Engineering & Capital Goods News

GOLD ROCK HOLDINGS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)


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.



 ? the Covid-19 Pandemic.


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.


                                      -9-



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.


                                      -10-



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.


                                      -11-


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.


                                      -12-



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.

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