Certain information included herein contains forward-looking statements that
involve risks and uncertainties within the meaning of Sections 27A of the
Securities Act, as amended; Section 21E of the Securities Exchange Act of 1934.
These sections provide that the safe harbor for forward looking statements does
not apply to statements made in initial public offerings. The words, such as
"may," "would," "could," "anticipate," "estimate," "plans," "potential,"
"projects," "continuing," "ongoing," "expects," "believe," "intend" and similar
expressions and variations thereof are intended to identify forward-looking
statements. These statements appear in a number of places in this Form 10 - Q
and include all statements that are not statements of historical fact regarding
intent, belief or current expectations of the Company, our directors or our
officers, with respect to, among other things: (i) our liquidity and capital
resources; (ii) our financing opportunities and plans; (iii) continued
development of business opportunities; (iv) market and other trends affecting
our future financial condition; (v) our growth and operating strategy. Investors
and prospective investors are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and uncertainties,
and that actual results may differ materially from those projected in the
forward-looking statements as a result of various factors. The factors that
might cause such differences include, among others, the following: (i) we have
incurred significant losses since our inception; (ii) any material inability to
successfully develop our business plans; (iii) any adverse effect or limitations
caused by government regulations; (iv) any adverse effect on our ability to
obtain acceptable financing; (v) competitive factors; and (vi) other risks
including those identified in our other filings with the Securities and Exchange
Commission.
Overview
Organizational History.
Gryphon Resources, Inc. ("Gryphon", "We", or the "Company") was incorporated in
the State 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 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. 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.
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The Company's year-end is September 30, 2019.
Our Business
The Company is currently operating in the real estate and financial services
industries.
Employees
As of the date of this Form 10Q, March 31, 2020, we have no employees.
RESULTS OF OPERATIONS
Three months Ended March 31, 2020 and March 31, 2019
The professional fees were $1,517 and $11,125, in the three months ended March
31, 2020 and March 31, 2019, respectively. This was due to an decrease in
business operations in 2020. General & Administrative expenses were $410 and
$1,083 for the three months ended March 31, 2020 and March 31, 2019,
respectively.
The interest expense was $537 and $10,000, in the three months ended March 31,
2020 and March 31, 2019, respectively.
The interest expense for three months ended March 31, 2020 was related to
accrued interest on promissory notes. In the three months ended March 31, 2020
we received funding from issuing $7,247, in notes payable to a legal custodian
of the company. This note bear interest at an annual rate of 10% and is payable
upon demand. As of March 31, 2019 there is $25,045 in principal and $1,447 in
accrued interest in promissory notes.
The interest expense of $10,000 for the three months ended March 31, 2019, was
related to a $10,000 beneficial conversion feature for convertible notes payable
that the Company issued and accrued interest on the notes. In the three months
ended March 31, 2019 we received funding from issuing $10,000, 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, this note has
been converted.
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Six months Ended March 31, 2020 and March 31, 2019
The professional fees were $3,872 and $12,008, in the six months ended March 31,
2020 and March 31, 2019, respectively. This was due to a decrease in business
operations in 2020. General & Administrative expenses were $1,552 and $1,083 for
the six months ended March 31, 2020 and March 31, 2019, respectively.
The interest expense was $898 and $15,206, in the six months ended March 31,
2020 and March 31, 2019, respectively.
The interest expense for six months ended March 31, 2020 was related to accrued
interest on promissory notes. In the six months ended March 31, 2020 we received
funding from issuing $7,247, in a note payable to a legal custodian of the
company. This note bears interest at an annual rate of 10% and is payable upon
demand. As of March 31, 2019 there is $25,045 in principal and $1,447 in accrued
interest in promissory notes.
The interest expense of $15,206 for the six months ended March 31, 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 $206 was accrued interest on promissory notes to a legal
custodian of the company. In the six months ended March 31, 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 $7,247 for the six months ended March
31, 2020, compared to net cash used in operating activities of $21,794 for the
previous six months ended March 31, 2019. Based on our current level of
expenditures, additional funding is required to cover our operations for at
least the next twelve months. The company is in the process of attempting to
identify, locate, and if warranted, acquire new commercial opportunities
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Liquidity and Capital Resources
As of the six months ended March 31, 2020, we had an accumulated deficit of
$758,364 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.
In September 2018 - March 31, 2020, the Company incurred a related party payable
in the amount of $6,000 to an entity related to the legal custodian of the
Company for professional fees. As of March 31, 2020, $4,000 of this balance was
converted into a promissory note payable, bearing interest at an annual rate of
10% and $2,000 remains outstanding.
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 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 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 $5,000, 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 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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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.
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. These notes bear interest at an annual rate of 10% and are payable on
demand.
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. These notes bear interest at an annual rate of 10% and are payable on
demand.
In July 2019, the Company issued a $2,150 promissory note payable to entities
related to the legal custodian of the Company. This note bears interest at an
annual rate of 10% and is payable on demand.
In September 2019, the Company issued a $3,500 promissory note payable related
to the legal custodian of the Company. This note is non- interest bearing and
are payable on demand.
In December 2019, the Company issued a $7,247 promissory note payable related to
the legal custodian of the Company. This note bears interest at an annual rate
of 10% and is payable on demand.
As of the six months ended March 31, 2020, the Company has $25,045 in promissory
notes payable to a legal custodian of the company and related accrued interest
on these notes of $1,447.
Other Contractual Obligations
As of the six months ended March 31, 2020, we do not have any contractual
obligations other than the $25,045 in promissory notes payable to a legal
custodian of the company and related accrued interest on these notes of $1,447.
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 adoption of any recently issued
accounting pronouncements to have a significant impact on our financial
position, results of operations, or cash flows.
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Going Concern
We have not attained profitable operations and are dependent upon the continued
financial support from our shareholders, the ability to raise equity or debt
financing, and the attainment of profitable operations from our future business.
These factors raise substantial doubt regarding our ability to continue as a
going concern .
Our ability to continue as a going concern is dependent upon our ability to
generate future profitable operations and/or to obtain the necessary financing
to meet our obligations and repay our liabilities arising from normal business
operations when they come due.
The Company, as of the date of this filing had approximately $0 in cash and has
not earned any revenues from operations to date. In the previous two fiscal
years ended September 30, 2019 and September 30, 2018 our expenses were $20,409
and $25,094 respectively, consisting primarily of professional fees,
administrative expenses and filing fees. In the six months ended March 31, 2020,
our expenses were $3,858, consisting primarily of professional fees,
administrative expenses and filing fees. The ongoing expenses of the Company
will be related to seeking out a suitable acquisition as well as mandatory
filing requirements including our reporting requirements under the Securities
Exchange Act of 1934 upon effectiveness of this registration statement.
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
incurred in relation to the Company's Exchange Act filing requirements.
The effects of Covid -19 could impact our ability to operate under the going
concern and maintain sufficient liquidity to continue 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 under the going concern. It is highly likely
that our company will have issues relating to the current situation that need to
be considered by management. There will be a wide range of factors to take into
account in going concern judgments and financial projections including travel
bans, restrictions, government assistance and potential sources of replacement
financing, financial health of suppliers 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 are due.
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