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U.S. SECURITIES AND EXCHANGE COMMISSION 

 Washington, D.C. 20549

 

FORM 10-Q

 

 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 000-56304

 

GOLD ROCK HOLDINGS, INC.

(Name of Small Business Issuer in its charter)

         
Nevada   000-51074   87-0434297
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)
         
   

2020 General Booth Blvd.

Suite 230

Virginia Beach, VA 23454

   
(Address of principal executive offices)

Registrant’s telephone number: (757) 306-6090

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer Accelerated filer 
  Non-accelerated filer Smaller reporting company 
  Emerging growth company   

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Securities registered pursuant to Section 12(b) of the Act: 

         
Title of each class   Trading Symbol(s)   Name of each exchange on which registered
NONE   NONE    NONE

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: At July 31, 2023 the registrant had outstanding 231,053,636 shares of common stock, par value $0.001 per share.

-1-

 

TABLE OF CONTENTS

     
    PAGE
PART I    
Item 1. Condensed Unaudited Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Item 4. Controls and Procedures 15
PART II    
Item 1. Legal Proceedings 16
Item 1A. Risk Factors 16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3. Defaults Upon Senior Securities 17
Item 4. Mining Safety Disclosures 17
Item 5. Other Information 17
Item 6. Exhibits 17
  Signatures 17

 

-2-

 

 

 PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

GOLD ROCK HOLDINGS, INC.

 
FINANCIAL REPORTS
AT
JUNE 30, 2023
 

INDEX TO FINANCIAL STATEMENTS 

   
Condensed Balance Sheets at June 30, 2023- Unaudited and December 31, 2022 - Unaudited 4
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 - Unaudited 5
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 - Unaudited 6
Condensed Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022 - Unaudited 7
Notes to the Condensed Unaudited Financial Statements - Unaudited 8-10

 

-3-

 

 

Gold Rock Holdings, Inc.
 
CONDENSED BALANCE SHEETS - UNAUDITED
       
   June  December
   2023  2022
ASSETS          
Current Assets          
Cash  $1,188   $1,284 
           
Total Current Assets   1,188    1,284 
           
Total Assets  $1,188   $1,284 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
Current Liabilities          
Accounts Payable and Accrued Expenses  $4,975   $372,175 
Accrued Board of Director Compensation   -    31,000 
           
Total Current Liabilities   4,975    403,175 
           
Total Liabilities   4,975    403,175 
           
Stockholders’ Deficit          
Common Stock - $0.001 Par; 850,000,000 Shares Authorized, 231,053,636 and 87,482,208 Issued and Outstanding, Respectively   231,053    87,482 
Additional Paid-In-Capital   605,542    144,353 
Accumulated Deficit   (840,382)   (633,726)
           
Total Stockholders’ Deficit   (3,787)   (401,891)
           
Total Liabilities and Stockholders’ Deficit  $1,188   $1,284 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

-4-

 

 

                     
Gold Rock Holdings, Inc.
 
CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED
             
   Three Months Ended June 30,  Six Months Ended June 30,
   2023  2022  2023  2022
Sales  $-   $-   $-   $- 
                     
Cost of Sales   -    -    -    - 
                     
Gross Profit   -    -    -    - 
                     
Operating Expenses                    
Board of Director Compensation   -    -    170,000    30,000 
Consulting   3,000    3,000    6,000    6,000 
General and Administrative   7,298    7,249    30,656    25,599 
                     
Total Expenses   10,298    10,249    206,656    61,599 
                     
Net Loss for the Period  $(10,298)  $(10,249)  $(206,656)  $(61,599)
                     
Weighted Average Number of Common Shares - Basic and Diluted   231,053,636    87,482,208    162,837,377    87,440,219 
                     
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.

 

-5-

 

 

Gold Rock Holdings, Inc.
 
CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED
       
Six Months Ended June 30,  2023  2022
       
Cash Flows from Operating Activities          
           
Net Loss for the Period  $(206,656)  $(61,599)
Non-Cash Adjustments:          
Common Shares Issued for Professional Services   -    1,000 
Common Stock Issued for Board of Director & Consulting Services   172,000    - 
Common Stock Issued to Prepay Director for Payment of Operating Expenses   29,000    - 
Changes in Assets and Liabilities:          
Accounts Payable and Accrued Expenses   3,800    5,815 
Accrued Board of Directors Compensation   -    30,000 
           
Net Cash Flows Used In Operating Activities   (1,856)   (24,784)
           
Cash Flows from Investing Activities   -    - 
           
Cash Flows from Financing Activities          
Capital Contributions from Directors   1,760    24,784 
           
Net Cash Flows Provided by Financing Activities   1,760    24,784 
           
Net Change in Cash   (96)   - 
           
Cash - Beginning of Period   1,284    1,700 
           
Cash - End of Period  $1,188   $1,700 
           
Cash Paid During the Period for:          
Interest  $-   $- 
Income Taxes  $-   $- 
           

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

-6-

 

 

Gold Rock Holdings, Inc.
 

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2023 AND 2022

UNAUDITED

                
   Common Stock  Additional     Total
   $0.001 Par  Paid-In  Accumulated  Stockholders’
For The Six Months Ended June 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   -    -    17,523    -    17,523 
                          
Common Stock Issued for Professional Services   100,000    100    900    -    1,000 
                          
Net Loss for the Period   -    -    -    (51,349)   (51,349)
Balance - March 31, 2022   87,482,208    87,482    122,000    (250,893)   (41,411)
                          
Capital Contributions - Director   -    -    7,260    -    7,260 
                          
Net Loss for the Period   -    -    -    (10,249)   (10,249)
Balance - June 30, 2022   87,482,208   $87,482   $129,260   $(261,142)  $(44,400)

 

   Common Stock  Additional     Total
   $0.001 Par  Paid-In  Accumulated  Stockholders’
For The Six Months Ended June 30, 2023  Shares  Amount  Capital  Deficit  Equity (Deficit)
Balance - January 1, 2023   87,482,208   $87,482   $144,353   $(633,726)  $(401,891)
                          
Common Stock Issued for Accounts Payable and Accrued Expenses   95,714,286    95,714    306,286    -    402,000 
                          
Common Stock Issued to Prepay Director for Payment of Operating Expenses   6,904,761    6,905    22,095    -    29,000 
                          
Common Stock Issued for Board of Director & Consulting Services   40,952,381    40,952    131,048    -    172,000 
                          
Net Loss for the Period   -    -    -    (196,358)   (196,358)
Balance - March 31, 2023   231,053,636   $231,053   $603,782   $(830,084)  $4,751 
                          
Capital Contributions - Directors   -    -    1,760    -    1,760 
                          
Net Loss for the Period   -    -    -    (10,298)   (10,298)
Balance - June 30, 2023   231,053,636   $231,053   $605,542   $(840,382)  $(3,787)

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

-7-

 

 

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, 2022 audited financial statements and the unaudited condensed financial statements as of June 30, 2023 and 2022, 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, 2022 (the “2022 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 six months ended June 30, 2023, are not necessarily indicative of the results of operations expected for the year ending December 31, 2023.

 

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.

 

-8-

 

 

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 $840,382 and negative working capital of $3,787 at June 30, 2023, 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 and six months ended June 30, 2023, 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.

 

-9-

 

 

GOLD ROCK HOLDINGS, INC.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

 

NOTE 5 – Related Party Transactions

 

During the six months ended June 30, 2023 and 2022, the two board of directors paid all expenses of the Company in the amount of $30,760 and $24,783, respectively. The Company advanced to the director who pays the operating expenses 6,904,761 shares of common stock valued $29,000 based upon the closing price of $0.0042 at date of issuance to reimburse and prepay the director of his out of pocket costs paid on behalf of the Company. The amount paid during the six months ended June 30, 2023 and 2022 that was not to be reimbursed was $1,760 and $24,783 and included in additional paid in capital.

 

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 six months ended June 30, 2023 and 2022 was $3,000 and $6,000 respectively, and is included in accounts payable in the amount of $4,000 and $21,000 at June 30, 2023 and December 31, 2022, respectively.

 

The Company had a 5 year compensation agreement with its Board Chairman beginning January 1, 2022 and ending on December 31, 2026. Compensation was an annual fee of $30,000, due in the following month of January. Board of director compensation for the three and six months ended June 30, 2022, was $-0- and $30,000, respectively and is included in accrued board of director compensation in the amount of $31,000 at December 31, 2022. On December 31, 2022, this contract was terminated. A new compensation agreement was signed beginning January 1, 2023 and ending on December 31, 2028 in the amount of $95,000 annually, payable in common stock. An additional contract was approved for the Company’s Chief Financial Officer and Secretary for a three (3) year term effective January 1, 2023, in the amount of $75,000 annually to be paid in shares. Board of directors compensation for the three and six months ended June 30, 2023, was $-0- and $170,000, respectivley and was paid in common stock on March 23, 2023. (See Note 6).

 

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 June 30, 2023 and December 31, 2022 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 June 30, 2023 and December 31, 2022 there were 231,053,636 and 87,482,208 shares issued and outstanding, respectively.

 

During the six months ended June 30, 2023, the Company issued 40,952,381 shares to pay $172,000 of board of directors and consulting services that was included in the statement of operations at June 30, 2023. The shares value was based on the market price of the Company’s common stock of on the measurement dates.

 

During the six months ended June 30, 2023, the Company issued 6,904,761 shares to pay $29,000 to a director who pays all the operating expenses of the Company. The shares value was based on the market price of the Company’s common stock of on the measurement dates.

 

During the six months ended June 30, 2023, the Company issued 95,714,286 shares to pay $402,000 for accounts payable and accrued expenses that were on the balance sheet at December 31, 2022. The shares value was based on the market price of the Company’s common stock of on the measurement dates.

 

During the six months ended June 30, 2022, the Company issued 100,000 shares to pay $1,000 of professional services that was included in the statement of operations at June 30, 2022. The shares value was based on the market price of the Company’s common stock of on the measurement dates.

 

-10-

 

 

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 business prospects; 

 ● 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.

 

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.

 

-11-

 

 

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.

 

Compensation Agreements

 

The Company entered into a new employment contract with Mr. Ferguson for his rolls as Chairman/CEO/President for a three (5) year period from January 01, 2023 until December 31, 2028, annual pay at $95,000.

 

The Company entered into an employment contract with Mr. Kaiser for his rolls as CFO/Secretary/Director for a three (3) year period from January 01, 2023 until December 31, 2026, annual pay at $75,000.

 

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.

 

-12-

 

 

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 – June 30, 2023 and 2022 Statements

 

The Sales Revenue for the three months ended June 30, 2023 and for the three months ended June 30, 2022 were $-0- and $-0-, respectively. During the three months ended June 30, 2023 the Company had no underground fiber contracts, and for the same period ending June 30, 2022 the Company had no underground fiber contracts.

 

The Cost of Goods Sold for the three months ended June 30, 2023 was $-0- and the Cost of Goods Sold for the three months ended June 30, 2022 was $-0-.

 

Gross Margins for the three months ended June 30, 2023 was 0%, and during the same period in 2022 was 0%; no contracts for the laying of underground fiber and copper cables.

 

Gross Profit for the three months ended June 30, 2023 was $-0- and for the three months ended June 30, 2022 was $-0-.

 

Operating expenses for three months ended June 30, 2023, totaled $10,298 from Consulting Expense and General and Administrative Expenses, compared to $10,249 for the three months ended June 30, 2022. This increase in June 30, 2023 compared to the same period ended June 30, 2022 was attributed to higher General and Administrative Expenses.

 

Six Months – June 30, 2023 and 2022 Statements

 

The Sales Revenue from the Company for the six months ended June 30, 2023 and for the six months ended June 30, 2022 were $-0- both periods; no underground laying of fiber contracts.

 

The Cost of Sales for the six months ended June 30, 2023 was $-0- and for the six months ended June 30, 2022 was $-0- respectively. 

 

Gross Margins for the six months ended June 30, 2023 was 0%, and for six months ended June 30, 2022 was 0%; no contracts for the laying of underground fiber and copper cables.

 

Gross Profit for the six months ended June 30, 2023 was $-0- and for the six months ended June 30, 2022 was $-0-. 

 

Operating expenses for six months ended June 30, 2023, totaled $206,656 from Board of Director Compensation, Consulting Expense and General and Administrative Expenses, compared to $61,599 for the six months ended June 30, 2022. This increase during the same six month period ended June 30, 2023 was attributed to higher Board of Director Compensation fees.

 

-13-

 

 

Net Loss:

 

Net loss for the three months ended June 30, 2023 and 2022 were $10,298 and $10,249, respectively. Net loss for the six months ended June 30, 2023 and 2022 were $206,656 and $61,599, respectively.

 

Liquidity and Capital Resources:

 

As of June 30, 2023, the Company’s assets totaled $1,118, which consisted of cash. Our total liabilities were $4,975. As of June 30, 2023, the Company had an accumulated deficit of $840,382 and working capital deficit $3,787.

 

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 six months ended June 30, 2023 and 2022 were $1,856 and $24,784 respectively. The decrease in the amount of cash used during the six months ended June 30, 2023 was due to the decreases in Accounts Payable and Accrued Expenses and Accrued Board of Directors Compensation when compared to the six months ended June 30, 2022.

 

Cash Flows from Investing Activities

 

Net cash used in investing activities was $-0- for both the six months periods ended June 30, 2023 and 2022.

 

Cash Provided by (Used In) Financing Activities

 

Net cash provided by financing activities was $1,760 for six months ended June 30, 2023 from the Capital Contributions from Directors, and was $24,784 for six months ended June 30, 2022 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. 

 

-14-

 

 

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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable

 

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 June 30, 2023.

 

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 June 30, 2023. 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).

 

-15-

 

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 June 30, 2023: 

 

-The Company has inadequate segregation of duties within its cash disbursement control design.

 

-During the period ended June 30, 2023, 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 reporting period ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

At this time, there are no materials pending legal proceedings to which the Company is a party or as to which any of its services and products are subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the six months ended June 30, 2023, the Company issued 40,952,381 shares to pay $172,000 of board of directors and consulting services that was included in the statement of operations at June 30, 2023. The shares value was based on the market price of the Company’s common stock of on the measurement dates.

 

During the six months ended June 30, 2023, the Company issued 6,904,761 shares to pay $29,000 to a director who pays all the operating expenses of the Company. The shares value was based on the market price of the Company’s common stock of on the measurement dates.

 

During the six months ended June 30, 2023, the Company issued 95,714,286 shares to pay $402,000 for accounts payable and accrued expenses that were on the balance sheet at December 31, 2022. The shares value was based on the market price of the Company’s common stock of on the measurement dates.

 

-16-

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINING SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None

 

ITEM 6. EXHIBITS 

 

Index to Exhibits.

 

Exhibit No. Description of Exhibit
31.1Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.+
   
31.2 Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.+
   
32.1 Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.+
   
32.2 Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.+
   
101Interactive Financial Data XBRL Extensions (iXBRL)+
   
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101+

 

+ filed herewith

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

GOLD ROCK HOLDINGS, INC.

   
 Dated: August 1, 2023

By: /s/ Merle Ferguson

Merle Ferguson

Chief Executive Officer / President / Chairman

   
 Dated: August 1, 2023

By: /s/ Richard Kaiser

Richard Kaiser 

Chief Financial Officer / Secretary / Director

 

-17-

EXHIBIT 31.1

 

CERTIFICATION

 

I, Merle Ferguson, certify that:

 

1.

I have reviewed this quarterly report of Gold Rock Holdings, Inc. on Form 10-Q;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

 5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

By:

/s/ Merle Ferguson

August 1, 2023

 

Merle Ferguson

Chief Executive Officer / Chairman

(Principal Executive Officer)


 

EXHIBIT 31.2

 

CFO CERTIFICATION

 

I, Richard Kaiser, certify that:

 

1.

I have reviewed this quarterly report of Gold Rock Holdings, Inc. on Form 10-Q;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

 5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

By:

/s/ Richard Kaiser

August 1, 2023

 

Richard Kaiser

Chief Financial Officer / Director

(Principal Accounting and Principal Financial Officer)


 

EXHIBIT 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

I, Merle Ferguson certify, to my best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Gold Rock Holdings, Inc., on Form 10-Q for the quarter ended June 30, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Gold Rock Holdings, Inc.

 

 

By:

/s/ Merle Ferguson

August 1, 2023

 

Merle Ferguson

Chief Executive Officer/ Chairman

(Principal Executive Officer)


EXHIBIT 32.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

I, Richard Kaiser, certify, to my best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Gold Rock Holdings, Inc. on Form 10-Q for the quarter ended June 30, 2023, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Gold Rock Holdings, Inc.

 

 

By:

/s/ Richard Kaiser

August 1, 2023

 

Richard Kaiser

Chief Financial Officer / Director

(Principal Accounting and Principal Financial Officer)

 

v3.23.2

Cover - shares
6 Months Ended
Jun. 30, 2023
Jul. 25, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 000-56304  
Entity Registrant Name GOLD ROCK HOLDINGS, INC.  
Entity Central Index Key 0000894501  
Entity Tax Identification Number 87-0434297  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 2020 General Booth Blvd.  
Entity Address, Address Line Two Suite 230  
Entity Address, City or Town Virginia Beach  
Entity Address, State or Province VA  
Entity Address, Postal Zip Code 23454  
City Area Code (757)  
Local Phone Number 306-6090  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   231,053,636
v3.23.2
CONDENSED BALANCE SHEETS - UNAUDITED - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current Assets    
Cash $ 1,188 $ 1,284
Total Current Assets 1,188 1,284
Total Assets 1,188 1,284
Current Liabilities    
Accounts Payable and Accrued Expenses 4,975 372,175
Accrued Board of Director Compensation 31,000
Total Current Liabilities 4,975 403,175
Total Liabilities 4,975 403,175
Stockholders’ Deficit    
Common Stock - $0.001 Par; 850,000,000 Shares Authorized, 231,053,636 and 87,482,208 Issued and Outstanding, Respectively 231,053 87,482
Additional Paid-In-Capital 605,542 144,353
Accumulated Deficit (840,382) (633,726)
Total Stockholders’ Deficit (3,787) (401,891)
Total Liabilities and Stockholders’ Deficit $ 1,188 $ 1,284
v3.23.2
CONDENSED BALANCE SHEETS - UNAUDITED (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Common stock par value (in Dollars per share) $ 0.001 $ 0.001
Common stock shares authorized 850,000,000 850,000,000
Common stock shares issued 231,053,636 87,482,208
Common stock shares outstanding 231,053,636 87,482,208
v3.23.2
CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
Sales
Cost of Sales
Gross Profit
Operating Expenses        
Board of Director Compensation 170,000 30,000
Consulting 3,000 3,000 6,000 6,000
General and Administrative 7,298 7,249 30,656 25,599
Total Expenses 10,298 10,249 206,656 61,599
Net Loss for the Period $ (10,298) $ (10,249) $ (206,656) $ (61,599)
Weighted Average Number of Common Shares - Basic 231,053,636 87,482,208 162,837,377 87,440,219
Weighted Average Number of Common Shares - Diluted 231,053,636 87,482,208 162,837,377 87,440,219
Net Loss for the Period Per Common Shares - Basic $ 0.00 $ 0.00 $ 0.00 $ 0.00
Net Loss for the Period Per Common Shares - Diluted $ 0.00 $ 0.00 $ 0.00 $ 0.00
v3.23.2
CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash Flows from Operating Activities    
Net Loss for the Period $ (206,656) $ (61,599)
Non-Cash Adjustments:    
Common Shares Issued for Professional Services 1,000
Common Stock Issued for Board of Director & Consulting Services 172,000
Common Stock Issued to Prepay Director for Payment of Operating Expenses 29,000
Changes in Assets and Liabilities:    
Accounts Payable and Accrued Expenses 3,800 5,815
Accrued Board of Directors Compensation 30,000
Net Cash Flows Used In Operating Activities (1,856) (24,784)
Cash Flows from Investing Activities
Cash Flows from Financing Activities    
Capital Contributions from Directors 1,760 24,784
Net Cash Flows Provided by Financing Activities 1,760 24,784
Net Change in Cash (96)
Cash - Beginning of Period 1,284 1,700
Cash - End of Period 1,188 1,700
Cash Paid During the Period for:    
Interest
Income Taxes
v3.23.2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) UNAUDITED - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance - March 31, 2023 at Dec. 31, 2021 $ 87,382 $ 103,577 $ (199,544) $ (8,585)
Beginning balance, shares at Dec. 31, 2021 87,382,208      
Capital Contributions - Directors 17,523 17,523
Common Stock Issued for Professional Services $ 100 900 1,000
Common Stock Issued for Professional Services, shares 100,000      
Net Loss for the Period (51,349) (51,349)
Balance - June 30, 2023 at Mar. 31, 2022 $ 87,482 122,000 (250,893) (41,411)
Ending balance, shares at Mar. 31, 2022 87,482,208      
Capital Contributions - Directors 7,260 7,260
Net Loss for the Period (10,249) (10,249)
Balance - June 30, 2023 at Jun. 30, 2022 $ 87,482 129,260 (261,142) (44,400)
Ending balance, shares at Jun. 30, 2022 87,482,208      
Balance - March 31, 2023 at Dec. 31, 2022 $ 87,482 144,353 (633,726) (401,891)
Beginning balance, shares at Dec. 31, 2022 87,482,208      
Common Stock Issued for Accounts Payable and Accrued Expenses $ 95,714 306,286 402,000
Common Stock Issued for Accounts Payable and Accrued Expenses, shares 95,714,286      
Common Stock Issued to Prepay Director for Payment of Operating Expenses $ 6,905 22,095 29,000
Common Stock Issued to Prepay Director for Payment of Operating Expenses, shares 6,904,761      
Common Stock Issued for Board of Director & Consulting Services $ 40,952 131,048 172,000
Common Stock Issued for Board of Director & Consulting Services, shares 40,952,381      
Net Loss for the Period (196,358) (196,358)
Balance - June 30, 2023 at Mar. 31, 2023 $ 231,053 603,782 (830,084) 4,751
Ending balance, shares at Mar. 31, 2023 231,053,636      
Capital Contributions - Directors 1,760 1,760
Net Loss for the Period (10,298) (10,298)
Balance - June 30, 2023 at Jun. 30, 2023 $ 231,053 $ 605,542 $ (840,382) $ (3,787)
Ending balance, shares at Jun. 30, 2023 231,053,636      
v3.23.2
Organization & Description of Business
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization & Description of Business

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.

 

v3.23.2
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

NOTE 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying condensed balance sheet has been derived from the December 31, 2022 audited financial statements and the unaudited condensed financial statements as of June 30, 2023 and 2022, 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, 2022 (the “2022 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 six months ended June 30, 2023, are not necessarily indicative of the results of operations expected for the year ending December 31, 2023.

 

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.

 

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.

 

v3.23.2
Recently Issued Accounting Standards
6 Months Ended
Jun. 30, 2023
Accounting Changes and Error Corrections [Abstract]  
Recently Issued Accounting Standards

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.

 

v3.23.2
Going Concern
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Going Concern

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 $840,382 and negative working capital of $3,787 at June 30, 2023, 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 and six months ended June 30, 2023, 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.

 

v3.23.2
Related Party Transactions
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions

NOTE 5 – Related Party Transactions

 

During the six months ended June 30, 2023 and 2022, the two board of directors paid all expenses of the Company in the amount of $30,760 and $24,783, respectively. The Company advanced to the director who pays the operating expenses 6,904,761 shares of common stock valued $29,000 based upon the closing price of $0.0042 at date of issuance to reimburse and prepay the director of his out of pocket costs paid on behalf of the Company. The amount paid during the six months ended June 30, 2023 and 2022 that was not to be reimbursed was $1,760 and $24,783 and included in additional paid in capital.

 

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 six months ended June 30, 2023 and 2022 was $3,000 and $6,000 respectively, and is included in accounts payable in the amount of $4,000 and $21,000 at June 30, 2023 and December 31, 2022, respectively.

 

The Company had a 5 year compensation agreement with its Board Chairman beginning January 1, 2022 and ending on December 31, 2026. Compensation was an annual fee of $30,000, due in the following month of January. Board of director compensation for the three and six months ended June 30, 2022, was $-0- and $30,000, respectively and is included in accrued board of director compensation in the amount of $31,000 at December 31, 2022. On December 31, 2022, this contract was terminated. A new compensation agreement was signed beginning January 1, 2023 and ending on December 31, 2028 in the amount of $95,000 annually, payable in common stock. An additional contract was approved for the Company’s Chief Financial Officer and Secretary for a three (3) year term effective January 1, 2023, in the amount of $75,000 annually to be paid in shares. Board of directors compensation for the three and six months ended June 30, 2023, was $-0- and $170,000, respectivley and was paid in common stock on March 23, 2023. (See Note 6).

 

v3.23.2
Stock
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Stock

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 June 30, 2023 and December 31, 2022 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 June 30, 2023 and December 31, 2022 there were 231,053,636 and 87,482,208 shares issued and outstanding, respectively.

 

During the six months ended June 30, 2023, the Company issued 40,952,381 shares to pay $172,000 of board of directors and consulting services that was included in the statement of operations at June 30, 2023. The shares value was based on the market price of the Company’s common stock of on the measurement dates.

 

During the six months ended June 30, 2023, the Company issued 6,904,761 shares to pay $29,000 to a director who pays all the operating expenses of the Company. The shares value was based on the market price of the Company’s common stock of on the measurement dates.

 

During the six months ended June 30, 2023, the Company issued 95,714,286 shares to pay $402,000 for accounts payable and accrued expenses that were on the balance sheet at December 31, 2022. The shares value was based on the market price of the Company’s common stock of on the measurement dates.

 

During the six months ended June 30, 2022, the Company issued 100,000 shares to pay $1,000 of professional services that was included in the statement of operations at June 30, 2022. The shares value was based on the market price of the Company’s common stock of on the measurement dates.

v3.23.2
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The accompanying condensed balance sheet has been derived from the December 31, 2022 audited financial statements and the unaudited condensed financial statements as of June 30, 2023 and 2022, 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, 2022 (the “2022 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 six months ended June 30, 2023, are not necessarily indicative of the results of operations expected for the year ending December 31, 2023.

 

Use of Estimates

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

 

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

 

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.

 

Stock-Based Compensation

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

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

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.

 

v3.23.2
Going Concern (Details Narrative) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accumulated deficit $ 840,382 $ 633,726
Working capital $ 3,787  
v3.23.2
Related Party Transactions (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2028
Mar. 02, 2023
Dec. 31, 2022
Related parties amount of transaction     $ 30,760 $ 24,783      
Common Stock Issued to Prepay Director for Payment of Operating Expenses     $ 29,000      
Stock issuance to reimburse     $ 0.0042        
Increase in additional paid in capital     $ 1,760 24,783      
Agreement monthly charges     1,000        
Consulting expense $ 3,000 $ 3,000 6,000 6,000      
Accounts payable 4,000   $ 4,000       $ 21,000
Related party transactions description     The Company had a 5 year compensation agreement with its Board Chairman beginning January 1, 2022 and ending on December 31, 2026. Compensation was an annual fee of $30,000, due in the following month of January.        
Board of director compensation   $ 0   $ 30,000      
Accrued board of director compensation         $ 31,000
Agreement amount payable         $ 95,000 $ 75,000  
Board of director compensation $ 0   $ 170,000        
Common Stock [Member]              
Common Stock Issued to Prepay Director for Payment of Operating Expenses, shares     6,904,761        
v3.23.2
Stock (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Preferred stock, shares authorized 50,000,000 50,000,000
Preferred stock, par value (in Dollars per share) $ 0.001 $ 0.001
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, shares authorized 850,000,000 850,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares issued 231,053,636 87,482,208
Common stock, shares outstanding 231,053,636 87,482,208
Shares issued 40,952,381  
Shares issued, value $ 172,000  
Common stock issued for consulting and director compensation, shares 6,904,761  
Common stock issued for consulting and director compensation $ 29,000  
Common stock issued for professional services, shares 100,000  
Common stock issued for professional services $ 1,000  
Common Stock [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Common Stock Issued for Accounts Payable and Accrued Expenses, shares 95,714,286  
Common Stock Issued for Accounts Payable and Accrued Expenses $ 402,000  

Gold Rock (PK) (USOTC:GRHI)
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