10-K: Brightrock Gold Corporation (F/K/A Go Call Inc.) Files Form 10-K for Fiscal Year Ended December 31, 2003

Sentiment:

Annual Report (Form 10-K)


Brightrock Gold Corporation, formerly Go Call Inc., files its Form 10-K for the fiscal year ended December 31, 2003, noting it is a development stage company seeking a business combination.

Delay expectedThe company ceased filing reporting obligations and operations in December 2000.
Capital raiseThe company may utilize its capital stock, debt, or a combination of capital stock and debt, in effecting a business combination.The company has historically raised capital through private placements and may continue to do so.The company is dependent upon interim funding provided by Management or an affiliated party to pay professional fees and expenses.
Worse than expectedThe company has no revenue.The company has shareholders equity of $0.There is substantial doubt about the company's ability to continue as a going concern.A material weakness in internal control over financial reporting was identified due to a lack of segregation of duties.

Summary

  • Brightrock Gold Corporation, formerly Go Call Inc., filed its Form 10-K for the fiscal year ended December 31, 2003.
  • The company ceased filing reporting obligations and operations in December 2000 but was revived in 2004 and redomiciled in Nevada in 2006.
  • The company is considered a blank check company with no revenues, no assets, and no specific business plan, seeking new business opportunities or a merger/acquisition.
  • As of December 31, 2003, the company had 28,679,120 shares of common stock outstanding held by approximately 46 stockholders of record.
  • The company's common stock is a penny stock and trades on the OTC Pink Sheet Market with limited liquidity.
  • 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.
  • As of December 31, 2003, the company has no business operations and is dependent on funding from management or an affiliated party.
  • The company's financial statements have been prepared assuming the company will continue as a going concern, but there is substantial doubt about its ability to do so.
  • Management identified a lack of segregation of duties as a material weakness in its internal control over financial reporting.
  • The company has no formal employment agreements with directors or officers.
  • As of March 11, 2025, there were 333,698,000 shares of common stock issued and outstanding and 1,160,500 of preferred stock outstanding.

Sentiment

Score: 2

Explanation: The document paints a bleak picture of the company's financial condition and operational status, with no revenue, negative equity, and reliance on external funding. The presence of material weaknesses in internal control further contributes to a negative sentiment.

Positives

  • New management revived the company in 2004 after it ceased operations in 2000.
  • Management and an affiliated party have agreed to provide funding to cover administrative expenses until the company enters into a business combination.

Negatives

  • The company is a blank check company with no specific business plan or purpose.
  • The company has no revenues and is dependent on funding from management or an affiliated party.
  • The company's common stock is a penny stock with limited liquidity.
  • There is substantial doubt about the company's ability to continue as a going concern.
  • A material weakness in internal control over financial reporting was identified due to a lack of segregation of duties.
  • The company has shareholders equity of $0 as of December 31, 2003.

Risks

  • The company's dependence on management funding poses a risk to its ability to continue operations.
  • The lack of a specific business plan and reliance on a business combination creates uncertainty.
  • The limited liquidity of the common stock may make it difficult for investors to sell their shares.
  • The material weakness in internal control over financial reporting could lead to misstatements in the company's financial statements.
  • The company's status as a shell company restricts the use of Form S-8 and Rule 144 for resale of securities.

Future Outlook

The company intends to seek a business combination with an operating company, but there is no guarantee of success.

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 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 finding a suitable merger or acquisition target. The company operates in a high-risk segment of the market, where success is contingent on management's ability to identify and execute a value-creating transaction.

Comparison to Industry Standards

  • Blank check companies, also known as Special Purpose Acquisition Companies (SPACs), are often compared based on their ability to secure a merger target and the subsequent performance of the acquired company.
  • Given Brightrock Gold's lack of operations and reliance on external funding, it lags behind industry standards for established companies with revenue-generating businesses.
  • Comparable companies in the resource exploration sector, such as junior mining companies, typically have ongoing exploration activities and defined mineral resources, which Brightrock Gold currently lacks.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chairman, CEO, DirectorUnknownMahmood (Mac) J. ShahsavarMay 10, 2013New appointment
Secretary, Treasurer, DirectorUnknownLinda MacDonaldMay 10, 2013New appointment
DirectorUnknownAarya ShahsavarJuly 24, 2023New appointment

Legal Proceedings

  • Subsequent to the Calendar year end, the purchaser of Country Star Restaurants, Inc., Star Liquidation Company LLC filed a petition for bankruptcy of Country Star Restaurants, Inc.

Related Party Transactions

  • The Company depends upon services provided by Management and an affiliated party to fulfill its filing obligations under the Exchange Act.
  • Our 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.

Stakeholder Impact

  • Shareholders face significant risks due to the company's financial condition and lack of a specific business plan.
  • Employees, if any, may experience job insecurity due to the company's uncertain future.
  • The company's creditors face the risk of non-payment due to its limited financial resources.

Next Steps

  • The company intends to seek a business combination with an operating company.
  • Management will periodically reevaluate the lack of segregation of duties and consider hiring additional employees if necessary.
  • The company intends to appoint audit, compensation and other applicable committee members as it identifies individuals with pertinent expertise.

Key Dates

DateDescription
March 1, 1994Company originally incorporated as Omni Advantage in Louisiana.
February 12, 1998Company formed a subsidiary company in the State of Delaware named, Go Call, Inc.
February 17, 1998Company merged with the subsidiary company and currently operates as Go Call, Inc.
March 11, 1999Company acquired approximately 92% of the issued and outstanding common stock of Country Star Restaurants, Inc.
August 5, 1999Company redeemed 4,552,751 shares of its Common Stock for a cash payment of $728,440.
December 23, 1999Company sold their 92% interest in Country Star Restaurants to Star Liquidation Company LLC.
December 31, 2000Company ceased filing reporting obligations and operations.
September 30, 2000Company 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, 2004New management filed a Certificate of Revival with the State of Delaware.
September 5, 2006Company redomiciled in the State of Nevada.
November 7, 2006A 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, 2013Mahmood (Mac) J. Shahsavar appointed Chairman, CEO, Director and Linda MacDonald appointed Secretary, Treasurer, Director.
July 24, 2023Aarya Shahsavar appointed Director.
March 11, 2025Last reported sales price of common stock on OTC Markets was $0.08.

Keywords

blank check company, business combination, penny stock, financial reporting, internal control, going concern, OTC Pink Sheet, shell company, liquidity, funding

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