10-K: Brightrock Gold Corporation (FKA Go Call, Inc.) Files Deficient 10-K Report for Fiscal Year Ended December 31, 2000, Amidst Operational Cease and Restructuring

Sentiment:

Annual Report (Form 10-K)


Brightrock Gold Corporation's 10-K filing for the year 2000 reveals unaudited financial statements due to the cessation of operations and reporting obligations, alongside a transition to a blank check company model.

Capital raiseThe company intends to use its capital stock, debt, or a combination of capital stock and debt, in effecting a business combination.The company may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans.
Worse than expectedThe company ceased filing its reporting obligations and operations in 2000.The financial statements for 2000 have not been audited.The company is classified as a blank check company with no revenues, no assets, and no specific business plan.The company has negative shareholders equity.

Summary

  • Brightrock Gold Corporation, formerly Go Call, Inc., filed its Form 10-K for the fiscal year ended December 31, 2000.
  • The company ceased filing its reporting obligations on September 30, 2000, and ceased operations in December 2000.
  • The financial statements for 2000 have not been audited by an independent registered public accountant due to unavailable accounting records.
  • In 2004, new management revived the company and redomiciled it in Nevada in 2006.
  • The company filed a certificate of notice of termination of registration under Section 12(g) of the Securities Exchange Act of 1934 on November 7, 2006.
  • Prior to ceasing operations, the company was involved in various business ventures, including telecommunications, internet services, and restaurant operations.
  • As of December 31, 2000, 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 subjects it to specific regulations and disclosures.
  • The company is also identified as a shell company, which restricts its use of certain registration forms and affects the liquidity of its stock.
  • The company's business plan involves seeking new business opportunities or engaging in a merger or acquisition.
  • The company's management anticipates that target business candidates will be brought to their attention from various unaffiliated sources.
  • The company's success is dependent upon the future performance of a single business.
  • The company's management team is limited in number, which could have a negative effect on the company if one or more of the team was incapacitated.
  • As of December 31, 2000, the company has no business operations and no cash resources other than that provided by management.
  • The company is dependent upon interim funding provided by management or an affiliated party to pay professional fees and expenses.
  • The company would be unable to continue as a going concern without interim financing provided by management.
  • The company has negative shareholders equity of -$.
  • The company's management has identified a lack of segregation of duties as well as errors in financial statement presentation and disclosure.
  • The company has engaged an outside accounting consultant to assist in the preparation of its financial statements.
  • The company's Board of Directors held no formal meetings during the year ended December 31, 2000.
  • No executive compensation was paid during the fiscal years ended December 31, 2000 and 1999.
  • The company has no employment agreement with any of its officers and directors.

Sentiment

Score: 2

Explanation: The document paints a bleak picture of the company's financial condition and operational status as of December 31, 2000, with unaudited financial statements, cessation of operations, and classification as a blank check and shell company. While new management has taken steps to revive the company, significant challenges remain.

Positives

  • New management revived the company in 2004 and redomiciled it in Nevada in 2006.
  • The company is actively seeking new business opportunities or a merger/acquisition.
  • Management and an affiliated party have agreed to provide funding to cover accounting fees and administrative expenses until a business combination occurs.
  • The company has engaged an outside accounting consultant to assist in the preparation of its financial statements.

Negatives

  • The company ceased filing its reporting obligations on September 30, 2000, and ceased operations in December 2000.
  • The financial statements for 2000 have not been audited by an independent registered public accountant.
  • As of December 31, 2000, 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 subjects it to specific regulations and disclosures.
  • The company is also identified as a shell company, which restricts its use of certain registration forms and affects the liquidity of its stock.
  • The company has negative shareholders equity of -$.
  • The company's management has identified a lack of segregation of duties as well as errors in financial statement presentation and disclosure.
  • The company's Board of Directors held no formal meetings during the year ended December 31, 2000.
  • No executive compensation was paid during the fiscal years ended December 31, 2000 and 1999.

Risks

  • The company's success is dependent upon the future performance of a single business.
  • The company's management team is limited in number, which could have a negative effect on the company if one or more of the team was incapacitated.
  • The company is dependent upon interim funding provided by management or an affiliated party to pay professional fees and expenses.
  • The company would be unable to continue as a going concern without interim financing provided by management.
  • The company's common stock is considered a penny stock, which subjects it to specific regulations and disclosures.
  • The company is also identified as a shell company, which restricts its use of certain registration forms and affects the liquidity of its stock.
  • The company's management has identified a lack of segregation of duties as well as errors in financial statement presentation and disclosure.

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 of both.

Management Comments

  • Management and an affiliated party have agreed to provide funding to cover accounting fees and administrative expenses until a business combination occurs.
  • 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

The company's transition to a blank check company model reflects a strategic shift towards seeking merger or acquisition opportunities, a common path for companies aiming to revitalize operations or enter new markets.

Comparison to Industry Standards

  • As a blank check company, Brightrock Gold's financial status and operational strategy are not directly comparable to established companies with ongoing operations and revenue streams.
  • The company's lack of audited financial statements and its classification as a shell company raise concerns about its compliance with regulatory standards and its ability to attract investors.
  • The company's reliance on management funding and its limited management team are also potential weaknesses compared to companies with more diversified funding sources and experienced leadership.

Management Changes

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

Legal Proceedings

  • The Company has been named in a complaint filed during September 1998 claiming $75,000 in damages with respect to an alleged breach of contract related to a commitment for television production services and distribution of a syndicated television program.
  • During April 2000, the court awarded a judgment in favor of the plaintiff against the Company.
  • An accrual for the entire $75,000 judgment has been recorded in the financial statements for the quarter ended March 31, 2000 and adjusted in the prior years accumulated deficit and prior years accrued charges.

Stakeholder Impact

  • Shareholders face significant uncertainty due to the company's financial condition and lack of a defined business plan.
  • Employees are impacted by the company's cessation of operations and limited resources.
  • Creditors face risks related to the company's ability to meet its obligations.
  • Customers are impacted by the company's cessation of operations.

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

DateDescription
March 1, 1994Company incorporated in the State of Louisiana as Omni Advantage Inc.
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.
August 19, 1999Country Star and the Company agreed to terminate plans to merge the two companies.
December 23, 1999Company sold their 92% interest in Country Star Restaurants to Star Liquidation Company LLC, and received in return a note of $728,000.
December 1999Company entered into an agreement to acquire an 80% interest in Sevada Holdings Ltd. IV.
September 30, 2000Company ceased filing their reporting obligations with the SEC.
October 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.
December 31, 2000Company ceased operations.
May 31, 2004New management filed a Certificate of Revival with the State of Delaware to bring the Company into Good Standing.
September 5, 2006Company redomiciled in the State of Nevada.
November 07, 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 first elected or appointed as Chairman, CEO, Director and Linda MacDonald first elected or appointed as Secretary, Treasurer, Director.
July 24, 2023Aarya Shahsavar appointed as Director.
March 7, 2025Date of the filing of the 10-K report.

Keywords

blank check company, shell company, penny stock, financial statements, 10-K, Brightrock Gold Corporation, Go Call Inc., merger, acquisition, restructuring

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