Each one in plain English, with the numbers worked through for a shareholder.
11 July 2024auditor change● Neutral
Effective June 28, 2024 the company engaged Boladale Lawal & Co. as its new auditor, resolving the search opened when BF Borgers was dismissed on May 11, 2024. The filing says there were no prior consultations with the new firm and no disagreements or reportable events, and that the company has no audit committee. The filing refers to fiscal years ended December 31, 2022 and 2021, which differs from the September 30 year-end given in earlier filings; the filing does not explain this.
On May 11, 2024 the company dismissed BF Borgers, its auditor since December 2021, after the SEC on May 3, 2024 permanently barred BF Borgers and its sole audit partner from practicing before the Commission. BF Borgers' reports for fiscal years ended September 30, 2023 and 2022 had no adverse opinion or disclaimer and no modification, and there were no disagreements. The company is looking for a new auditor; the filing does not say whether the 2022 and 2023 financial statements will need to be re-audited (open question).
On August 8, 2022 Guskin Gold signed a service agreement with Terranet Limited, an Accra-based firm, to run an induced polarization survey (about 16.8 line km) and a ground magnetic survey (about 40 line km) over the Kukuom 'Open Pit' prospect, covering an estimated 1.6 sq km. The company will pay $36,700, with 50% due before the survey starts; fieldwork was to begin mid-August and take about 6 weeks, followed by analysis. This is the first exploration work described on the Kukuom property since the June 2021 AEMG venture; the filing does not give results or say how the cost will be funded.
14 July 2022material agreement termination● NeutralMajor
Integrity Media resigned on June 30, 2022, and the company accepted, ending the investor relations agreement signed a month earlier. The company also said it is aware of promotions by parties not associated with it and warned investors not to rely on them. Separately, it announced the opening of the Tepa Gold Mine in Ghana, with two excavators and a twin sluice starting alluvial gold production. Guskin Gold Ghana is described as the exclusive operator with a 70% interest in the concession, which follows from the February 2022 Ensuro agreement. The filing gives no production figures.
Effective June 1, 2022, the company hired Integrity Media, Inc. for investor relations services. Payment was 45,000 restricted shares plus $4,000 a month for three months and $5,000 a month for the next three.
The company reported share cancellations and transfers effective March 30, 2022, under settlements signed October 21, 2021. A consultant, Akwasi Bonsu, returned 2,250,000 of the 3,250,000 shares he received in May 2020. Edward Somuah resigned as director, CFO and Secretary, his affiliate U Green Enterprises returned 956,440 shares, and 11,000,000 Somuah-linked shares were assigned to CEO Naana Asante. After these changes, 47,994,825 shares were outstanding, and Asante holds 26,000,000 (54.17%). The filing lists no other officer or director holding shares. This updates the share count and leadership, since Somuah had stayed on the board after the 2020 merger.
On February 7, 2022 Guskin Gold, through its Ghana subsidiary, signed a joint venture with Ensuro Group of Companies Limited for the Tepa Concession, a 50-acre alluvial gold property in Ghana's Ashanti Region, giving it an exclusive 70% ownership interest. The company must fund all work under an approved program and budget, and pay a 300,000 Ghana cedi access fee that is treated as a loan to be repaid from early proceeds. This is a second Ghana project alongside the June 2021 AEMG venture. The filing text refers to the partner as 'DCL' in places, which appears to be a drafting error (inference).
On December 9, 2021 the board appointed BF Borgers CPA, PC as the new auditor, effective immediately. This resolves the auditor search opened by Liggett & Webb's resignation two weeks earlier. The filing says there were no consultations with BF Borgers beforehand and no disagreements or reportable events.
The company's auditor, Liggett & Webb, P.A., resigned on November 30, 2021, before the 10-K for the year ended September 30, 2021 was filed. The filing says there were no disagreements and no reportable events. Its earlier report on the period from May 28, 2020 (inception) to September 30, 2020 included a going-concern doubt paragraph. The company is looking for a new auditor.
Guskin Gold signed a joint venture agreement (dated June 1, 2021, ratified June 10) with Africa Exploration & Minerals Group Limited (AEMG) for gold exploration in Ghana, with an option to earn up to 50% of AEMG's interests there. The first project is about 1 square km (247 acres) of the Shewn Edged Pink Concession, run through a new Ghana subsidiary, Guskin Gold Ghana #1 Limited. This gives the Ghana plan its first named property. The company will advance $500,000 as a debt owed back by the partnership and issue 2,000,000 restricted shares valued at $0.25 each as milestones are met. A 45-day due diligence period applies, after which the Operating Agreement closes automatically unless either side gives written notice not to proceed.
The Guskin Gold share exchange closed on September 22, 2020: the company issued 28,200,000 restricted shares for 100% of GGC, making GGC a wholly owned subsidiary, which resolves the pending deal from earlier in September. The filing says the company is no longer a shell company, and that holders of a majority of its shares approved changing the name from Inspired Builders to Guskin Gold Corporation and the ticker from ISRB to GUSK (or GGCO or GKIN if unavailable). Edward Somuah resigned as CEO but stays on the board, and Naana Asante was appointed CEO and a director. The filing text was truncated, so further business details are not captured here.
On September 3, 2020 Inspired Builders signed a share exchange agreement to acquire all of Guskin Gold Corp. (GGC), which plans to look for gold properties and explore small-scale gold mining in Ghana, in return for 28,200,000 new restricted shares, about 96.54% of the company after closing. Closing was conditional on shareholder approval and an audit of GGC, targeted by September 30, 2020. The company's address is now in Ghana and Edward Somuah signs as CEO.
On December 18, 2017 the company issued 90,000,000 shares to JJL Capital Management, LLC, owned by Scott Silverman, the sole officer and director, for services he provided. It also raised authorized common shares from 50,000,000 to 250,000,000. Existing shareholders were diluted by the new shares. Scott Silverman now runs the company, with a Miami address; the filing does not mention the earlier real estate projects.
The board decided on January 8, 2014 that the quarter ended June 30, 2013 financials should be restated and should no longer be relied on. The Duval County land bought for $1,350,000 should be carried at its historical cost (below that price), with the excess treated as a return of capital, which lowers reported assets as of June 30, 2013 but does not change net loss or cash flows. The filing describes the seller as a related party, whereas the June 2013 filing said only 'a third party'. An amended 10-Q is expected.
This amendment to the January 8 auditor-change filing adds that Donahue's earlier audit reports dated January 2011 and January 2012 also contained going-concern doubt, and that none had an adverse opinion. The change of auditor from Donahue to Liggett, Vogt & Webb is unchanged.
Auditor Donahue Associates LLC resigned on December 31, 2013, and the board appointed Liggett, Vogt & Webb, P.A. as the new auditor. Donahue's reports for the years it served reported no disagreements, but they all raised substantial doubt about the company's ability to continue as a going concern.
On December 26, 2013 the company agreed to buy a 60% controlling interest in nine parcels totalling 9.705 acres in Lake County, Florida, and formed a joint venture with Direct Property Holdings LLC to build a 32,000 sq ft shopping center plus nine building pads. The company is responsible for arranging construction financing and managing development; the partner says it has contributed about $4.8 million of equity, and management believes the final value could be about $20.5 million, with no assurance it will be reached. This continues the real estate strategy begun in 2013; the REIT resolution is repeated.
On June 24, 2013 Inspired Builders agreed to buy undeveloped land in Duval County, Florida for $1,350,000, paying with a 3% $750,000 note due June 15, 2014 and 100,000 shares valued at $6.00 each ($600,000). It also reached an agreement in principle with NORe Capital to buy a $19,000,000 note secured on a Los Angeles hotel property, to be paid with 2,000,000 shares and a 2% $7,000,000 note due June 30, 2020, but this depends on the company receiving the first $1,100,000 of loan proceeds from a third party. The board also resolved that the company would be treated as a real estate investment trust (REIT) for 2013. The filing does not mention the earlier TRIG letter of intent.
The company, then named Inspired Builders, Inc. (the later Guskin Gold Corp.), signed a non-binding letter of intent on October 13, 2011 with TRIG Special Purpose I, LLC to negotiate a deal to sell up to 10,000,000 new shares to TRIG or its designees. If completed, those shares would be about 90% of the company's stock, so existing shareholders would be heavily diluted. A definitive agreement had not yet been signed.
