ITEM
1. FINANCIAL STATEMENTS
GOLD
ROCK HOLDINGS, INC.
FINANCIAL REPORTS
AT
SEPTEMBER 30, 2022
INDEX
TO FINANCIAL STATEMENTS
Gold Rock Holdings, Inc.
CONDENSED BALANCE SHEETS - UNAUDITED
| |
September 30, | | |
December 31, | |
| |
2022 | | |
2021 | |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash | |
$ | 1,300 | | |
$ | 1,700 | |
| |
| | | |
| | |
Total Current Assets | |
| 1,300 | | |
| 1,700 | |
| |
| | | |
| | |
Total Assets | |
$ | 1,300 | | |
$ | 1,700 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts Payable and Accrued Expenses | |
$ | 18,158 | | |
$ | 9,285 | |
Accrued Board of Director Compensation | |
| 31,000 | | |
| 1,000 | |
| |
| | | |
| | |
Total Current Liabilities | |
| 49,158 | | |
| 10,285 | |
| |
| | | |
| | |
Total Liabilities | |
| 49,158 | | |
| 10,285 | |
| |
| | | |
| | |
Stockholders’ Deficit | |
| | | |
| | |
Common Stock - $0.001 Par; 850,000,000 Shares Authorized, 87,482,208 and 87,382,208 Issued and Outstanding, Respectively | |
| 87,482 | | |
| 87,382 | |
Additional Paid-In-Capital | |
| 137,344 | | |
| 103,577 | |
Accumulated Deficit | |
| (272,684 | ) | |
| (199,544 | ) |
| |
| | | |
| | |
Total Stockholders’ Deficit | |
| (47,858 | ) | |
| (8,585 | ) |
| |
| | | |
| | |
Total Liabilities and Stockholders’ Deficit | |
$ | 1,300 | | |
$ | 1,700 | |
The accompanying
notes are an integral part of these unaudited condensed financial statements.
Gold
Rock Holdings, Inc.
CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED
| |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended
September 30, | | |
Nine Months Ended
September 30, | |
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
Sales | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Cost of Sales | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Gross Profit | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Operating Expenses | |
| | | |
| | | |
| | | |
| | |
Board of Director Compensation | |
| - | | |
| - | | |
| 30,000 | | |
| 30,000 | |
Consulting | |
| 3,500 | | |
| 3,000 | | |
| 9,500 | | |
| 9,000 | |
General and Administrative | |
| 8,041 | | |
| 17,024 | | |
| 33,640 | | |
| 41,927 | |
| |
| | | |
| | | |
| | | |
| | |
Total Expenses | |
| 11,541 | | |
| 20,024 | | |
| 73,140 | | |
| 80,927 | |
| |
| | | |
| | | |
| | | |
| | |
Net Loss for the Period | |
$ | (11,541 | ) | |
$ | (20,024 | ) | |
$ | (73,140 | ) | |
$ | (80,927 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted
Average Number of Common Shares - Basic and Diluted | |
| 87,482,208 | | |
| 87,290,368 | | |
| 87,454,369 | | |
| 75,087,284 | |
| |
| | | |
| | | |
| | | |
| | |
Net
Loss for the Period Per Common Shares - Basic and Diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
Gold Rock Holdings, Inc.
CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED
| |
| | | |
| | |
Nine Months Ended September 30, | |
2022 | | |
2021 | |
Cash Flows from Operating Activities | |
| | | |
| | |
| |
| | | |
| | |
Net Loss for the Period | |
$ | (73,140 | ) | |
$ | (80,927 | ) |
Non-Cash Adjustments: | |
| | | |
| | |
Common Shares Issued for Professional Services | |
| 1,000 | | |
| 3,100 | |
Common Shares Issued for Consulting | |
| - | | |
| 3,000 | |
Common Shares Issued for Consulting | |
| - | | |
| 29,000 | |
Changes in Assets and Liabilities: | |
| | | |
| | |
Prepaid Expenses | |
| - | | |
| 100 | |
Accounts Payable and Accrued Expenses | |
| 8,873 | | |
| 6,100 | |
Accrued Board of Directors Compensation | |
| 30,000 | | |
| 1,000 | |
| |
| | | |
| | |
Net Cash Flows Used In Operating Activities | |
| (33,267 | ) | |
| (38,627 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities | |
| - | | |
| - | |
| |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | |
Capital Contributions from Directors | |
| 32,867 | | |
| 38,627 | |
| |
| | | |
| | |
Net Cash Flows Provided by Financing Activities | |
| 32,867 | | |
| 38,627 | |
| |
| | | |
| | |
Net Change in Cash | |
| (400 | ) | |
| - | |
| |
| | | |
| | |
Cash - Beginning of Period | |
| 1,700 | | |
| 1,700 | |
| |
| | | |
| | |
Cash - End of Period | |
$ | 1,300 | | |
$ | 1,700 | |
| |
| | | |
| | |
Cash Paid During the Period for: | |
| | | |
| | |
Interest | |
$ | - | | |
$ | - | |
Income Taxes | |
$ | - | | |
$ | - | |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
Gold Rock Holdings, Inc.
CONDENSED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 - UNAUDITED
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Common Stock | | |
Additional | | |
| | |
Total | |
| |
$0.001 Par | | |
Paid-In | | |
Accumulated | | |
Stockholders’ | |
For The Three Months Ended September 30, 2021 | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance - July 1, 2021 | |
| 87,227,500 | | |
$ | 87,227 | | |
$ | 71,922 | | |
$ | (168,403 | ) | |
$ | (9,254 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common Stock Issued for Professional Services | |
| 133,047 | | |
| 133 | | |
| 2,967 | | |
| - | | |
| 3,100 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Capital Contributions - Director | |
| - | | |
| - | | |
| 20,778 | | |
| - | | |
| 20,778 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss for the Period | |
| - | | |
| - | | |
| - | | |
| (20,024 | ) | |
| (20,024 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance - September 30, 2021 | |
| 87,360,547 | | |
$ | 87,360 | | |
$ | 95,667 | | |
$ | (188,427 | ) | |
$ | (5,400 | ) |
| |
Common Stock | | |
Additional | | |
| | |
Total | |
| |
$0.001 Par | | |
Paid-In | | |
Accumulated | | |
Stockholders’ | |
For The Three Months
Ended September 30, 2022 | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance - July 1, 2022 | |
| 87,482,208 | | |
$ | 87,482 | | |
$ | 129,261 | | |
$ | (261,143 | ) | |
$ | (44,400 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Capital Contributions - Director | |
| - | | |
| - | | |
| 8,083 | | |
| - | | |
| 8,083 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss for the Period | |
| - | | |
| - | | |
| - | | |
| (11,541 | ) | |
| (11,541 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance - September 30, 2022 | |
| 87,482,208 | | |
$ | 87,482 | | |
$ | 137,344 | | |
$ | (272,684 | ) | |
$ | (47,858 | ) |
| |
Common Stock | | |
Additional | | |
| | |
Total | |
| |
$0.001 Par | | |
Paid-In | | |
Accumulated | | |
Stockholders’ | |
For The Nine Months Ended September 30, 2021 | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance - January 1, 2021 | |
| 47,227,500 | | |
$ | 47,227 | | |
$ | (41,927 | ) | |
$ | (107,500 | ) | |
$ | (102,200 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common Stock Issued for Accrued Expenses & Directors Fees | |
| 30,588,235 | | |
| 30,588 | | |
| 73,412 | | |
| - | | |
| 104,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common Stock Issued for Consulting and Director Compensation | |
| 9,411,765 | | |
| 9,412 | | |
| 22,588 | | |
| - | | |
| 32,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common Stock Issued for Professional Services | |
| 133,047 | | |
| 133 | | |
| 2,967 | | |
| - | | |
| 3,100 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Capital Contributions - Director | |
| - | | |
| - | | |
| 38,627 | | |
| - | | |
| 38,627 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss for the Period | |
| - | | |
| - | | |
| - | | |
| (80,927 | ) | |
| (80,927 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance - September 30, 2021 | |
| 87,360,547 | | |
$ | 87,360 | | |
$ | 95,667 | | |
$ | (188,427 | ) | |
$ | (5,400 | ) |
| |
Common Stock | | |
Additional | | |
| | |
Total | |
| |
$0.001 Par | | |
Paid-In | | |
Accumulated | | |
Stockholders’ | |
For The Nine Months
Ended September 30, 2022 | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance - January 1, 2022 | |
| 87,382,208 | | |
$ | 87,382 | | |
$ | 103,577 | | |
$ | (199,544 | ) | |
$ | (8,585 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Capital Contributions - Director | |
| - | | |
| - | | |
| 32,867 | | |
| - | | |
| 32,867 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common Stock Issued for Professional Services | |
| 100,000 | | |
| 100 | | |
| 900 | | |
| - | | |
| 1,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss for the Period | |
| - | | |
| - | | |
| - | | |
| (73,140 | ) | |
| (73,140 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance - September 30, 2022 | |
| 87,482,208 | | |
$ | 87,482 | | |
$ | 137,344 | | |
$ | (272,684 | ) | |
$ | (47,858 | ) |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
GOLD
ROCK HOLDINGS, INC.
NOTES
TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
NOTE
1 – Organization & Description of Business
The
Company was incorporated in the State of Nevada in February 1997 as Affordable Homes of America. In March 1999 we merged into
Kowtow, Inc. and changed our name to Affordable Homes of America, Inc. On October 12, 2000, we changed our name to World
Homes, Inc. and on August 23, 2001, we changed our name to Composite Industries of America, Inc. On September 02, 2004, the Company
changed its name to Gold Rock Holdings, Inc. On January 08, 2009, the Company did a name change to The Affordable Homes Group,
Inc. On March 01, 2011, the Company changed its name to Global Green Group, Inc. On January 09, 2015, the Company changed its
name back to Gold Rock Holdings, Inc., the current name of the Company. In 2019, Gold Rock Holdings, Inc. established itself as
a provider of engineering and construction management services producing site-plans, construction drawings, cost computations,
fiber network designs, and other related construction services. These services assist underground construction companies in laying
high-speed fiber-optics and underground cable in areas of the U.S.
NOTE
2 – Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying condensed balance sheet has been derived from the December 31, 2021 audited financial statements and the unaudited
condensed financial statements as of September 30, 2022 and 2021, have been prepared in accordance with generally accepted accounting
principles generally accepted in the United States of America (“GAAP”) for interim financial information and with
the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements
and related footnotes included in our Annual report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual
Report”), filed with the Securities and Exchange Commission (the “SEC”). It is management’s opinion,
however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for fair
condensed financial statements presentation. Operating results for the three and nine months ended September 30, 2022, are not
necessarily indicative of the results of operations expected for the year ending December 31, 2022.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Cash
and Cash Equivalents
Cash
and cash equivalents may include time deposits, certificates of deposit, and all highly liquid debt instruments with original
maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions located in
the United States, which periodically may exceed federally insured amounts.
Earnings
(Loss) per Share
Earnings
(loss) per share of common stock are computed in accordance with FASB ASC 260 “Earnings per Share”. Basic
earnings (loss) per share are computed by dividing income or loss available to common shareholders by the weighted-average
number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted
average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible
securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average
number of common shares outstanding and diluted earnings (loss) per share.
GOLD
ROCK HOLDINGS, INC.
NOTES
TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
NOTE
2 – Summary of Significant Accounting Policies - continued
Stock-Based
Compensation
We
account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock
Compensation, which requires all share-based payments, including grants of stock options, to be recognized in the financial
statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense
and credited to additional paid-in capital over the period during which services are rendered.
Fair
Value of Financial Instruments
The
estimated fair values for financial instruments are determined at discrete points in time based on relevant market information.
These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts payable and
accrued liabilities approximate fair value given their short-term nature or effective interest rates.
Revenue
Recognition
The
Company implemented ASC 606, Revenue from Contracts with Customers. These included the development of new policies
based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information
provided for disclosures.
The
Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are
transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those
goods and services. To achieve this core principle, we apply the following five steps: identify the contract with
the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price
to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.
NOTE
3 – Recently Issued Accounting Standards
The
Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial
statements, including the new lease standard. The Company does not have any leases and 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.
NOTE
4 – Going Concern
The
Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $272,684
and negative working capital of $47,858 at September 30, 2022, which, among other factors, raises substantial doubt about the
Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent
on the Company’s ability to generate profitable operations in the future and/or to obtain the necessary financing to meet
its obligations and repay its liabilities arising from normal business operations when they are due.
While
the Company is attempting to continue operations and generate revenues, the Company’s cash position may not be significant
enough to support the Company’s daily operations. Management believes that the actions presently being taken to further
implement the Company’s business plan; to expand sales with a dynamic marketing campaign and generate revenues provide the
opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy
to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability
of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business
plan and generate revenues. During the three months ended September 30, 2022, due to lack of revenues the officers of the Company
paid for all expenses through additional paid in capital to the Company. This allowed the Company to continue as a going concern.
GOLD
ROCK HOLDINGS, INC.
NOTES
TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
NOTE
5 – Related Party Transactions
During
the nine months ended September 30, 2022 and 2021, the two board of directors paid all expenses of the Company in the amount of
$32,867 and $38,627, respectively. The amount paid during the nine months ended September 30, 2022 and 2021 was not to be
reimbursed therefore, additional paid in capital was increased by $32,867 and $38,627, respectively for the periods then ended.
The
Company has a consulting agreement with a majority shareholder/board of director. The agreement is for $1,000 monthly. Consulting
expense for each of the three and nine months ended September 30, 2022 and 2021 was $3,000 and $9,000, respectively and is included
in accounts payable in the amount of $18,000 and $9,000 at September 30, 2022 and December 31, 2021, respectively.
The
Company has a 5 year compensation agreement with its Board Chairman beginning January 1, 2022 and ending on December 31, 2026.
Compensation is an annual fee of $30,000, due in the following month of January. Board of director compensation for
each of the three and nine months ended September 30, 2022 and 2021 was $-0- and $30,000, respectively and is included in accrued
board of director compensation in the amount of $31,000 and $1,000 at September 30, 2022 and December 31, 2021, respectively.
NOTE
6 – Stock
Preferred
Stock
Preferred
stock consists of 50,000,000 shares authorized at $0.001 par value. Preferred stock are blank check and have no conversion,
dividend or voting rights. At September 30, 2022 and December 31, 2021 there were -0- preferred shares issued and outstanding.
Common
Stock
Common
stock consists of 850,000,000 shares authorized at $0.001 par value. At September 30, 2022 and December 31, 2021 there were
87,482,208 and 87,382,208 shares issued and outstanding, respectively.
During
the nine months ended September 30, 2021, the Company issued 30,588,235 shares to pay $90,000 of accrued board of director compensation
and accrued consulting of $14,000 that was included on the balance sheet at December 31, 2020. The shares value was based
on the market price of the Company’s common stock of $0.0034 on the measurement date.
During
the nine months ended September 30, 2021, the Company issued 9,411,765 shares to pay $32,000 of board of director compensation
and consulting services of $3,000 that was included in the statement of operations at September 30, 2021. The shares value
was based on the market price of the Company’s common stock of $0.0034 on the measurement date.
During
the nine months ended September 30, 2022, the Company issued 100,000 shares to pay $1,000 of professional services that was included
in the statement of operations at September 30, 2022. The shares value was based on the market price of the Company’s
common stock of on the measurement dates.
NOTE
7 – Risks and Uncertainties
Coronavirus
Impact (COVID-19)
Due
to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel
advisories, canceled large scale public events and closed schools. In addition, companies have begun to cancel conferences and
travel plans and require employees to work from home. Global financial markets have also experienced extreme volatility and disruptions
to capital and credit markets.
We
are unable to predict the impact of the coronavirus on our operations at this time. Adverse events such as health-related concerns
about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters
affecting the general work and business environment could harm our business and delay the implementation of our business strategy.
The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor
the recent outbreak of the coronavirus on our operations.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following information should be read in conjunction with our financial statements and related notes thereto included in Part I,
Item 1, above.
Forward
Looking Statements
Certain
matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks
and uncertainties, including statements as to:
| ● | our
future strategic plans |
| ● | our
future operating results; |
| ● | our
contractual arrangements and relationships with third parties; |
| ● | the
dependence of our future success on the general economy; |
| ● | our
possible future financing; and |
| ● | the
adequacy of our cash resources and working capital. |
From
time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking
statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive
officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases “will likely result”,
“are expected to”, “will continue”, “is anticipated”, “estimate”, “project
or projected”, or similar expressions are intended to identify “forward-looking statements”. Such statements
are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that
could cause actual results to differ materially from such forward-looking statements.
Covid-19
Pandemic
Management
is currently aware of the global and domestic issues arising from the Covid-19 pandemic and the possible direct and indirect affects
on the company’s operations which could have a material adverse effect on the company’s current financial position,
future results of operations, or liquidity, because its current operations are limited. However, investors should also be aware
of factors, which includes the possibility of Covid-19 affects on operational status, could have a negative impact on the Company’s
prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources,
as the Company implements its business plan. These may include: (i) variations in revenue, (ii) possible inability to attract
investors for the Company’s equity securities or otherwise raise adequate funds from any source should the Company seek
to do so, (iii) increased governmental regulation or significant changes in that regulation, (iv) increased competition, (v) unfavorable
outcomes to litigation involving the Company or to which the Company may become a party in the future, and (vi) a very competitive
and rapidly changing operating environment.
The
risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to
predict all of such risk factors, nor can it assess the impact of all such risk factors on the company’s business or the
extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any
forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.
The
financial information set forth in the following discussion should be read in conjunction with the financial statements of Gold
Rock Holdings, Inc. included elsewhere herein.
Business
Gold
Rock Holdings, Inc., (Gold Rock) a Nevada corporation, provides engineering and construction management services, produce site-plans,
construction drawings, cost computations, fiber network designs, and other related construction services. In effect the Company
will act as the general contractor to design the cable systems and it will hire subcontractors to implement those designs. These
services will assist underground construction companies in laying fiber-optics and other underground cable in the United States
to help solve the broadband infrastructure gap.
Gold
Rock intends to grow and further establish itself through marketing campaigns to achieve awareness of its construction and engineering
services, as well as drive business growth by partnering with the high-tech service providers, internet service providers, cable
service providers, satellite service providers, mobile phone providers, communication providers, and local municipalities. In
addition, the Company is actively considering acquisitions that would be accretive to its business. Currently, Gold Rock markets
itself through third-parties that have existing relationships with these providers in their existing demographic service areas.
The third parties are construction companies, or other engineering outfits who propose bids on pending or ongoing high-tech and
fiber-optic underground projects in areas that are either lacking or upgrading high-tech broadband infrastructures. Gold Rock
Holding’s management evaluates each engineering and consulting job on a case by case bases with the intent to enter into
a contract for its “UGnet” services. At this time, Gold Rock Holdings, Inc. has no contracts.
At
this time, the Company expects to receive 100% of its revenues from the sale of the Company’s “UGnet”construction
management, engineering services and fiber network designs, as it pertains to underground fiber-optic high-speed broadband and
cable infrastructures. Gold Rock services are offered through the “UGnet” service line, which stands for “Underground
Networks.”
The
Company proactively seeks to expand its Gold Rock “UGnet” services throughout the U.S., and will continue to approach
municipalities, utilities, and cable, phone, mobile phone and internet providers with competitive quotes on underground development
of high-speed fiber optic broadband connectivity. The Company will continue to try to advance its social media platform with direct
online and targeted marketing with the objective of expanding its demographics.
Gold
Rock Holdings, Inc. maintains an executive office in Virginia Beach, Virginia where all marketing, sales, and customer supports
activities are implemented.
Officer
Appointments and Resignations
On
August 26, 2022 the Board of Directors (“the Board”) accepted the resignation from Mr. Merle Ferguson as the Company’s
Chief Financial Officer and Secretary. Mr. Ferguson remains the Comany’s Chairman of the Board, Cheif Executive Officer
and President of the Company.
On
August 26, 2022, the Board of Directors (the “Board”) of Gold Rock Holdings, Inc. (the “Company”) appointed
Mr. Richard Kaiser from Virginia Beach, VA as a Board of Director, Chief Financial Officer and Secretary for the Company.
Since
December 1, 2016 to the present, Mr. Kaiser serves in the roles of CFO, corporate secretary and corporate governance officer for
BioForce Nanosciences Holdings, Inc., a Nevada corporation, with its business headquarters in Virginia Beach, VA. From April 1,
2015 to the present, Mr. Kaiser has also served as a director, secretary and CFO of Bravo Multinational, Inc., a public company
formed under the laws of Wyoming with its headquarters located in Virginia Beach, VA. He has served as an officer and
Co-Owner of Yes International since July, 1991. Yes International is a full-service EDGAR conversion, investor relations and venture
capital firm located in Virginia Beach, Virginia. From April 1, 2015 to the present. In 1993, Mr. Kaiser received a Bachelor of
Arts Degree in International Economics from Oakland University (formerly known as Michigan State University-Honors College). The
Board reviewed Mr. Kaiser’s background and considered him qualified for his positions due to his educational background
and his experience with SEC filings and his vast knowledge of the operations at public companies.
The
Company did not enter or amend any agreements with Richard Kaiser, and no compensatory grants or awards were made to Richard Kaiser
in connection with his appointment as Director, Chief Financial Officer, and Secretary. There are no family relationships between
Mr. Kaiser and any of the Company’s other directors or executive officers.
The
Company has a consulting agreement with Mr. Kaiser’s Company, YES INTERNATIONAL, LLC, for general consulting services
and to provide executive office space for Gold Rock Holdings, Inc. The agreement is on a month-to-month bases for $1,000 per month
with a 30-day advance notice to discontinue services.
Transfer
Agent
Our
transfer agent is Transfer Online, Inc. whose address is 512 SE Salmon Street, Portland, Oregon 97214, and telephone number (503)
227-2950.
Company
Contact Information
Our
principal executive and subsidiary offices are located at 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454, telephone
(757) 306-6090. The information to be contained in our Internet website, www.bioforceeclipse.com, shall not constitute part of
this report.
Current
Directors
The
following table provides information concerning our officers and directors. All directors hold office until the next annual meeting
of stockholders or until their successors have been elected and qualified.
Merle
Ferguson |
Director/
CEO/ President |
Richard
Kaiser |
Director/CFO/Secretary |
Transfer
Agent
Our
transfer agent is Signature Stock Transfer, Inc. whose address is 14673 Midway Road, Suite 220, Addision, Texas, 75001 and its
telephone number 972-612-4120.
Company
Contact Information
Our
principal executive and subsidiary offices are located at 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454, telephone
(757) 306-6090. The information to be contained in our Internet website, www.goldrockholdings.us, shall not constitute
part of this report.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Overall
Operating Results:
Three
Months – September 30, 2022 and 2021 Statements
The
Sales Revenue for the three months ended September 30, 2022 and for the three months ended September 30, 2022 were $-0- and
$-0-, respectively. During the three months ended September 30, 2022 the Company had no underground fiber contracts, and
for the same period ending September 30, 2021 the Company had no underground fiber contracts.
The
Cost of Goods Sold for the three months ended September 30, 2022 was $-0- and the Cost of Goods Sold for the three months ended
September 30, 2021 was $-0-.
Gross
Margins for the three months ended September 30, 2022 was 0%, and during the same period in 2021 was 0%; no contracts for the
laying of underground fiber and copper cables.
Gross
Profit for the three months ended September 30, 2022 was $-0- and for the three months ended September 30, 2021 was $-0-.
Operating
expenses for three months ended September 30, 2022, totaled $11,541 from Consulting Expense and General and Administrative Expenses,
compared to $20,024 for the three months ended September 30, 2021. This decrease in September 30, 2022 compared to the same period
ended September 30, 2021 was attributed to lower Consulting Expense and General and Administrative Expenses.
Nine
Months – September 30, 2022 and 2021 Statements
The
Sales Revenue from the Company for the nine months ended September 30, 2022 and for the nine months ended September 30, 2021 were
$-0- both periods; no underground laying of fiber contracts.
The
Cost of Sales for the nine months ended September 30, 2022 was $-0- and for the nine months ended September 30, 2021 was $-0-
respectively.
Gross
Margins for the nine months ended September 30, 2022 was 0%, and for nine months ended September 30, 2021 was 0%; no contracts
for the laying of underground fiber and copper cables.
Gross
Profit for the nine months ended September 30, 2022 was $-0- and for the nine months ended September 30, 2021 was $-0-.
Operating
expenses for nine months ended September 30, 2022, totaled $73,140 from Board of Director Compensation, Consulting Expense and
General and Administrative Expenses, compared to $890,927 for the nine months ended September 30, 2022. This decrease during the
same nine month period ended September 30, 2021 was attributed to lower General and Administrative Expenses.
Net
Loss:
Net
loss for the three month ended September 30, 2022 and 2021 were $11,541 and $20,024, respectively. Net loss for the nine month
ended September 30, 2022 and 2021 were $73,140 and $80,927, respectively.
Liquidity
and Capital Resources:
As
of September 30, 2022, the Company’s assets totaled $1,300, which consisted of cash. Our total liabilities were $49,158.
As of September 30, 2022, the Company had an accumulated deficit of $272,684 and working capital deficit $47,858.
As
indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing
our operations. We do not have sufficient revenues to pay our operating expenses at this time. Unless the company is able
to raise working capital, it is likely that the Company will either have to cease operations or substantially change its methods
of operations or change its business plan (See Note 4 in Financial Statements). For the next 12 months the Company has a written
commitment from its CEO in Mr. Merle Ferguson’s employment contract to advance funds as necessary in meeting the Company’s
operating requirements.
Gold
Rock Holdings, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on
the Company, or any of its subsidiaries’ operating results, financial position, or cash flow.
Cash
Provided by (Used in) Operating Activities
Net
cash used in operating activities for the nine months ended September 30, 2022 and 2021 were $33,267 and $28,627, respectively.
The decrease in the amount of cash used during the nine months ended September 30, 2022 was due to the decreases in operating
expenses when compared to the nine months ended September 30, 2021.
Cash
Flows from Investing Activities
Net
cash used in investing activities was $-0- for both the nine month periods ended September 30, 2022 and 2021.
Cash
Provided by (Used In) Financing Activities
Net
cash provided by financing activities was $32,867 for nine month ended September 30, 2022 from the Capital Contributions from
Directors, and was $38,627 for nine month ended September 30, 2021 from the amount of Capital Contributions from the Company’s
directors.
Critical
Accounting Policies
Our
financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United
States. Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts
of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application
of accounting policies. Critical accounting policies include revenue recognition and stock-based compensation. The Company has
implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements,
including revenue recognition. 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.
Revenue
Recognition
In
accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenues are recognized when control
of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect
to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1)
Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price;
(4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company
satisfies a performance obligation.
We
adopted this ASC on January 1, 2019. Although the new revenue standard is expected to have an immaterial impact, if any, on our
ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within
them.
Stock-Based
Compensation
We
account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock
Compensation, which requires all share-based payments, including grants of stock options, to be recognized in the financial
statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense
and credited to additional paid-in capital over the period during which services are rendered.
Recent
Accounting Pronouncements
The
Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial
statements, including revenue recognition. 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.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements.
Going
Concern
We
have incurred net losses since our inception. We anticipate incurring additional losses before realizing growth in revenue
and we will depend on additional financing in order to meet our continuing obligations and ultimately to attain profitability. Our
ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is
uncertain. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
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 the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as
of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and
procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures
must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their costs.
Based
on our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence of material
weaknesses identified, determined that our internal control over financial reporting disclosure controls and procedures were not
effective as of September 30, 2022.
Evaluation
of Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Our
internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records
that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization
of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management,
including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control
over financial reporting as of September 30, 2022. In making this assessment, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013).
We
identified the following deficiencies which together constitute a material weakness in our assessment of the effectiveness of
internal control over financial reporting as of September 30, 2022:
| - | The
Company has inadequate segregation of duties within its cash disbursement control design. |
| - | During
the period ended September 30, 2022, the Company internally performed all aspects of its financial reporting process, including,
but not limited to the underlying accounting records and the recording of journal entries and for the preparation of financial
statements. This process was deficient, because these duties were performed often times by the same people, and therefore a lack
of review was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations,
or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies
could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected. |
It
should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute,
assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain
assumptions about the likelihood of future events. Because of these and other inherent limitations of control system, there can
be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
This
report does not include an attestation report of the Company’s registered public accounting firm regarding internal control
over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting
firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this
annual report.
We
regularly review our system of internal control over financial reporting to ensure that we maintain an effective internal control
environment. If deficiencies appear in our internal controls, management will make changes that address those deficiencies.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in the Company’s internal control over financial reporting that occurred during the reporeting period
ended September 30, 2022that have materially affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
Coronavirus
Impact (COVID-19)
Due
to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel
advisories, canceled large scale public events and closed schools. In addition, companies have begun to cancel conferences and
travel plans and require employees to work from home. Global financial markets have also experienced extreme volatility and disruptions
to capital and credit markets.
We
are unable to predict the impact of the coronavirus on our operations at this time. Adverse events such as health-related concerns
about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters
affecting the general work and business environment could harm our business and delay the implementation of our business strategy.
The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor
the recent outbreak of the coronavirus on our operations. The global economic slowdown and the other risks and uncertainties associated
with the pandemic could have a material adverse effect on our business, financial condition, results of operations and growth
prospects. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company’s business and results
of operations, it may also have the effect of heightening many of the other risks and uncertainties which the Company faces.