G & S INTERNATIONAL MINERALS, INC. (d/b/a G & S Minerals, Inc.) & SUBSIDIARY. (Formerly HOT BRANDS INC.)
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1 G & S INTERNATIONAL MINERALS, INC. (d/b/a G & S Minerals, Inc.) & SUBSIDIARY (Formerly HOT BRANDS INC.) CONDENSED UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018
2 G & S International Minerals, Inc. (d/b/a G & S Minerals, Inc.) TABLE OF CONTENTS (UNAUDITED) Condensed Balance Sheets As Of September 30, 2018 F-3 Condensed Statements Of Profit and Loss For The Nine Months Ended September 30, 2018 F-4 Condensed Statements of Earnings per Share as of September 30, 2018 F-5 Notes To The Condensed Financial Statements F-6
3 G & S Minerals Inc. Balance Sheet As of September 30, 2018 (Unaudited) ASSETS Investment in Subsidiary $ 750,000 TOTAL ASSETS $ 750,000 LIABILITIES & EQUITY Liabilities Accounts Payable $ 830,819 Accrued Interest 7,136,607 Convertible Notes Payable 32,824,505 Promissory Notes 688,800 Total Liabilities 41,480,731 Equity Additional Paid In Capital 2,810,234 Capital Stock 146,581 Retained Earnings (36,875,472) Net Income (6,812,074) Total Equity (40,730,731) TOTAL LIABILITIES & EQUITY $ 750,000 The accompanying notes are an integral part to these financial statements
4 G & S Minerals Inc. Profit & Loss January through September 2018 (Unaudited) Ordinary Income/Expense Income Sales $ - Total Income - Expense Interest Expense 6,807,874 Office expenses 700 Professional Fees 3,500 Total Expense 6,812,074 Net Income $ (6,812,073.75) The accompanying notes are an integral part to these financial statements
5 G & S Minerals, Inc. Earnings Per Share Calculation For the Nine Months Ending September 30, 2018 Earnings $ (6,812,074) Beginning Shares Outstanding Ending Shares Outstanding 146,580, ,580,540 Average Outstanding Shares 146,580,540 NET INCOME PER SHARE: Basic and Diluted Per Share Earnings $ (0.0465) The accompanying notes are an integral part to these financial statements.
6 G & S International Minerals, Inc. (d/b/a G & S Minerals, Inc.) Notes to Financial Statements September 30, 2018 (Unaudited) NOTE 1- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The financial statements G & S International Minerals Inc., previously Hot Brands, Inc. d/b/a G & S Minerals, Inc. (the "Company") have been prepared by management and are unaudited. In the opinion of management, these financial statements reflect all information that has been made available at the time of the preparation of these financial statements. On April 8, 2014, Mr. Edward Hanjoul, Mr. Don Ross, Mr. Will Smith and Mr. Ron Jost resigned from their positions as Officers and Directors of the Company. Their resignations were not due to any disagreements with the Company but was subject to and conditional upon the anti-dilution clause (reverse stock split) regarding the shares held by the board members, to remain in full force and effect for eighteen months (October 8, 2015) from the date of the resignations. On April 28, 2014, the Company appointed Joseph Pittera as President Chief Executive Officer and a Director of the Company, Ms. Tori Adams as the Company s Secretary and Director, and Mr. Theodore Collas as a Director of the Company. On July 23, 2015, Mr. Pittera resigned from his positions as the President, Chief Executive Officer and as a Director of the Company. On September 1, 2015, Ms. Adams resigned from her positions as Secretary and Director of the Company. On September 1, 2015, Mr. Theodore Collas, was appointed as our Sole Officer and Director. Going Concern The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Cash and Cash Equivalents The Company considers cash equivalents to include cash and investments with an original maturity of three months or less. Income Taxes The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $6,807,874 for the nine months ended September 30, 2018 Use of Estimates
7 Generally accepted accounting principles require that the financial statements include estimates by management in the valuation of certain assets and liabilities. Management uses its historical records and knowledge of its business in making these estimates. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. Accordingly, actual results could differ from those estimates. Net Loss per Share Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing income for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. The weighted average number of common stock equivalents were not included in diluted income per share for the nine months ended September 30, 2018, because the effects are anti-dilutive. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. Stock-based compensation The Company recognizes stock-based compensation in accordance with ASC Topic 718 "Stock Compensation", which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. NOTE 2 - CONVERTIBLE NOTES PAYABLE In June of 2005, the Company issued a convertible promissory note to a shareholder totaling $1,850,000, to cover operating costs of the business. This convertible note carries an annual interest rate of 10% and is compounded monthly. An additional 1.75% monthly penalty is accrued on this note, for not filing a registration for resale of the Common Shares within 60 days of the notes closing. In December of 2009, $5,061,278 of accrued interest and penalties related to the note were reserved for a purchase of preferred Stock, thereby reducing the accrued note balance of accrued interest and principal from $7,333,677 to $2,273,400. The combined interest and penalty expense related to this note for the nine months ended September 30, 2018 totaled $6,732,532. The Notes total accrued balance of interest and principal as of September 30, 2018 is $32,824,505. From August 2003 through August 2008, the Company issued an additional $671,300 of Convertible notes to cover operating costs. These notes have interest rates ranging from 9-18%. The total collective interest expense on these notes for the nine months ended September 30, 2018 is $71,671. In June of 2014 the Company issued a convertible note for $17,500 with a 12% interest rate and a maturity date of December 31, All principal and interest outstanding after the maturity date, are accrued at a default interest rate of 22%. The total interest expense on this note for the nine months ending September 30, 2018 is $3,671. NOTE 3 -SHAREHOLDERS' EQUITY (DEFICIT) Preferred Stock The authorized Preferred stock of the Company consists of 600,000 shares designated as Series A Convertible Preferred Stock at a par value of $ At June 30, 2018, there were no Preferred shares issued or outstanding. Common Stock The authorized common stock of the Company consists of 1,600,000,000 shares at a par value of $ At September 30, 2018, there were 146,580,540 common shares issued and outstanding. All of the shares of common stock issued were unregistered transactions in reliance on Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act").
8 The shares of common stocked issued from 2006 and on, were as follows: During 2006, The Company issued 61,426,282 shares of which 837,000 were issued to investors for cash totaling $209,250, 10,176,000 shares to Officers for services totaling $2,709,000, 4,600,000 shares were issued to nonaffiliated individuals for services totaling $1,010,500, 44,813,282 shares were issued as part of the Merger with Hot Brands totaling $11,087,450 and 1,000,000 shares were issued for debt conversion totaling $250,000. During 2007, the Company issued 22,605,493 shares of which 1,250,000 shares to Officers for Services totaling $275,000, 12,465,292 shares were issued to non-affiliated individuals for services totaling $2,219,967, 3,000,000 shares were issued in conjunction with a Joint Venture totaling $660,000. 1,990,201 shares were issued as part of the Merger with hot Brands, Totaling $540,760 and 3,900,000 shares were issued for debt conversion totaling $780,500. During 2008, the Company issued 9,950,000 shares of which 625,000 shares were issued to investors for cash totaling $75,000, 9,325,000 shares were issued to Officers for services totaling $9,325. The Company canceled 12,450,000 shares related to the dissolving of La Millionaria Groupings Joint Venture and other services not performed during the 2006 and 2007 period. 3,000,000 of the canceled shares were reported as being canceled during the 2007 period. During 2012, the Company issued 9,500,000 shares of its common stock for the conversion of $3, of debt and interest, 46, shares of its common stock to Officers and related parties for services valued at $46,288. During 2013 the Company issued 4,150,000 shares of its common stock for services provided, valued at $41,150. During 2014 the Company issued 19,961,940 shares of its common stock for services provided, valued at $19,962. No shares of Common Stock were issued during the years ending December 31, 2015, 2016 and For the nine months ended September 30, 2018, no new shares of Common Stock have been issued. Convertible Preferred Stock In December of 2009, $5,061,278 of accrued interest and penalties related to a convertible note were reserved for a purchase of preferred Stock (see Note 2). As of the issuance date of these financial statements these shares are still reserved but have not been issued. NOTE 4 -SUBSEQUENT EVENTS The Company has evaluated events occurring after the date of the accompanying balance and has not identified any material subsequent events.
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