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As filed with the U.S. Securities
and Exchange Commission on March 1, 2021
Number: 333- 252375
AND EXCHANGE COMMISSION
Washington, D.C. 20549
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in
(State of other jurisdiction
4500 Great America Parkway, PMB 38, Ste
Santa Clara, CA 95054
(Address of principal executive office)
(Registrant’s telephone number, including
Jessica M. Lockett, Esq.
Lockett + Horwitz,
A Professional Law Corporation
14 Orchard, Suite 200
Approximate date of commencement of proposed sale to the public:
soon as practicable after the effective date of this registration statement.
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated filer
Smaller reporting company
Emerging growth company
CALCULATION OF REGISTRATION FEE
Offering Price Per Share
Common stock, $0.001 par value per share, issuable upon conversion of convertible promissory note (3)
Common stock, $0.001 par value per share
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
This Registration Statement includes an indeterminate number of additional shares of common stock issuable for no additional consideration pursuant to any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration, which results in an increase in the number of outstanding shares of our common stock. In the event of a stock split, stock dividend or similar transaction involving our common stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
Selling Shareholders. This Registration Statement also covers the resale under a separate resale prospectus (the “Resale Prospectus”) by selling shareholders (“Selling Shareholders”) of the Registrant of up to 12,500,000 ordinary shares issuable to the Selling Shareholders upon the conversion of various convertible notes issued by the Registrant in a private placement.
Direct Public Offering.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION
STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT
WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT
COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION
4500 Great America Parkway, PMB 38, Ste
Santa Clara, CA 95054
(408) 766 1511
We are offering for sale a total of 4,000,000
shares of Common Stock of Guskin Gold Corp. (the “Company”) at a fixed price of $0.25 per share for the duration of
this Offering (the “Offering”). This offering also includes up to 12,500,000 shares of the Company’s common
stock offered by selling shareholders (“Selling Shareholders”) a further detailed herein. There is no minimum number
of shares that must be sold by us for the Offering to proceed, and we will retain the proceeds from the sale of any of the
offered shares. The Offering is being conducted on a self-underwritten, best efforts basis, which means our Officers and Directors
will attempt to sell the shares directly to friends, family members and business acquaintances. Our Officers and Directors will
not receive commissions or any other remuneration from any such sales. In offering the securities on our behalf, our Officers and
Directors will rely on the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer
registration requirements of the Exchange Act for persons associated with an issuer that participate in the sale of the securities
of such issuer.
The shares will
be offered for sale at a fixed price of $0.25 per share (the “Fixed Price”) for a period of one hundred and eighty
(180) days from the effective date of this Prospectus, unless extended by our Board of Directors for an additional 90 days. If
all of the shares offered by us are purchased, the gross proceeds to us will be $1,000,000. All funds raised hereunder will become
immediately available to the Company and will be used in accordance with the Company’s intended “Use of Proceeds”
as set forth herein. Investors are advised that they will not be entitled to a refund and could lose their entire investment.
Our common stock
currently trades on the Pink Open Market operated by OTC Markets Group Inc. (“OTC Pink”). We have submitted an application
to become listed on the OTCQB Venture Market (“OTCQB”), once the application is accepted and our common stock begins
trading on the OTCQB, the Selling Shareholders will be able to sell their shares at the prevailing market prices quoted thereon.
The Selling Shareholders may offer and sell shares of common stock from time to time at the Fixed Price until such time that the
Company’s common stock is listed on the OTCQB, at which time they may be sold at prevailing market prices, or as otherwise
described under the heading “Plan of Distribution.” The common stock may be sold directly or through agents or broker-dealers
acting as agents on behalf of the Selling Shareholders. The Selling Shareholders may engage brokers, dealers or agents who may
receive commissions or discounts from the Selling Shareholders. We will pay all the expenses incident to the registration of the
shares; however, we will not pay for sales commissions or other expenses applicable to the sale of our common stock registered
The Company is a development stage company
and currently has limited operations. Any investment in the shares offered herein involves a high degree of risk. You
should only purchase shares if you can afford a loss of your investment. Our independent registered public accountant has
issued an audit opinion for the Company, which includes a statement expressing substantial doubt as to our ability to continue
as a going concern.
Our common stock
is currently quoted on the OTC Pink under the symbol “GKIN”. On February 25, 2021, the closing price of our common
stock was $0.18 per share.
covers the primary public offering by the Company of 4,000,000
shares of Common Stock. The Company is concurrently
conducting a resale offering for 12,500,000 shares of Common Stock, which is covered in a separate Resale Prospectus.
OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER
THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” BEFORE BUYING ANY SHARES OF GKIN’S COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No dealer, salesperson or any other
person is authorized to give any information or make any representations in connection with this offering other than those contained
in this Prospectus and, if given or made, the information or representations must not be relied upon as having been authorized
by us. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities
offered by this Prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction
in which the offer or solicitation is not authorized or is unlawful.
The date of
this Prospectus is ____________, 2021.
This Registration Statement contains two
prospectuses, as set forth below.
Public Offering Prospectus.
A prospectus regarding our offering of up to 4,000,000 shares of our Common Stock in a direct public offering, without any involvement of underwriters or broker-dealers (the “Public Offering Prospectus”). Should all shares being offered by the Company hereunder be sold, the Company would receive an aggregate of $1,000,000. The offering price is $0.25 per share for newly issued shares. There is no minimum number of shares that must be sold and there is no guarantee that the Company will raise any funds from the direct public offering.
This prospectus to be used for the resale by Selling Shareholders (“Selling
Shareholders”) of up to 12,500,000
shares of the Registrant’s Common Stock (the “Resale
Prospectus”). Our Common Stock is presently traded on the Pink Open Market operated by OTC Markets Group Inc.
(“OTC Pink”). While we trade on the OTC Pink the Selling Shareholders may sell common stock from time to time at
a fixed price of $0.25 per share (the “Fixed Price”). We have submitted an application to become listed on the
OTCQB Venture Market (“OTCQB”), once the application is accepted and our common stock begins trading on the OTCQB
the Selling Shareholders will be able to sell their shares at the prevailing market prices quoted thereon. The common stock
may be sold directly or through agents or broker-dealers acting as agents on behalf of the Selling Shareholders. The selling
security holders have not engaged any underwriter in connection with the sale of their shares of Common Stock. The Selling
Shareholders may engage brokers, dealers or agents who may receive commissions or discounts from the Selling Shareholders. We
will pay all the expenses incident to the registration of the shares; however, we will not pay for sales commissions or other
expenses applicable to the sale of our common stock registered hereunder. We have agreed to bear the expenses relating to the
registration of the shares of the selling security holders.
The Resale Prospectus is substantively
identical to the Public Offering Prospectus, except for the following principal points:
they contain different outside and inside front covers;
they contain different Offering sections;
they contain different Use of Proceeds sections;
a Selling Shareholders section is included in the Resale
they contain different Plan of Distribution sections;
the Dilution section is deleted from the Resale Prospectus;
they contain different outside back covers.
The Registrant has included in this
Registration Statement, after the financial statements, a set of alternate pages to reflect the foregoing differences of the Resale
Prospectus as compared to the Public Offering Prospectus.
TABLE OF CONTENTS
Determination of Offering Price
Use of Proceeds
Plan of Distribution; Terms of the Offering
Description of Property
Description of Securities
Description of Our Business
Management’s Discussion and Analysis
Directors, Executive Officers, Promoters and Control Persons
Security Ownership of Certain Beneficial Owners and Management
Certain Relationships and Related Transactions
Commission Position of Indemnification for Securities Act Liabilities
Where you can find more Information
Index to Financial Statements
You should rely only on the information
contained or incorporated by reference to this prospectus in deciding whether to purchase our common stock. We have
not authorized anyone to provide you with information different from that contained or incorporated by reference to this prospectus.
Under no circumstances should the delivery to you of this prospectus or any sale made pursuant to this prospectus create any implication
that the information contained in this prospectus is correct as of any time after the date of this prospectus. To the extent that
any facts or events arising after the date of this prospectus, individually or in the aggregate, represent a fundamental change
in the information presented in this prospectus, this prospectus will be updated to the extent required by law.
An investment in our Common Stock involves
a high degree of risk. You should carefully consider the risks described below and the other information in this Prospectus before
investing in our Common Stock. If any of the following risks occur, our business, operating results and financial condition could
be seriously harmed. Currently, shares of our Common Stock are not publicly traded. In the event that shares of our Common Stock
become publicly traded, the trading price of our Common Stock could decline due to any of these risks, and you may lose all or
part of your investment. In the event our Common Stock fails to become publicly traded, you may lose all or part of your investment.
RISKS RELATED TO THE OFFERING
As there is no minimum for our offering,
if only a few persons purchase shares they could lose their investment.
Since there is no minimum with respect
to the number of securities to be sold directly by the Company in this Offering, if only a few securities are sold, we may not
have enough capital to sustain our business. In such an event, it is highly likely that any investment would be lost. As such,
proceeds from this Offering may not be sufficient to meet the objectives we state in this Prospectus, other corporate milestones
that we may set, or to avoid a “going concern” modification in future reports of our auditors as to uncertainty with
respect to our ability to continue as a going concern. If we fail to raise sufficient capital, we expect to have to significantly
decrease operating expenses, which will curtail the growth of our business.
Investing in the Company is a highly
speculative investment and could result in the loss of your entire investment.
A purchase of the offered securities is
significantly speculative and involves significant risks. The offered securities should not be purchased by any person who cannot
afford the loss of his or her entire purchase price. The business objectives of the Company are also speculative, and we may be
unable to satisfy those objectives. The stockholders of the Company may be unable to realize a substantial return on their purchase
of the offered securities, or any return whatsoever, and may lose their entire investment in the Company. For this reason, each
prospective purchaser of the offered securities should read this prospectus and all of its exhibits carefully and consult with
their attorney, business advisor and/or investment advisor.
The offering price of the offered
securities has been arbitrarily determined by the Company and such offering should not be used by an investor as an indicator of
the fair market value of the offered securities
Currently there is a very limited public
market for the Company’s common stock. The offering price for the offered securities has been arbitrarily determined by the
Company and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of
value of the Company. Thus an investor should be aware that the offering price does not reflect the fair market price of the offered
Shares of common stock in the Company
are subject to resale restrictions imposed by Rule 144 of the Securities and Exchange Commission
The shares of common stock held by current
shareholders are “restricted securities” subject to the limitations of Rule 144 under the Securities Act. In general,
securities can be sold pursuant to Rule 144 after being fully-paid and held for more than 6 months. Unregistered shares of the
Company’s common stock held by current shareholders are subject to Rule 144 resale restrictions; provided, however, investors
participating in the Offering are not subject to such resale limitations.
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
Risks Related to Our Business
Our independent auditors have expressed substantial doubt
about our ability to continue as a going concern.
We incurred a
net loss from May 28, 2020 (inception) to December 31, 2020, and we expect to incur further losses in the development of its business,
all of which raises substantial doubt about the Company’s ability to continue as a going concern. We are in the exploration
stage and have yet to attain profitable operations and in their report on the audited financial Statements for the period from
inception to September 30, 2020, as set forth in Form 10-K filed with commission on January 8, 2021, our independent auditors
included an explanatory paragraph regarding the substantial doubt about our ability to continue as a going concern. Our financial
statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors.
There have been no changes to our ability to continue as a going concern as of our latest unaudited financial statements for the
period ended December 31, 2020 set forth in Form 10-Q filed with the commission on February 19, 2021.
We are a new company with limited
operating history which makes the evaluation of our future business prospects difficult.
The Company has only recently changed its
business focus to its current business of exploration, development, production, and export of gold in Ghana, and to smartly find,
build, and operate profitable gold and precious metal properties. Consequently, we have only limited operating history and an unproven
business strategy, no current properties and prospects that have yet to be developed. Our primary activities to date have been
the design of our business plan and identifying local Ghana personnel and network to identify prospective projects and properties
and initialize various non-binding discussions with property owners regarding rights and/or leases relating to their properties
and/or projects which fit our project profile. As such we may not be able to achieve positive cash flows and our lack of operating
history and experience makes evaluation of our future business and prospects difficult. The Company’s success is dependent
upon the successful identification and development of suitable gold mineral exploration and/or mining projects. Any future success
that we might achieve will depend upon many factors, including factors beyond our control which cannot be predicted at this time.
These factors may include but are not limited to: changes in and/or increased levels of competition in Ghana for gold and mineral
properties; the availability and cost of identifying prosperities, bringing exploration stage gold projects into small-scale production;
the amount of gold, and/or precious minerals, resource reserves identified and the market price of and the uses for such minerals.
These conditions may have a material adverse effect upon the business operating results and financial condition of the Company.
As a relatively new company, we are
unable to predict future revenues which makes an evaluation of our business speculative.
Because of the Company’s new business
focus and lack of operating history and the introduction of its new business, an exploration and mining development strategy, our
ability to accurately forecast revenue is very difficult. Future variables include the market for gold, and/or precious minerals
being explored and/or mined by the Company, the price of gold and various mineral resources and the availability of suitable advanced
stage exploration projects. To the extent we are unsuccessful in establishing our business strategy and increasing our revenues
through our own exploration and/or mining property(s), we may be unable to appropriately adjust spending in a timely manner to
compensate for any unexpected revenue shortfall or will have to reduce our operating expenses, causing us to forego potential revenue
generating activities, either of which could have a material adverse effect in our business, results of operations and financial
We expect our operating expenses
to increase in the future with no assurance that revenues will be sufficient to cover those expenses and delaying or preventing
the Company from achieving profitability.
As the Company’s busines grows and
expands, the Company will spend substantial capital and other resources on developing its various exploration and/or mining projects,
small scale operations utilizing new technologies and equipment, establishing strategic relationships and other operating infrastructure.
We expect the cost of revenues, property development, operating and mining expenses, and admin and operating expenses to continue
to increase. If revenues do not increase to correspond with these expenses or if outside capital is not secured, there may be a
material adverse effect on our business, cash flow and financial condition.
If we fail to raise additional capital
to fund our business growth and project development, the Company’s new business could fail.
The Company anticipates having to raise
significant amounts of capital to meet its anticipated needs for property acquisition and/or working capital and other cash requirements
for the near term to develop its exploration and/or mining properties. The Company will attempt to raise such capital through the
issuance of stock and/or incurring debt. However, there is no assurance that the Company will be successful in raising sufficient
additional capital and we have no arrangements for future financing and there can be no assurance that additional financing will
be available to us. If adequate funds are not available or are not available on acceptable terms, our ability to fund the Company’s
mining projects, take advantage of potential acquisition opportunities, develop or enhance the extraction of gold and/or precious
metals or respond to competitive pressures would be significantly limited. Such limitation could have a material adverse effect
on the Company’s business and financial condition.
Exploration and development in Ghana
are a speculative business with a high degree of risk.
Resource exploration and development is
a speculative business and involves a high degree of risk. There is no known project in our portfolio, and/or
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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