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THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED
IN THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN
THIS ANNUAL REPORT ON FORM 10-K.
The following discussion reflects the results of our operations. This discussion
should be read in conjunction with the financial statements which are attached
to this report. This discussion contains forward-looking statements, including
statements regarding our expected financial position, business and financing
plans. These statements involve risks and uncertainties. Our actual results
could differ materially from the results described in or implied by these
forward-looking statements as a result of various factors, including those
discussed below and elsewhere in this report, particularly under the headings
“Special Note Regarding Forward-Looking Statements.”
Unless the context otherwise suggests, “we,” “our,” “us,” and similar terms, as
well as references to “GRHI” or “Gold Rock ” all refer to Gold Rock Holdings,
Inc. as of the date of this report.
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Coronavirus Impact (COVID-19)
Due to the recent outbreak of the coronavirus reported in many countries
worldwide, local and federal governments have issued travel advisories, canceled
large scale public events and closed schools. In addition, companies have begun
to cancel conferences and travel plans and require employees to work from home.
Global financial markets have also experienced extreme volatility and
disruptions to capital and credit markets.
Adverse events such as health-related concerns about working in our offices, the
inability to travel, potential impact on our business partners and customers,
and other matters affecting the general work and business environment could harm
our business and delay the implementation of our business strategy.
Management is currently aware of the global and domestic issues arising from the
Covid-19 pandemic and the possible direct and indirect effects 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 effects 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. These may include: (i) variations in revenue,
(ii) possible inability to attract investors for its 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
adverse events may also adversely impact our ability to raise capital or to
continue as a going concern. We continue to monitor the recent outbreak of the
coronavirus on our operations. The global economic slowdown and the other risks
and uncertainties associated with the pandemic could have a material adverse
effect on our business, financial condition, results of operations and growth
prospects. In addition, to the extent the ongoing COVID-19 pandemic adversely
affects the Company’s business and results of operations, it may also have the
effect of heightening many of the other risks and uncertainties which the
Company faces.
Going Concern
On December 31, 2022, we had total assets of $1,284 and total liabilities of
$403,175. In the absence of significant revenue and profits, we will be
completely dependent on additional debt and equity financing. If we are unable
to raise needed funds on acceptable terms, we will not be able to execute our
business plan, develop or enhance existing services, take advantage of future
opportunities, if any, or respond to competitive pressures or unanticipated
requirements. If we do not obtain sufficient capital, we will not be able to
continue operations.
As of December 31, 2022, Gold Rock Holdings, Inc. had an accumulated deficit of
$633,726, which included a net loss of $434,182. Also, during the year ended
December 31 2022, we used net cash of $40,292 for operating activities. These
factors raise substantial doubt about our ability to continue as a going
concern.
While we are attempting to generate revenues, our cash position may not be
significant enough to support our daily operations. Management intends to raise
additional funds by way of an offering of our debt or equity securities.
Management believes that the actions presently being taken to further implement
our business plan and generate revenues provide the opportunity for BioForce to
continue as a going concern. ;While we believe in the viability of our strategy
to generate revenues and in our ability to raise additional funds, we may not be
successful.
Our ability to continue as a going concern is dependent upon our capability to
further implement our business plan and generate revenues.
Results of Operations
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021.
Revenues for the Company’s year ended December 31, 2022 and December 31, 2021
totaled $-0- from the sales of the Company’s “UGnet”construction management,
engineering services and fiber network design.
Cost of Goods Sold for the year ended December 31, 2022 and December 31, 2021
totaled $-0-.
Gross margins for year ended December 2022 and 2021 was $-0- due to no sales of
the Company’s “UGnet”construction management, engineering services and fiber
network design.
Gross profit for the year ended December 31, 2022 and 2021 was $-0- due to -0-
sales..
General and Administrative expenses for the year ended December 31, 2022 totaled
$41,682 compared to $50,044 for December 31, 2021, primarily due to decreases in
professional service fees.
Net Loss
Net loss for the years ended December 31, 2022 and 2021 were $434,182 and
$92,044, respectively. The increase in loss was due to increases in consluting
fees.
Liquidity and Capital Resources:
As of December 31, 2022, our assets totaled $1,284 in Cash. The Company’s total
liabilities were $403,175, which consisted of accounts payable and accrued
expenses and accrued board of directors compensation. As of December 31, 2022,
the Company had an accumulated deficit of $633,726 and working capital deficit
of $402,891
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The Company’s significant operating losses raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty. 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. For the next 12 months the Company has
an oral commitment from its CEO to advance funds as necessary to meeting our
operating requirement.
Investing Activities
Net cash used in investing activities was $0 for both calendar years ended
December 31, 2022, and 2021.
Cash from Financing Activities
Net cash provided by financing activities was $39,876 for year ended December
31, 2022, and was $45,959 for year ended December 31, 2021.
Critical Accounting Policies
Our consolidated 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 impairment of long-lived assets.
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, 2021. 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.
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