10-K: Brightrock Gold Corporation (F/K/A Go Call Inc.) Files Form 10-K for Fiscal Year Ended December 31, 2002, Highlighting Blank Check Status and Going Concern Uncertainty
Annual Results
Brightrock Gold Corporation's 2002 Form 10-K reveals its status as a blank check company with no revenue, dependence on management funding, and significant doubts about its ability to continue as a going concern.
Summary
- Brightrock Gold Corporation, formerly Go Call Inc., filed its Form 10-K for the fiscal year ended December 31, 2002.
- The company is classified as a blank check company with no revenues, no assets, and no specific business plan.
- The company's business plan is to seek new business opportunities or engage in a merger or acquisition with an unidentified company.
- The company's common stock is considered a penny stock, which may limit trading activity.
- The company is also identified as a shell company, restricting the use of Form S-8 and Rule 144 for security holders.
- As of December 31, 2002, the company had no business operations and relied on funding from management to cover expenses.
- The company's financial statements for 2002 have not been audited by an independent registered public accountant.
- There is substantial doubt about the company's ability to continue as a going concern.
- As of December 31, 2002, the company had 28,679,120 shares of common stock issued and outstanding, held by approximately 46 stockholders of record.
- As of December 31, 2002, there were 46,700 shares of Series A Preferred stock issued and outstanding, which were held by approximately 6 stockholders of record.
Sentiment
Score: 2
Explanation: The document paints a bleak picture of the company's financial condition and operational status, highlighting its blank check status, lack of revenue, dependence on management funding, and going concern uncertainty. The sentiment is overwhelmingly negative.
Positives
- New management filed a Certificate of Revival with the State of Delaware to bring the Company into Good Standing on May 31, 2004.
- The company redomiciled in the State of Nevada on September 5, 2006.
Negatives
- The company ceased filing reporting obligations and ceased operations in December 2000.
- The company's financial statements for 2002 have not been audited by an independent registered public accountant.
- The company is classified as a blank check company with no revenues, no assets, and no specific business plan.
- The company's common stock is considered a penny stock, which may limit trading activity.
- The company is also identified as a shell company, restricting the use of Form S-8 and Rule 144 for security holders.
- There is substantial doubt about the company's ability to continue as a going concern.
- The company depends on interim funding provided by management or an affiliated party to pay professional fees and expenses.
- The company has a lack of segregation of duties due to the lack of employees dealing with general administrative and financial matters.
Risks
- The company's reliance on management funding poses a risk if such funding is not consistently available.
- The lack of an active market maker in the company's common stock results in limited liquidity.
- The company's status as a blank check company means investors have no basis to evaluate the merits or risks of a target business.
- The company's lack of business diversification makes it dependent on the performance of a single business.
- The company's internal control over financial reporting was not effective as of December 31, 2002, due to a material weakness.
- The company's lack of segregation of duties could lead to errors in financial reporting.
Future Outlook
The company's current business objective is to seek a business combination with an operating company, utilizing its capital stock, debt, or a combination thereof.
Management Comments
- Management and an affiliated party have agreed to provide funding as may be required to pay for accounting fees and other administrative expenses of the Company until the Company enters into a business combination.
- Management is aware that there is a lack of segregation of duties at the Company due to the lack of employees dealing with general administrative and financial matters.
- Management believes that engaging an outside accounting consultant will lessen the possibility that a material misstatement of our annual or interim financial statements will be prevented or detected on a timely basis.
Industry Context
As a blank check company, Brightrock Gold's activities are highly speculative and dependent on identifying and acquiring a suitable target business, a common but risky strategy in the microcap market.
Comparison to Industry Standards
- The company's lack of revenue and reliance on management funding is not uncommon for blank check companies, but it deviates significantly from established operating companies.
- The company's status as a shell company and penny stock limits its access to capital markets and investor interest compared to larger, more established companies.
- The company's ineffective internal control over financial reporting is a significant deficiency compared to industry standards for public companies.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chairman, CEO, Director | N/A | Mahmood (Mac) J. Shahsavar | May 10, 2013 | New appointment |
| Secretary, Treasurer, Director | N/A | Linda MacDonald | May 10, 2013 | New appointment |
| Director | N/A | Aarya Shahsavar | July 24, 2023 | New appointment |
Legal Proceedings
- There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
Stakeholder Impact
- Shareholders face significant risks due to the company's blank check status and financial instability.
- The company's dependence on management funding creates uncertainty for stakeholders.
- The company's limited liquidity and penny stock status may make it difficult for shareholders to sell their shares.
Next Steps
- The company intends to seek a business combination with an operating company.
- The company intends to appoint audit, compensation and other applicable committee members as it identifies individuals with pertinent expertise.
Key Dates
| Date | Description |
|---|---|
| March 1, 1994 | Company was originally incorporated in the State of Louisiana as Omni Advantage Inc. |
| February 12, 1998 | The Company formed a subsidiary company in the State of Delaware named, Go Call, Inc. |
| February 17, 1998 | Pursuant to a Certificate of Merger, the Company merged with the subsidiary company and currently operates as Go Call, Inc. |
| March 11, 1999 | The Company acquired approximately 92% of the issued and outstanding common stock of Country Star Restaurants, Inc. |
| August 5, 1999 | Pursuant to a Repurchase Agreement, the Company redeemed 4,552,751 shares of its Common Stock for a cash payment of $728,440. |
| August 19, 1999 | Country Star and the Company agreed to terminate plans to merge the two companies. |
| December 23, 1999 | The Company sold their 92% interest in Country Star Restaurants to Star Liquidation Company LLC. |
| December 31, 2000 | The Company ceased filing their reporting obligations and ceased operations. |
| September 30, 2000 | During October 2000, the Company entered negotiations with the original owners of the hotel and related assets in order to unwind the original acquisition agreement and return the properties to the original owners. |
| May 31, 2004 | New management filed a Certificate of Revival with the State of Delaware to bring the Company into Good Standing. |
| September 5, 2006 | The Company redomiciled in the State of Nevada. |
| November 7, 2006 | A certificate of notice of termination of registration under section 12(g) of the Securities Exchange Act of 1934, Form 15-12G was filed on behalf of the Company. |
| May 10, 2013 | Mahmood (Mac) J. Shahsavar appointed Chairman, CEO, Director; Linda MacDonald appointed Secretary, Treasurer, Director. |
| July 24, 2023 | Aarya Shahsavar appointed Director. |
| March 11, 2025 | The last reported sales price of our common stock on the OTC Markets was $0.08. |
Keywords
blank check company, shell company, penny stock, financial statements, going concern, Form 10-K, Brightrock Gold Corporation, Go Call Inc., financial reporting, acquisition, merger
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