodian of the Company, at an annual rate of 10% and were payable on demand. As of June 30, 2020, this debt was forgiven during the Change of Control and $0 remains outstanding in principal and interest due.
In January 2019, the Company issued a $10,000 in a convertible note payable to an entity related to the legal custodian of the Company. This note bears interest at an annual rate of 10% and is convertible to common shares of the Company at $0.0001 per share. In connection with the above note, the Company recognized a beneficial conversion feature of $10,000, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance. This beneficial conversion feature was accreted to interest expense during the year ended September 30, 2019. As of September 30, 2019, this note has been converted and $0 is outstanding in principal and accrued interest.
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GRYPHON RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 5. Related Party (continued)
In June 2019, the Company issued a $5,000 promissory note payable and a $354 promissory note payable to entities related to the legal custodian of the Company, at an annual rate of 10% and were payable on demand. As of June 30, 2020, this debt was forgiven during the Change of Control and $0 remains outstanding in principal or interest due.
In July 2019, the Company issued a $2,150 promissory note payable related to the legal custodian of the Company, at an annual rate of 10% and was payable on demand. As of June 30, 2020, this debt was forgiven during the Change of Control and $0 remains outstanding, in principal and interest due.
In September 2019, the Company issued a $3,500 promissory note payable related to the legal custodian of the Company that was non- interest bearing and payable on demand. As of June 30, 2020, this debt was forgiven during the Change of Control and $0 remains outstanding in principal or interest due.
In December 2019, the Company issued a $7,247 promissory note payable related to the legal custodian of the Company, at an annual rate of 10% and was payable on demand. As of June 30, 2020, this debt was forgiven during the Change of Control and $0 remains outstanding in principal or interest due.
On March 25, 2020, as a result of a private transaction, the control block of voting stock of Gryphon Resources, Inc. (the “Company”) represented by 142,500,000 shares of common stock [“Shares”] which is an ownership interest of approximately 53% has been transferred from Tourmeline Ventures, LLC [“Seller”] to Mr. Seong Y. Lee [“The Purchaser”]. The considerationbalance sheet method. Deferred taxes are provided for the shares was $0.0028 per share. The source of cash consideration for the shares was personal funds of the Purchaser.
As of the nine months ended June 30, 2020, the Company had Forgiveness of Debt in the amount of $31,988 during the Change of Control, the debt due to the Legal Custodian of the Company was forgiven in a signed agreement.
As of June 30, 2020, the Company has $0 in promissory notes payable and $0 in intrest payable to a legal custodian of the company.
In April - June 2020, an Officer and Related Party, paid the Company’s Legal fees and fees to the Stock Transfer Agent in the amount of $53,115. This amount is due to Related Party as of June 30, 2020. It is non-interest bearing.
-10-
GRYPHON RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 6. Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets on June 30, 2020 and September 30, 2019 arepurposes, as follows:
|
| June 30, 2020 |
|
| September 30, 2019 | ||
Deferred tax assets: |
|
|
|
|
|
|
|
Net operating loss carryforwards |
| $ | 164,056 |
|
| $ | 157,667 |
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
| 164,056 |
|
|
| 157,667 |
|
|
|
|
|
|
|
|
Less: valuation allowance |
|
| (164,056) |
|
|
| (157,667) |
|
|
|
|
|
|
|
|
Net deferred tax asset |
| $ | — |
|
| $ | — |
Thewell as unutilized net increase in theoperating losses. A valuation allowance is provided for deferred tax assets was $231if 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 the largest amount of tax 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 statute 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.
-23-
(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.
(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 nine months endedGroup. 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 segment report disclosed.
(u) Recent Accounting Pronouncements
In June 30, 2020.2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses ("ASU 2016-13"). The Company evaluates its valuation allowanceamendments in ASU 2016- 13 update guidance on an annual basisreporting credit losses for financial assets. This ASU requires entities to measure credit losses for financial assets measured at amortized cost based on projectedexpected 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 the 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 ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 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 initial application of Topic 606. The Group does not believe the adoption of ASU 2018-18 will have a material impact 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.
-24-
3. Other receivables
The following summarizes the details of other receivables:
| December 31, 2018 |
| December 31, 2019 |
| December 31, 2020 | March 31 , 2021 | ||
| US$ |
| 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 | 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 | 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 | 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 | 1,960,127 | ||||
Minghui Financial Leasing Co., Ltd. | 2,548,830 | - | 3,852,101 | 3,858,667 | ||||
Huizhou Shunzhan Trading Co., Ltd. | - | - | 1,879,411 | 1,879,411 | ||||
Dalian Baichuan Golden Sun Culture Shenyang Branch | - | - | 1,304,089 | 1,304,089 | ||||
Yan, Xing | - | - | 1,180,554 | 1,180,554 | ||||
Jilin Jiuying Investment Management Group Co., Ltd. | - | - | 1,217,759 | 1,217,759 | ||||
Liying, Huang | - | - | 1,145,228 | 1,145,228 | ||||
Zhejiang Baide Guangzhen Film and Television Culture Co., Ltd. | - | - | 1,097,335 | 1,097,335 | ||||
Dongmei, Ren | - | - | 1,072,813 | 1,072,813 | ||||
Yongan | - | - | 10,357,610 | 10,357,610 | ||||
Shen He Xia Wei Yi | - | - | 1,831,867 | 1,831,867 | ||||
Beijing Yangxin Yang Consulting Co., Ltd. | - | - | 198,769 | 198,769 | ||||
Light Industry Plant II (Wang Zhongxuan) | - | - | 8,429,248 | 8,582,507 | ||||
Shenyang Chengda Refrigeration Co., Ltd. | - | - | 6,216,359 | 6,216,359 | ||||
Panjin Wanxin Hui Trading Co., Ltd. | - | - | 6,206,992 | 6,206,992 | ||||
Liaoning Amelit Environmental Materials Technology Co. Ltd. | - | - | 5,534,868 | 5,534,868 | ||||
Tiexi and Shengyuan Board Distribution | - | - | 4,597,772 | 4,597,772 | ||||
Shenyang Qizhi Trading Co., Ltd. | - | - | 4,367,883 | 4,367,883 | ||||
Hanji Shun | - | - | 3,065,181 | 3,065,181 | ||||
Shenyang Hongda Technology Co. Ltd. | - | - | 1,960,127 | - | ||||
Shenyang Chengjun Haifu Trading Co., Ltd. | - | - | 1,924,134 | 1,924,134 | ||||
Dalian Mingshang Trading Co., Ltd. | - | - | 1,685,850 | 1,685,850 | ||||
Shenyang Tiexi Xinsheng and Hardware Building Materials Distribution Department | - | - | 1,532,591 | 1,532,591 | ||||
Shenyang Jiuli Building Materials Co. Ltd. | - | - | 1,532,591 | 1,532,591 | ||||
Huludao Longgang District Wanxiang Microloan Company | - | - | 1,532,591 | 1,532,591 | ||||
Zhao Zhijia | - | - | 1,494,276 | 1,494,276 | ||||
Hu Qi | - | - | 1,380,328 | 1,380,328 | ||||
Xu He-nan | - | - | 1,226,072 | 1,226,072 | ||||
Beijing Business Hotel | - | - | 1,067,975 | 1,067,975 | ||||
Delin Zhu (Dandong property) | - | - | 1,019,173 | 1,019,173 | ||||
Rendong Yu | - | - | 996,184 | 996,184 | ||||
Yin Baoli | - | - | 995,310 | 995,310 | ||||
Jiang Shaowei (Knitting Factory 2) | - | - | 841,014 | 841,014 | ||||
Ruifeng Huayang Investment Company | - | - | 766,295 | 766,295 | ||||
Dalian Bowen Hotel Management Co., Ltd. | - | - | 766,295 | 766,295 | ||||
Jie Chen | - | - | 766,295 | 766,295 | ||||
Shenyang Boyi Heng Decoration Engineering Co. Ltd. | - | - | 756,607 | - | ||||
Li Dongfei | - | - | 742,157 | 742,157 | ||||
Hong Lei | - | - | 674,263 | 674,263 | ||||
Xu Bin | - | - | 552,177 | 558,330 | ||||
Su Wenbo | - | - | 505,755 | 505,755 |
-25-
Xue Peihua | - | - | 505,755 | 505,755 | ||||
Sun Liang | - | - | 503,808 | 503,808 | ||||
Lee Siu-sen | - | - | 488,127 | 488,127 | ||||
Jingcheng Business Hotel, Shenhe District, Shenyang | - | - | 475,299 | 475,299 | ||||
Li Chen Huludao Dongsheng Carbon Plant | - | - | 459,777 | 459,777 | ||||
Panjin He Chong Real Estate Marketing Planning Co. Ltd. | - | - | 433,178 | - | ||||
Zhang Yu | - | - | 409,048 | 409,048 | ||||
Zhang Qi | - | - | 387,745 | 387,745 | ||||
Chifeng Tongyuan Gold Mine Co., Ltd. | - | - | 382,381 | 382,381 | ||||
Fuxin Bank | - | - | 319,577 | 319,577 | ||||
Zhao Ling | - | - | 306,518 | 306,518 | ||||
He Wan Jun | - | - | 306,518 | 306,518 | ||||
Bi Wenping | - | - | 295,024 | 295,024 | ||||
China Well-off Construction Association | - | - | 265,068 | 279,759 | ||||
Song Jinghai | - | - | 229,889 | 229,889 | ||||
Du Peng | - | - | 227,945 | 227,945 | ||||
Tiedong Chaoshan Hotel | - | - | 218,754 | 218,754 | ||||
KIM CHUL RAK( Kim Chollo) | - | - | 199,237 | 199,237 | ||||
Chao Lou Hotel, Longgang District | - | - | 199,237 | 199,237 | ||||
Fuxin Bank Shenyang Branch Business Department (Lu Jingqiang) | - | - | 199,236 | 199,236 | ||||
Li Xiaobai | - | - | 180,802 | 180,802 | ||||
Ai Jiang Shan | - | - | 168,585 | 168,585 | ||||
Zhang Jun | - | - | 154,216 | 154,216 | ||||
Qi Yingming | - | - | 153,597 | 153,597 | ||||
Yujunge Entertainment Club, Zhongshan District, Dalian | - | - | 153,259 | 153,259 | ||||
Li Jinhua | - | - | 153,259 | 153,259 | ||||
Shenyang Yixing Aerospace Equipment Manufacturing Group Co. Ltd. | - | - | 153,259 | 153,259 | ||||
Li Weiyi | - | - | 153,259 | 153,259 | ||||
Liaoning Construction and Installation Group Co., Ltd. Rongpan Branch | - | - | 153,259 | 153,259 | ||||
Shenyang Yongsheng Leisure Shopping Plaza Co., Ltd. | - | - | 153,259 | 153,259 | ||||
Gao Xing | - | - | 153,259 | 153,259 | ||||
Dalian jinhongda Trade Co., Ltd. | - | - | - | 153,259 | ||||
Guo Bing | - | - | - | 252,082 | ||||
Hu Liyuan | - | - | - | 1,174,814 | ||||
Jia Chengguo | - | - | - | 128,478 | ||||
Liu Li na | - | - | - | 116,508 | ||||
Liaoning Suisi Construction Engineering Group Co., Ltd. | - | - | - | 469,169 | ||||
Ningyuan sub branch of Fushun bank | - | - | - | 243,723 | ||||
Shenyang Peninsula Blue Bay Hotel Management Co., Ltd. | - | - | - | 107,281 | ||||
Shenyang boyiheng Decoration Engineering Co., Ltd. | - | - | - | 721,694 | ||||
Shenyang Deyi Culture Development Co., Ltd. | - | - | - | 160,615 | ||||
Shenyang Fubang Meiya furniture decoration Co., Ltd. | - | - | - | 113,436 | ||||
Sun Shiwei | - | - | - | 107,281 | ||||
Wang Jun | - | - | - | 188,332 | ||||
Wang Shuping | - | - | - | 137,933 | ||||
Xiuyan Manchu Autonomous County Rural Credit Cooperative Association | - | - | - | 107,281 | ||||
Yichun Yongfeng Paper Co., Ltd. | - | - | - | 122,607 | ||||
Yu Yang | - | - | - | 110,347 | ||||
Zang Hongxi | - | - | - | 104,676 | ||||
Zhang Feng | - | - | - | 122,607 | ||||
Zhao Bing | - | - | - | 119,542 | ||||
Others | 1,784,057 | 16,763,433 | 1,778,018 | 2,348,939 | ||||
Total | 34,597,818 | 106,731,963 | 119,428,167 | 121,791,514 | ||||
|
Other receivables primarily represent various cash advances to unrelated companies and individuals with which the Group has business relationships and they are unsecured, non-interest bearing and due on demand.
-26-
4. Real estate properties development completed and under development
The following summarizes the components of real estate properties development completed and under development at December 31, 2018, 2019, 2020 and March 31, 2021:
|
| December 31, |
| March 31, |
| 2018 | 2019 | 2020 | 2021 |
| US$ | US$ | US$ | US$ |
Development completed: |
|
|
| |
Panjin Fortune Building | 43,666,894 | 43,227,664 | 64,188,025 | 63,803,391 |
Jing Bin Yuan | 2,174 | 2,148 | 2,292 | 2,291 |
Hunnan Project | 52,084 | 51,450 | 54,905 | 54,904 |
Jinzhaoyuan International Building - Shenyang North Station Zhixuan Holiday-Inn | 1,979,507 | 1,955,421 | 2,086,732 | 2,086,731 |
Beier Road Project | 1,368 | 1,352 | 1,443 | 1,442 |
Connection of Phase I and phase II Shopping Malls | - | 108,049 | 185,056 | 185,055 |
Jinzhaoyuan International Building - Mulongquan Spa | 54,712 | 60,852 | 60,857 | |
Real estate properties development completed | 45,702,027 | 45,400,796 | 66,579,304 | 66,194,671 |
| ||||
Jinzhaoyuan International Building - North Station Building Phase I | 4,095,064 | 4,045,236 | 4,428,762 | 4,428,761 |
Global Financial Center - North Station Building Phase II | 85,756,748 | 85,502,606 | 91,944,238 | 89,100,900 |
Global Financial Center - Marriott Hotel | 30,933,093 | 40,267,662 | 45,187,463 | 45,589,425 |
Connection of Phase I and phase II Shopping Malls | 52,843 | - | ||
Financial Building (Holiday Inn) | 5,424,533 | 5,440,132 | 5,814,858 | 5,814,858 |
Financial Building (Building as a whole) | 18,120,810 | 17,959,414 | 19,232,527 | 19,234,732 |
Financial Building (Anshan Office) | 36,346 | 67,671 | 418,625 | 283,681 |
Financial Building (Anshan Sales Office) | 14,506 | 14,330 | 82,371 | 82,370 |
Financial Building (Three-dimensional Parking Equipment) | 141,150 | 225,601 | 577,921 | 577,920 |
Financial Building (Heat Exchange Station, Fire Pump) | 182,578 | 319,117 | 340,546 | 340,546 |
Financial Building (Chaoshan Kitchen) | - | 143,615 | 391,924 | 391,924 |
Fushun Jin Ri Yang Guang (Site 1-1#) | - | 28,211,006 | 49,278,651 | 51,100,432 |
Prepaid tax relating to real estate properties | 4,473,261 | 4,437,055 | - | - |
| 149,230,932 | 186,633,445 | 217,697,886 | 216,945,549 |
Prepaid taxes related to real estate | 1,903,526 | - | ||
(Loss)/profit recognized | (1,830,158) | (1,844,825) | - | - |
Less: progress billings | (193,106) | (194,258) | - | - |
Real estate properties under development: | 147,207,668 | 184,594,362 | 219,601,412 | 216,945,549 |
Total real estate properties development completed and under development | 192,909,695 | 229,995,158 | 286,180,716 | 283,140,220 |
5. Property and equipment, net
Property and equipment consisted of the following:
| December 31, 2018 | December 31, 2019 | December 31, 2020 | March 31, 2021 |
| US$ | US$ | US$ | US$ |
Vehicles | 11,826 | 11,682 | 725,378 | 621,309 |
Equipment | 730,189 | 687,723 | 12,467 | 12,467 |
Furniture and fixtures | 266,102 | 290,665 | 273,017 | 273,017 |
Office buildings | 35,191,142 | 34,762,945 | 37,097,350 | 37,097,350 |
Total | 36,199,260 | 35,753,015 | 38,108,212 | 38,004,143 |
Accumulated depreciation | (10,904,530) | (12,456,566) | (15,088,474) | (15,423,359) |
Property and equipment, net | 25,294,730 | 23,296,449 | 23,019,738 | 22,580,784 |
-27-
As of December 31, 2018, 2019, 2020 and March 31, 2021, the long-term investment consisted of the 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 |
March 31, | |||
Initial Cost | Ownership | 2021 | |
US$ | % | US$ | |
Shenyang Yuhong Yongan Village Bank Co., Ltd. | 1,532,591 | 10% | 1,532,591 |
Total | 1,532,591 | 10% | 1,532,591 |
7. Intangible Assets
| December 31, 2018 | December 31, 2019 | December 31, 2020 | March 31, 2021 |
| US$ | US$ | US$ | US$ |
Land use right | 5,230,123 | 5,743,026 | 6,583,696 | 6,583,696 |
Land use right Accumulated depreciation at December 31, | (150,896) | (237,232) | (803,380) | (826,764) |
Land use right, net | 5,079,227 | 5,505,794 | 5,780,316 | 5,756,932 |
Others | - | - | 2,222 | 2,222 |
Others Accumulated depreciation at December 31, | - | - | (1,296) | (1,481) |
Others use right, net | - | - | 926 | 741 |
Goodwill | 786,136 |
Amortization expense for Land use right for the year ended March 31, 2021 amounted to US$-826,764 (2018: US$58,606; 2019: US$88,921).
Amortization is computed using the straight-line method over the estimated useful lives of the land use rights. Estimated useful lives of the land use rights are between 20-32 years.
-28-
8. Short-term bank loans and other debt
Short-term bank loans and other debt represent amounts due to various banks and financial institutions that are due on the dates indicated below. Short-term bank loans and other debt at December 31, 2018, 2019, 2020 and March 31, 2021 consisted of the following:
| December 31, 2018 | December 31 , 2019 | December 31, 2020 |
| US$ | 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 |
9. Customer deposits
Advances for real estate properties comprise of 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 | March 31, 2021 |
| US$ | US$ | US$ | US$ |
Advances for real estate properties | 28,767,135 | 21,780,981 | 53,191,534 | 60,630,713 |
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 | 60,630,713 |
-29-
10. Income taxes
Corporate income tax ("CIT")
The Group's PRC entities are subject to income 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 operations. When circumstances changeyears for PRC income tax reporting purposes up to five years. The Group did not record deferred tax asset at December 31, 2018, 2019, 2020 and this causes a change in management’s judgment aboutMarch 31, 2021.
In assessing the realizabilityrealization of deferred tax assets, the impactmanagement considers whether it is more likely than not that some portion or all of the change ondeferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future 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 tax planning strategies in making this assessment. A valuation allowance is reflected in current operations.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 deductibility is uncertain.
Year ended December | Year ended December | |||
| 2018 | 2019 | 2020 | 2021 |
| US$ | 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, 2018, 2019, 2020 and March 31, 2021, are as follows:
| Year ended December 2018 | Year ended December 2019 | Year ended December 2020 | Year ended March 2021 |
| US$ | 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 | March 31, 2021 |
| US$ | US$ | US$ | US$ |
Other tax payables | 708,942 | 1,021,686 | 1,096,675 | (264,720) |
Salary payables | 122 | 885 | 332 | 332 |
Other payables (1) | 232,776,771 | 277,979,937 | 79,951,753 | 77,916,889 |
Total | 233,485,835 | 279,002,508 | 81,048,760 | 77,652,501 |
(1) Other payables primarily represent various cash advances from unrelated companies and individuals with which the Group has business relationships and they are unsecured, non-interest bearing and due on demand.
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For federal income tax purposes,12. Related party transactions
December 31, 2018 | December 31, 2019 | December 31, 2020 | March 31, 2021 | |
Amount due from related parties | US$ | US$ | US$ | US$ |
Shengyang Ruibo Hotel Management Co., Ltd. | 1,508,436 | 16,110,101 | 8,115,289 | 7,847,396 |
Liaoning Tongfei Investment Co., Ltd. | 37,285,981 | 45,904,686 | 50,116,592 | 50,060,918 |
Liaoning Tongfei General Aviation Co., Ltd. | 12,459,463 | 15,368,388 | 24,732,733 | 24,192,878 |
Xu Bai | - | - | - | - |
Jun Li | 5,169,893 | 798,537 | 852,160 | 852,160 |
Changgang Bai | 14,411,901 | 16,749,876 | - | - |
Beijing woze handing corporation management co., Ltd. | - | - | 3,831,476 | 3,831,476 |
Chaoshan Kitchen (Yueshan Kitchen) | - | - | 81,718 | 81,718 |
Donglizhi | - | - | 1,748,702 | 1,770,683 |
Gaoyuting | - | - | 8,735,766 | 8,735,766 |
Lishengbo | - | - | 1,579,229 | 1,977,703 |
Liaoning cangyuan investment co., Ltd. | - | - | 2,769,191 | 2,845,904 |
Liaoning hualang electronic equipment co., Ltd. | - | - | 592,750 | 615,733 |
Liaoning lide Wu trading co., Ltd. | - | - | 7,911,890 | 6,209,137 |
Liaoning Pacific ocean real estate company | - | - | 9,239,832 | 9,239,832 |
Liaoning Pacific chain network science and technology information co., Ltd. | - | - | 185,975 | 186,741 |
Liaoning Pacific ocean investment co., Ltd. | - | - | 45,274,817 | 44,012,130 |
Shenyang Baiji Real Estate Development Co., Ltd. (Shenbei Project) | - | - | 3,164,244 | 2,924,559 |
Shenyang hongjian aviation technology co., Ltd. | - | - | 288,094 | 355,286 |
Shenyang lidiwu corporation management co., Ltd. | - | - | 176,122 | - |
Shenyang Pacific ocean new world real estate real estate co., Ltd. | - | - | 10,160,465 | 10,228,052 |
Shenyang general aviation | - | - | 249,901 | 194,831 |
Shenyang xindini trading co., Ltd. | - | - | 257,475 | - |
Shenyang yuegangshan catering co., Ltd. | - | - | 321,055 | 434,926 |
Supplier: Liaoning Suisi Construction Engineering Group Co., Ltd. (Section 2) | - | - | 107 | 857,234 |
Shenyang ruibai hotel management co., Ltd. | - | - | 952 | 135,513 |
Panjin hechuang real estate marketing planning Co., Ltd. | - | - | - | 788,752 |
Seong Yeol Lee | - | - | - | 5,992 |
| 70,835,674 | 94,931,588 | 180,386,535 | 178,385,322 |
|
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Amount due to related parties | ||||
Shenyang Ruiyin Investment CO., Ltd. | 1,725,774 | - | 2,094,883 | 2,171,480 |
Liaoning United Airlines Shenyan Aircraft Co., Ltd. | 19,738,786 | 19,497,890 | 28,700,057 | 28,700,057 |
Xu Bai | 171,235 | 152,854 | 303,117 | 303,117 |
Changgang Bai | 3,591,241 | 4,150,648 | 5,102,064 | 4,915,088 |
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 | 383,148 |
Dalian sanxing building development co., Ltd. | - | - | 8,238,390 | 8,238,390 |
Northeast international auction co., Ltd. | - | - | 854,344 | 834,256 |
Guomei | - | - | 697,329 | 697,329 |
Langwan decoration engineering co., Ltd. | - | - | 20,082,623 | 20,070,689 |
Liaoning lide Wu trading co., Ltd. | - | - | 1,878,874 | - |
Liaoning tongfei general aviation club co., Ltd. | - | - | 21,456,268 | 21,456,268 |
Liaoning Yudong trading co., Ltd. | - | - | 49,959,793 | 49,958,129 |
Panjin guanghai property management co., Ltd. | - | - | 776,607 | 776,607 |
Shenyang cheng da Guo ao management company | - | - | 25,155,441 | 25,464,684 |
Shenyang Chunjiang real estate co., Ltd. | - | - | 3,242,812 | 3,242,812 |
Shenyang guanghai property management co., Ltd. | - | - | 3,935,344 | 3,920,631 |
Shenyang hui Xiang yi dong trading co., Ltd. | - | - | 34,138,249 | 34,138,249 |
Shenyang jinsheng housing development co., Ltd. | - | - | 25,554,778 | 25,628,523 |
Shenyang langwan decoration engineering co., Ltd. | - | - | 12,033,893 | 12,090,365 |
Shenyang lide Wu corporation management co., Ltd. | - | - | 8,584 | - |
Shenyang qinjian culture media co., Ltd. | - | - | 323,804 | 320,400 |
Shenyang xindini trading co., Ltd. | - | - | 3,639,872 | 3,382,397 |
Shenyang Heart Information Testing Center of China Medical University | - | - | 941,896 | 957,222 |
Shenyang China medical university medical equipment research and development center co., Ltd. | - | - | 1,770,377 | 1,770,377 |
Shenyang leitu floor material Co., Ltd. | - | - | - | 6,651 |
Anshan Guanghai Property Management Co., Ltd. | - | - | - | 36,608 |
Bai Liyan | - | - | - | 10,728,134 |
Panjin Pacific Real Estate Co., Ltd. | - | - | - | 3,699,266 |
| 45,580,796 | 59,985,614 | 262,159,710 | 263,890,877 |
13. Commitments and contingencies
Shenyang Guanghai Property Management Co., Ltd. sued Fuxin Bank Co., Ltd. for the Companyrent 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 net U.S. operating loss carry forwards on June 30, 2020 availableruled that Fuxin Bank will pay Shenyang Guanghai Property Management Co., Ltd. US$2,800,656; Fuxin Bank has appealed to offset future federal taxable income, if any,the Intermediate People's Court. In the second trial, Fuxin Bank changed Liaoning Pacific Industrial Co., Ltd. from the third party to the appellee. As of $781,219. Accordingly,March 31, 2021, the second trial had not been held.
Panjin Pacific Real Estate Co., Ltd. has one pending lawsuit, and the litigant is Liaoning Zhongda Engineering Cost Consulting Co., Ltd., with the lawsuit amount of US$ 15,326. As of March 31, 2021, there is no current tax expensefinal judgment yet.
Shenyang Haojingxiang Real Estate Co., Ltd. expects to pay for the nine months ended June 30, 2020purchase of the financial building (construction in progress) in 2021, and 2019.the estimated unpaid amount is US$15,325,905 (as the two parties have not signed a contract, the amount is estimated).
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14. Concentration of risk
The utilizationGroup'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 tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock.
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GRYPHON RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 6. Income Taxes (continued)PRC economy.
The effectsGroup'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 state income taxes were insignificant for the nine months ended June 30, 2020 and 2019.taxation, among other things.
The followingGroup 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 reconciliation between expected income tax benefitpayment application form together with suppliers' invoices, shipping documents and actual, using the applicable statutory income tax rate of 21% for the nine months ended June 30, 2020 and 2019, respectively:
|
| Nine months Ended |
| |||||
|
| June 30, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Income tax benefit at statutory rate |
| $ | 6,127 |
|
| $ | 6,358 |
|
Change in valuation allowance |
|
| (6,127) |
|
|
| (6,358) |
|
|
| $ | - |
|
| $ | - |
|
The fiscal years 2012 through 2019 remain open to examination by federal authorities and other jurisdictions in which the Company operates.
On December 22, 2017, the Tax Cuts and Jobs Act was enacted. This law substantially amended the Internal Revenue Code, including reducing the U.S. corporate tax rates. Upon enactment, the Company’s deferred tax asset and related valuation allowance decreased by $110,223 to $150,334. As the deferred tax asset is fully allowed for, this change in rates had no impact on the Company’s financial position or results of operations.
Note 7. Subsequent Eventssigned contracts.
On July 15, 202021, 2005, the ArticlesPRC government changed its decade-old policy of Incorporationpegging the value of the Company were amendedRMB to the US$. 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 the Group needs to convert US$ into RMB for capital 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 conversion. Conversely, if the Group decides to convert RMB into US$ for the purpose of making 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 RMB against the US$ may significantly reduce the US$ equivalent of the Group’s earnings or losses.
In addition, no single customer accounted for more than 10% of revenue for the years ended December 31, 2018, 2019 ,2020 and March 31, 2021.
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 development and evolution of the COVID-19 in China and globally still has great uncertainty in the State of Nevada to authorize
410,000,000 shares of capital stock,ofduration and severity, which 400,000,000 shares were designated as "Common Stock" with a par value of $0.01 per share,may further amplify and 10,000,000 shares were designated as "Preferred Stock" with a par value of $0.01 per share.”
The shareholders also approved a 10-1 reverse stock split and recapitalization and they approved a change of domicile fordelay the Corporation from Nevada to Wyoming. As a resultimpact on the recovery of the change in domicilereal estate industry. Given the Company changed its nameuncertainty about the situation, the Group currently cannot estimate the impact to Ameritrust Corporation. the 2021 financial performance and cash flows.
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ITEM 2. MANAGEMENTS’3. MANAGEMENT'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.
Overview
The following discussion and analysis of our financial condition and results of operations ('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.
Organizational History.Three Months Ended March 31, 2021 and 2020
Gryphon Resources, Inc. (“Gryphon”, “We”, or the “Company”) was incorporated in the StateWe generated revenues of Nevada on January 16, 2006 under the name Gryphon Oil & Gas, Inc. On March 22, 2007, our name was changed to Gryphon Resources, Inc. to more accurately reflect the nature$6,102,395 from sales of our operations. At the time of the filing of our initial registration statement on Form SB-2 with the Securities & Exchange Commission (the “SEC” or “Commission”) on or about April 25, 2007 our primary business focus was acquiring and exploring properties for the existence of commercially viable deposits of gold in Canada. On April 28, 2008 we incorporated a Turkish company named APM Madencilik Sanayi Ve Ticaret Limited Sirketi. (“APM”) as a 99% owned subsidiary. Thereafter, In July 2010, we re-focused our operations and began mineral exploration in Arizona, USA and on September 27, 2010, sold our entire shareholdings in APM to an unrelated third party and ceased all operations in Turkey. Thereafter focused on mineral exploration and continued exploring for gold, silver and copper-porphyry; and lithium on two different properties in the State of Arizona, USA. Following the filing of our Information Statement on May 15, 2009 with the Commission on DEF Schedule 14C, on May 26, 2009 we amended or Articles of Incorporation to increase our common stock from 100 million shares to 400 million shares, $0.001 par value, authorized for issuance. On May 3, 2012 prior management filed a termination of our registration statement on Form 15-12G pursuant to Rule 12g-4(a)1 and our termination went effective 90 days later on August 1, 2012 then on May 4, 2012 the Company was dissolved at the Nevada Secretary of State’s office and on August 28, 2018, its corporate charter was reinstated.
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On February 21, 2018, one of the Company’s shareholders made a motion and application to be appointed as custodian of the Company based on prior management abandoning its responsibilities to continue making filings at the Nevada Secretary of State’s office and for failing to hold a shareholders’ meeting in over 6 years otherwise keep current in its obligations to the Company. Upon motion and application to the District Court, Clark County Nevada, the Court granted the shareholder’s request and the shareholder was appointed as custodian for the Company (“Custodian”). As Custodian of the Company, the shareholder was ordered to file an amendment to the Company’s articles of incorporation which was filed in conformity with N.R.S. 78.347(4) and the shareholder was ordered to have the Company’s charter reinstated in Nevada, to notice and hold a shareholder meeting; to provide a report to the Court of the actions taken at the shareholder meeting; to identify and name a new registered agent in the State of Nevada; to reinstate the Company in the State of Nevada and the Custodian is complying with the Court Order and will be filing a motion for termination of the Custodian which will be followed by an Order from the Court terminating the Custodian and acknowledging that the Custodian has complied with all of the requirements listed by the Court in its Order for Appointment. The Custodian was given the power and authority to take any action it deemed reasonable and for the benefit of the Company and its shareholders. A Copy of the Order Appointing the Custodian was furnished with the Registration Statement as Exhibit 99.1 filed on July 5, 2019. The Company has since been seeking a merger target and has been evaluating various opportunities.
On March 25, 2020, as a result of a private transaction, the control block of voting stock of Gryphon Resources, Inc. (the “Company”) represented by 142,500,000 shares of common stock [“Shares”] which is an ownership interest of approximately 53% has been transferred from Tourmeline Ventures, LLC [“Seller”] to Mr. Seong Y. Lee [“The Purchaser”]. The consideration for the shares was $0.0028 per share. The source of cash consideration for the shares was personal funds of the Purchaser. The officers and directors of the Company did not change.
On April 15, 2020 the Board of Directors of Gryphon Resources, Inc. in accordance with the terms of that certain stock purchase agreement dated March 6, 2020 elected to increase the number of directors on its Board from one (1) to two (2). In addition, the Board voted to elect Mr. Seong Yeol Lee, the current majority owner of the Company’s outstanding shares of common stock, director and Chief Executive Officer to fill the created position.
The Company’s year-end is September 30.
Our Business
The Company is being reorganized to operate in the real estate industry.
Employees
As of the date of this Form 10Q, June 30, 2020, we have no employees.
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RESULTS OF OPERATIONS
Three months Ended June 30, 2020 and June 30, 2019
The professional fees were $53,015 and $1,362, induring the three months ended June 30, 2020 and June 30, 2019, respectively. This was dueMarch 31, 2021, compared to an increase in legal fees from business operations in 2020. General & Administrative expenses were $1,828 and $4152,407,543 for the three months ended June 30, 2020 and June 30, 2019, respectively.
The interest expenseMarch 31, 2020. This is due to the fact that the sales of new real estate increased the sales revenue in 2021. For similar reasons, real estate rental income for the period ended March 31, 2021 was $0 and $202,$850,224, while there was no real estate rental income for the corresponding period in 2020. Costs associated with real estate sales were $3,064,735 during the three months ended June 30, 2020 and June 30, 2019, respectively.
There was no interest expenseMarch 31, 2021, compared to 1,653,289 for three months ended June 30, 2020. In previous periods, we received funding from a legal custodian of the company. The notes had an annual interest rate of 10% and were payable upon demand. During the quarter ended June 30, 2020, this debt was forgiven during the Change of Control in a signed agreement. As of June 30, 2020 there is $0 in principal and $0 in accrued interest in promissory notes.
The interest expense for three months ended June 30, 2019 was related to accrued interest on promissory notes. In the three months ended June 30, 2019, we received funding from a legal custodian ofMarch 31, 2020.
General and administrative expenses for the company.three months ended March 31, 2021 were $777,919, compared to $592,596 during the corresponding period in 2020. This increase is due to significantly increased activity. Interest expense for the three months ended March 31, 2021 was $3,699,628, compared to $2,609,852 for the three months ended March 31, 2020. The notes had an annual rate of 10% and were payable upon demand.As of the current date, these notes have been forgiven.increased interest expense related to properties acquired during 2021.
Nine monthsSix Months Ended June 30,March 31, 2021 and 2020 and June 30, 2019
The professional fees were $56,887 and $13,369, inWe generated revenues of $22,334,093 from sales of real estate during the ninesix months ended June 30, 2020 and June 30, 2019, respectively. This was due to anincrease in legal fees from business operations in 2020. General & Administrative expenses were $3,380 and $1,499March 31, 2021, compared to3,281,037 for the ninesix months ended June 30, 2020 and June 30, 2019, respectively.
The interest expense was $898 and $15,408, in the nine months ended June 30, 2020 and June 30, 2019, respectively.
The interest expense for nine months ended June 30, 2020of $898 was related to accrued interest on promissory notes. In the nine months ended June 30, 2020 we received funding from a legal custodian of the company. The notes had an annual rate of 10% and were payable upon demand. During the quarter ended June 30, 2020, this debt was forgiven during the Change of Control in a signed agreement. As of June 30, 2020 there is $0 in principal and $0 in accrued interest in promissory notes.
The interest expense of $15,408 for the nine months ended June 30, 2019, was primarily related to a $15,000 beneficial conversion feature for convertible notes payable that the Company issued and accrued interest on the notes. The remaining amount of $408 was accrued interest on promissory notes to a legal custodian of the company. In the nine months ended June 30, 2019 we received funding from issuing $15,000, in convertible notes payable to a legal custodian of the company. The notes had an annual rate of 10% and were convertible to common shares of the Company at $0.0001 per share. For the year ended September 30, 2019 in connection with the above notes, the Company recognized a beneficial conversion feature of $15,000, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance. This beneficial conversion feature was accreted to interest expense during the year ended September 30, 2019. As of the current date, these notes have been converted.
Net cash used in operating activities was $13,902 for the nine months ended June 30, 2020, compared to net cash used in operating activities of $27,148 for the previous nine months ended June 30, 2019. Based on our current level of expenditures, additional funding is required to cover our operations for at least the next twelve months.
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Liquidity and Capital Resources
As of the nine months ended June 30, 2020, we had an accumulated deficit of $781,219 and cash and cash equivalents of $0.
As of the previous year ended September 30, 2019, we had an accumulated deficit of $752,042 and cash and cash equivalents of $0.
From September 2018 – June 2020, the Company incurred a related party payable in the amount of $7,000 to an entity related to the legal custodian of the Company for professional fees. On March 31, 2019, $4,000 of this balance was converted into a promissory note payable, bearing interest at an annual rate of 10% and On June 12, 2020, $3,000 was converted into a promissory note payable, non-interest bearing. As of June 30, 2020, this debt was forgiven during the Change of Control and $0 remains outstanding in principal and interest.
On September 30, 2018 the Company issued $5,955 in convertible note payable to an entity related to the legal custodian of the Company.2020. This note bears interest at an annual rate of 10% and is convertible to common shares of the Company at $0.0001 per share. In connection with the above note, the Company recognized a beneficial conversion feature of $5,955, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance. This beneficial conversion feature was accreted to interest expense during the year ended September 30, 2018. As of September 30, 2019, this note has been converted and $0 of the principal balance and $0 accrued interest is outstanding on the note payable.
In December 2018, the Company issued $5,000 in convertible notes payable to an entity related to the legal custodian of the Company. This note bore interest at an annual rate of 10% and was convertible to common shares of the Company at $0.0001 per share. In connection with the above note, the Company recognized a beneficial conversion feature of $5,000, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance. This beneficial conversion feature was accreted to interest expense during the year ended September 30, 2019. As of September 30, 2019 this note has been converted and $0 of the principal balance and $0 accrued interest is outstanding on the note payable
In January 2019, the Company issued a $10,000 convertible note payable to an entity related to the legal custodian of the Company. This note bore interest at an annual rate of 10% and was convertible to common shares of the Company at $0.0001 per share. In connection with the above note, t he Company recognized a beneficial conversion feature of $10,000, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance. This beneficial conversion feature was accreted to interest expense during the year ended September 30, 2019. As of September 30, 2019 this note has been converted and $0 is outstanding in principal and accrued interest.
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In January 2019, 150,000,000 million shares were issued in exchange for the cancellation of debt, $21,161 in convertible notes payable and accrued interest to an entity related to the legal custodian of the Company.
In March 2019, the Company issued a $4,000 promissory note payable and a $2,794 promissory note payable to entities related to the legal custodian of the Company, at an annual rate of 10% and were payable on demand. As of June 30, 2020, this debt was forgiven during the change of control and $0 remains outstanding in principal and interest.
In June 2019, the Company issued a $5,000 promissory note payable and a $354 promissory note payable to entities related to the legal custodian of the Company, at an annual rate of 10% and were payable on demand. As of June 30, 2020, this debt was forgiven during the change of control and $0 remains outstanding in principal or interest.
In July 2019, the Company issued a $2,150 promissory note payable to entities related to the legal custodian of the Company. This note bore interest at an annual rate of 10% and was payable on demand. As of June 30, 2020, this debt was forgiven during the change of control and $0 remains outstanding, in principal and interest.
In September 2019, the Company issued a $3,500 promissory note payable to entities related to the legal custodian of the Company. This note was non- interest bearing and was payable on demand. As of June 30, 2020, this debt was forgiven during the change of control and $0 remains outstanding in principal or interest.
In December 2019, the Company issued a $7,247 promissory note payable to entities related to the legal custodian of the Company. This note bore interest at an annual rate of 10% and it was payable on demand. As of June 30, 2020, this debt was forgiven during the change of controland $0 remains outstanding in principal or interest.
As of the nine months ended June 30, 2020, the Company had Forgiveness of Debt in the amount of $31,988 during the Change of Control The debt was owed due to the legal custodian of the Company and was forgiven in a signed agreement. As of June 30, 2020, the Company has $0 in promissory notes payable and $0 in interest payable to a legal custodian of the company.
In April - June 2020, an officer and related party, paid the Company’s Legal fees and fees to the Stock Transfer Agent in the amount of $53,115. This amount is due to the related party asfact that the sales of June 30,new real estate increased the sales revenue in 2021. For similar reasons, real estate rental income for the period ended March 31, 2021 was $2,271,349, while there was no real estate rental income for the corresponding period in 2020. Costs associated with real estate sales were $2,281,162 during the six months ended March 31, 2021, compared to 1,707,885 for the six months ended March 31, 2020.
General and administrative expenses for the six months ended March 31, 2021 were $1,963,283, compared to $1,893,143 during the corresponding period in 2020. This debtincrease is non-interest bearing.
Other Contractual Obligations
As ofdue to significantly increased activity. Interest expense for the ninesix months ended June 30, 2020, we do not have any contractual obligations other thanMarch 31, 2021 was $6,693,661, compared to $7,159,030 for the $53,115 payable to an officer andsix months ended March 31, 2020. The reduced interest expense in 2021 is related party of the company. This debt is non-interest bearing.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Recently Issued Accounting Pronouncements
We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to the Company, we have not identified any standards that we believe merit further discussion. We do not expect the adoptionrepayment of any recently issued accounting pronouncements to have a significant impact on our financial position, results of operations, or cash flows. loans in 2020.
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Going ConcernLiquidity and Capital Resources
We have not attained profitable operationsIn assessing its liquidity, management monitors and are dependent uponanalyzes the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.
Our ability to continue as a going concern is dependent upon ourCompany's cash on-hand, its ability to generate sufficient revenue sources in the future, profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.
its operating and capital expenditure commitments. The Company, as of the date of this filing, had zeroapproximately $8,743,735 in unrestricted available cash, and haswhich can be used to finance operations over the next 12 months. However, the Company had not earnedgenerated any revenues from operations to date. Induring the previous two fiscal yearssix months ended September 30, 2019 and September 30, 2018March 31, 2021, other than revenues from the sale of real estate properties. For the six months ended March 31, 2021, our total expenses were $20,409 and $25,094 respectively,$6,417,562, consisting primarily of professionalcosts of rental real estate, taxes, legal and accounting fees, administrative expenses and filing fees. InNet cash provided by operating activities was $660,430,895 for the ninesix months ended June 30, 2020, our expenses were $29,177 consisting primarilyMarch 31, 2021, compared to net cash used in operating activities of professional fees,administrative expenses and filing fees. The ongoing expenses$ 611,458,143during the corresponding period of the Company will be related to our reorganization as well as mandatory filing requirements, including our reporting requirements under the Securities Exchange Act of 1934.
The Company continues to rely on borrowings and financings either arranged by the Company’s President or through entities controlled by the President. In the next 12 months we expect to incur expenses equal to approximately $20,000 related to legal, accounting, audit, and other professional service fees.2020.
The effects of Covid -19COVID-19 could impact ourthe Company's ability to operate under theas a going concern and maintain sufficient liquidity to continue operations.operations. The impact of COVID-19 on companies is evolving rapidly and its future effects are uncertain. There are material uncertainties from Covid-19 that cast significant doubt on the company’s ability to operate as a going concern. It is highly likely that our company will have issues relating to the current situation that need to be considered by management.COVID-19. There will beare a wide range of factors to take into account,consider, including travel bans, restrictions on activity, government assistance and potential sources of replacement financing, financial health of suppliersvendors 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.
-18-At March 31, 2021, we had an accumulated deficit of $14,812,420 and cash and cash equivalents (other than restricted cash) of $8,743,735. At March 31, 2020 we had an accumulated deficit of $28,271,348 and cash and cash equivalents (other than restricted cash) of $ 1,217,845.
COVID-19 Pandemic Update
The ongoing outbreak of Coronavirus (COVID-19) has caused significant disruptions to national and global economies and government activities.
ITEM 3.4. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Smaller
As a "smaller reporting companies arecompany," the Company is not required to provide the information required byrespond to this item.
ITEM 4.5. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2020.
Our management with the participation of our principal executive officer, and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer, and principal financial officer has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive officer and our principal accounting officer and principal financial officer), as appropriate, to allow timely decisions regarding required disclosure due to the following reasons:
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Evaluation of Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (asreporting; as such term is defined in Rules 13a-15(f) and 15d-15(f) underof the Exchange Act). InternalAct.
Our internal control over financial reporting is a processsystem was designed by, or under the supervision of, our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our Company are being made only in accordance with authorizations of management and directors of our Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements.generally accepted accounting principles. Because of its inherent limitations, a system of internal control over financial reporting may not provide absolute assurance that a misstatementprevent or detect misstatements. Also, projections of our financial statements would be prevented or detected.
Further, theany evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness into future periods isare subject to the risksrisk that controls may become inadequate because of changesdue to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our Management has conducted, with the participation ofmanagement, including our principal executive officer and principal financialaccounting officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2020 in accordance withusing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")(COSO) in Internal Control — IntegratedControl-Integrated Framework.
Based on this assessment,our evaluation, our management concluded that as of June 30, 2020 and the date of this filing,there is a material weakness in our Company’s 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 effective based on present Company activity. Our Company isbe able to identify errors and irregularities in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over Company activitiesfinancial reporting package before its release as well as more stringent accounting policies to track and update our financial reporting.a continuous disclosure
Changes in Internal ControlsControl Over Financial Reporting
There werehave been no changes in our internal controlcontrols over financial reporting identified(as defined in connection with our evaluationRules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of these controls1934 and as a result of adopting Topic 842) during the end of our last fiscal quarter as covered by this report on June 30, 2020three months ended March 31, 2021 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls-35-
The Company's management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error or all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
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PART II –- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On February 21, 2018, one of the Company’s shareholders made a motion and application to be appointed as custodian of the Company based on prior management abandoning its responsibilities to continue making filings at the Nevada Secretary of State’s office and for failing to hold a shareholders’ meeting in over 6 years and otherwise failing to keep current in its obligations to the Company. Upon motion and application to the District Court, Clark County Nevada, the Court granted the shareholder’s request and the shareholder was appointed as custodian for the Company (“Custodian”). As Custodian of the Company, the shareholder was ordered to file an amendment to the Company’s articles of incorporation which was filed in conformity with N.R.S. 78.347(4) and the shareholder was ordered to have the Company’s charter reinstated in Nevada, to notice and hold a shareholder meeting; to provide a report to the Court of the actions taken at the shareholder meeting; to identify and name a new registered agent in the State of Nevada; to reinstate the Company in the State of Nevada; and the Custodian. In addition to the aforementioned items set forth in the Order Appointing the Custodian, the Custodian was given the power and authority to take any action it deemed reasonable and for the benefit of the Company and its shareholders. The Custodian is now in the process of meeting all of the requirements set forth in the Court Order and filing a motion to terminate its services. Upon granting the motion, the Court will issue an Order acknowledging that the Custodian has performed all of the duties that had been required of it and the management of the Company will revert exclusively to the officers and directors appointed by the Custodian. A Copy of the Order Appointing the Custodian was furnished with the Registration Statement filed on July 5, 2019None.
There were no other legal proceedings threatened or otherwise.
ITEM 1A. RISK FACTORS
Not applicableSince 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 smaller reporting companies.contain COVID-19, which adversely affected the real estate industry where the Company operates. We currently believe our fourth quarter results of operations will be negatively impacted by these developments. The development 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 recovery of the real estate industry. Given the uncertainty about the situation, the Company currently cannot estimate the impact to the 2021financial performance and cash flows.
ITEM 2. UNREGISTERED SALES OF EQUI TYEQUITY SECURITIES AND USE OF PROCEEDS
During the Company’s previous 2018 fiscal year ending September 30th, the Company had no sales of unregistered securities.None.
In January, 2019 the Company issued 150,000,000 shares of common stock in connection with the conversion of 3 convertible notes payable to Tourmeline Ventures, Inc., a company owned by the then CEO. The convertible notes bore simple interest at a rate of 10% per annum. As of the date that the notes were converted they represented $20,955 in principal such that together with interest of $206 the total purchase price for the aforementioned shares was $21,161. Accordingly, the total consideration paid for the 150 million shares on conversion was $21,161 or $0.00141 per share. The shares were issued under exemptions from registration based on Section 4(2) of the Securities Act of 1933. In addition, Tourmeline Ventures, Inc. advanced additional funds required by the Custodian for additional expenses of the Company as part of the expenses of the custodianship. These funds were advanced under four promissory notes that bore simple interest at 10% per annum and totaled $12,418.31.
On March 25, 2020, as a result of a private transaction, the control block of voting stock of Gryphon Resources, Inc. (the “Company”) represented by 142,500,000 shares of common stock [“Shares”] which is an ownership interest of approximately 53% wastransferred from Tourmeline Ventures, LLC [“Seller”] to Mr. Seong Y. Lee [“The Purchaser”]. The consideration for the shares was $0.0028 per share. The source of cash consideration for the shares was the personal funds of the Purchaser.
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Note that due to the price differential between the conversion price on certain notes and the most recent market prices, the Company’s auditor required it to take one-time non-cash charges deemed “beneficial conversions” despite the fact that no conversions had taken place. This is simply an accounting convention designed to capture the expense to a Company for issuing shares below deemed market value, notwithstanding the fact that there was an extremely limited market for the Company’s common stock when the convertible notes were entered into.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFTEYSAFETY DISCLOSURES
N/A
None.
ITEM 5. OTHER INFORMAION
None. INFORMATION
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ITEM 6. EXHIBITS
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Filed herewith.* |
-23-SIGNATURE
SIGNATURES
Pursuant to the requirements ofIn accordance with Section 13 orof 15(d) of the Securities Exchange Act, of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, there untothereunto duly authorized.
| Ameritrust Corporation | |
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| By: | /s/Seong Y. Lee |
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(Principal Executive |
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Exhibit 31.1
AMENDED CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Seong Y. Lee , certify that:
1. I have reviewed this amended quarterly report on Form 10-Q of Ameritrust Corporation (the “registrant”"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: | /s/Seong Y. Lee | ||
| Seong Y. Lee | ||
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Exhibit 31.2
AMENDED CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Anthony Lombardo,Seong Y. Lee , certify that:
1. I have reviewed this amended quarterly report on Form 10-Q of Ameritrust Corporation (the “registrant”"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: | /s/ | ||
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Exhibit 32.1
AMENDED CERTIFICATION PURSUANT TO 18 U.S.C. 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amended Quarterly Report of Gryphon Resources, Inc.Ameritrust Corporation (the “Company”"Company") on Form 10-Q for the nine monthsperiod ended June 30, 2020,March 31, 2021, as filed with the Securities and Exchange Commission on August 10, 2020the date hereof (the “Report”"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: | /s/Seong Y. Lee |
| Seong Y. Lee |
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Exhibit 32.2
AMENDED CERTIFICATION PURSUANT TO 18 U.S.C. 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amended Quarterly Report of Ameritrust Corporation (the “Company”"Company") on Form 10-Q for the nine monthsperiod ended June 30, 2020,March 31, 2021, as filed with the Securities and Exchange Commission on August 10, 2020the date hereof (the “Report”"Report"), I, Anthony Lombardo,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: | /s/ |
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Acting Chief Financial Officer |
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