North America Lithium & Gold Corp 10-Q, filed Mar 14, 2025
North America Lithium & Gold Corp (NALG)
About this 10-Q
North America Lithium & Gold Corp filed this 10-Q on March 14, 2025, covering the quarter ended June 30, 2006.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2006
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to __________
Commission File Number: 000-27509
BRIGHTROCK GOLD CORPORATION
(FORMERLY GO CALL, INC.)
(Exact name of registrant as specified in its charter)
| Nevada | 65-0794980 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 6615, #428 Grand Avenue | |
| Gurnee, Illinois | 60031 |
| (Address of principal executive offices) | (Zip Code) |
1-866-600-5444
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of as of June 30, 2006, there were 28,679,120 shares of common stock outstanding.
| Page No. | ||
| PART I. - FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements. | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Plan of Operations. | 10 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 13 |
| Item 4 | Controls and Procedures. | 13 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings. | 14 |
| Item 1A. | Risk Factors. | 14 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 14 |
| Item 3. | Defaults Upon Senior Securities. | 14 |
| Item 4. | Mine Safety Disclosures. | 14 |
| Item 5. | Other Information. | 14 |
| Item 6. | Exhibits. | 14 |
| Signatures | 15 | |
| 2 |
PART I - FINANCIAL INFORMATION
BRIGHTROCK GOLD CORPORATION
(FORMERLY GO CALL, INC.)
| 3 |
BRIGHTROCK GOLD CORPORATION
(FORMERLY GO CALL, INC.)
| June 30, | December 31, | |||||||
| 2006 | 2005 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | – | $ | – | ||||
| Total Current Assets | – | – | ||||||
| Total assets | $ | – | $ | – | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts Payable and Accrued Liabilities | $ | – | $ | – | ||||
| Total liabilities | – | – | ||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock; authorized 2,000,000; 46,700 shares at $0.001 par value as of December 31, 2005 and 46,700 as of June 30, 2006 | 47 | 47 | ||||||
| Common stock; authorized 100,000,000; 28,679,120 shares at $0.001 par value as of December 31, 2005 and June 30, 2006 | 28,679 | 28,679 | ||||||
| Additional Paid in Capital | 9,901,931 | 9,901,931 | ||||||
| Fair value of options | 236,548 | 236,548 | ||||||
| Common stock to be issued-from subscriptions | (356,681 | ) | (356,681 | ) | ||||
| Accumulated Deficit | (9,810,524 | ) | (9,810,524 | ) | ||||
| Total stockholders’ deficit | – | – | ||||||
| Total liabilities and stockholders’ equity | $ | – | $ | – | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
BRIGHTROCK GOLD CORPORATION
(FORMERLY GO CALL, INC.)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended | Three Months Ended | Six Months Ended June 30, 2006 | Six Months Ended June 30, 2005 | |||||||||||||
| Revenue | ||||||||||||||||
| Wagering revenue, net of payouts | $ | – | $ | – | $ | – | $ | – | ||||||||
| Gross revenues | – | – | – | – | ||||||||||||
| Cost to produce revenues | – | – | – | – | ||||||||||||
| Gross profit/loss | – | – | – | – | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| General and administrative | – | – | – | – | ||||||||||||
| Depreciation | – | – | – | – | ||||||||||||
| Total Operating Expenses | – | – | – | – | ||||||||||||
| Loss from Operations | – | – | – | – | ||||||||||||
| Other Income (Expense) | ||||||||||||||||
| Loss in Sevada Holdings Limited | – | – | – | – | ||||||||||||
| Preferred dividends | – | – | – | – | ||||||||||||
| Bank charges and Interest Expense | – | – | – | – | ||||||||||||
| Total other income (expense) | – | – | – | – | ||||||||||||
| Net loss for the period | $ | – | $ | – | $ | – | $ | – | ||||||||
| Net loss per share: | ||||||||||||||||
| Basic and diluted | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
| Weighted average number of shares outstanding: | ||||||||||||||||
| Basic and diluted | 28,679,120 | 28,679,120 | 28,679,120 | 28,679,120 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
BRIGHTROCK GOLD CORPORATION
(FORMERLY GO CALL, INC.)
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ Equity/ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance, December 31, 2000 | 46,700 | $ | 47 | 28,679,120 | $ | 28,679 | $ | 9,901,931 | $ | 9,810,524 | $ | – | ||||||||||||||||
| Net loss | – | – | – | – | – | – | – | |||||||||||||||||||||
| Balance, December 31, 2001 | 46,700 | $ | 47 | 28,679,120 | $ | 28,679 | $ | 9,901,931 | $ | 9,810,524 | $ | – | ||||||||||||||||
| Net loss | – | – | – | – | – | – | – | |||||||||||||||||||||
| Balance, December 31, 2002 | 46,700 | $ | 47 | 28,679,120 | $ | 28,679 | $ | 9,901,931 | $ | 9,810,524 | $ | – | ||||||||||||||||
| Net loss | – | – | – | – | – | – | – | |||||||||||||||||||||
| Balance, December 31, 2003 | 46,700 | $ | 47 | 28,679,120 | $ | 28,679 | $ | 9,901,931 | $ | 9,810,524 | $ | – | ||||||||||||||||
| Net loss | – | – | – | – | – | – | – | |||||||||||||||||||||
| Balance, December 31, 2004 | 46,700 | $ | 47 | 28,679,120 | $ | 28,679 | $ | 9,901,931 | $ | 9,810,524 | $ | – | ||||||||||||||||
| Net loss | – | – | – | – | – | – | – | |||||||||||||||||||||
| Balance, December 31, 2005 | 46,700 | $ | 47 | 28,679,120 | $ | 28,679 | $ | 9,901,931 | $ | 9,810,524 | $ | – | ||||||||||||||||
| Net loss | – | – | – | – | – | – | – | |||||||||||||||||||||
| Balance, March 31, 2006 | 46,700 | $ | 47 | 28,679,120 | $ | 28,679 | $ | 9,901,931 | $ | 9,810,524 | $ | – | ||||||||||||||||
| Net loss | – | – | – | – | – | – | – | |||||||||||||||||||||
| Balance, June 30, 2006 | 46,700 | $ | 47 | 28,679,120 | $ | 28,679 | $ | 9,901,931 | $ | 9,810,524 | $ | – | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
BRIGHTROCK GOLD CORPORATION
(FORMERLY GO CALL, INC.)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended June 30, 2006 | Six Months Ended June 30, 2005 | |||||||
| Cash flow from operating activities: | ||||||||
| Net loss | $ | – | $ | – | ||||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Changes in operating assets and liabilities: | – | – | ||||||
| Accounts Payable | – | – | ||||||
| Net Cash (Used) in Operating activities | – | – | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from the issuance of common stock | – | – | ||||||
| Proceeds from the issuance of preferred stock | – | – | ||||||
| Payments on notes payable-related party | – | – | ||||||
| Proceeds from note payable-related party | – | – | ||||||
| Net cash provided by financing activities | – | – | ||||||
| Effect of currency exchange rate on cash | – | – | ||||||
| Decrease in cash during the period | – | – | ||||||
| Cash, beginning of period | – | – | ||||||
| Cash, end of period | $ | – | $ | – | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period | ||||||||
| Interest | $ | – | $ | – | ||||
| Taxes | $ | – | $ | – | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
BRIGHTROCK GOLD CORPORATION
(Formerly Go Call, Inc.)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Brightrock Gold Corporation) (the “Company”), was originally incorporated on March 1, 1994 as Omni Advantage, in the State of Louisiana. In 1998 the issuer changed its name from Omni Advantage Inc. to Go Call Inc. In October 2004 the Issuer changed its name from Go Call Inc. to Medical Institutional Services Corp. In December 2009, the Issuer changed its name from Medical Institutional Services Corp. to National Pharmaceuticals Corp. In July of 2012 the Issuer changed its name from National Pharmaceuticals Corp. to Ghana Gold Corp. In November 2013 the Company changed its name from Ghana Gold Corp to Brightrock Gold Corporation.
To the best of our knowledge, the Company, under the name of Go Call, Inc. ceased filing their reporting obligations on September 30, 2000 and ceased operations in December of 2000.
On May 31, 2004, new management filed a Certificate of Revival with the State of Delaware to bring the Company into Good Standing and subsequently redomiciled the Company in the State of Nevada on September 5, 2006.
On 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.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. As of June 30, 2006, the Company had shareholders’ equity of $0.
Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates.
| 8 |
Cash and cash equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On June 30, 2006 and June 30, 2005, the Company’s cash equivalents totaled $-0- and $-0- respectively.
Income taxes
The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.
Net Loss per Share
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
Recent Accounting Pronouncements
As of June 30, 2006, there are no recent accounting pronouncements that impact the Company’s operations
NOTE 3 –STOCKHOLDERS EQUITY/DEFICIT
As of June 30, 2006, the Company has authorized 100,000,000 shares of common stock. As of June 30, 2006, and June 30, 2005 respectively, there were 28,679,120 shares of Common Stock issued and outstanding and 46,700 Preferred shares issued and outstanding.
NOTE 4 – COMMITMENTS AND CONTINGENCIES
The Company did not have any contractual commitments of June 30, 2006 and June 30, 2005.
NOTE 5 – SUBSEQUENT EVENTS
The Company’s management reviewed all material events for the three and six months ended June 30, 2006 for disclosure consideration. and determined that there were no reportable subsequent events to disclose.
| 9 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS
Forward-looking Statements
There are “forward-looking statements” contained in this quarterly report. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statements to actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:
| · | Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans; | |
| · | Our failure to earn revenues or profits; | |
| · | Inadequate capital to continue business; | |
| · | Volatility or decline of our stock price; | |
| · | Potential fluctuation in quarterly results; | |
| · | Rapid and significant changes in markets; | |
| · | Litigation with or legal claims and allegations by outside parties; and | |
| · | Insufficient revenues to cover operating costs. |
The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this quarterly report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.
Overview
To the best of our knowledge, the Company ceased filing their reporting obligations in September 2000 and ceased operations in December of 2000.
On May 31, 2004, new management filed a Certificate of Revival with the State of Delaware to bring the Company into Good Standing and subsequently redomiciled the Company in the State of Nevada on September 5, 2006.
On 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.
| 10 |
As of December 31, 2000, the Company is a development stage company with no revenues, no assets, and no specific business plan or purpose. The Company’s business plan is to seek new business opportunities or to engage in a merger or acquisition with an unidentified company. As a result, the Company is considered a “blank check company” and, as a result, any offerings of the Company’s securities under the Securities Act of 1933, as amended (the “Securities Act”) must comply with Rule 419 promulgated by the Securities and Exchange Commission (the “SEC”) under the Act. The Company’s Common Stock is a “penny stock,” as defined in Rule 3a51-1 promulgated by the SEC under the Securities Exchange Act. The Penny Stock rules require a broker-dealer, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about Penny Stocks and the nature and level of risks in the penny stock market.
We are a “Shell Company,” as defined in Rule 405 promulgated by the SEC under the Securities Act. A Shell Company is one that has no or nominal operations and either: (i) no or nominal assets; or (ii) assets consisting primarily of cash or cash equivalents. As a Shell Company, we are restricted in our use of Registrations on Form S-8 under the Securities Act; the lack of availability of the use of Rule 144 by security holders; and the lack of liquidity in our stock.
Results of Operations
The three months ended June 30, 2006 compared to the three months ended June 30, 2005
Revenue
For the three months ended June 30, 2006 and 2005, we had revenue of $0 and $0, respectively.
Cost of Revenue
For the three months ended June 30, 2006 and 2005, cost of revenue was $0 and $0.
Officer Compensation
We incurred $0 and $0 of officer compensation for the three months ended June 30, 2006 and 2005, respectively.
General and administrative expenses
We had $0 of general and administrative expenses (“G&A”) for the three months ended June 30, 2006, compared to $0 for the three months June 30, 2005.
Professional fees
We incurred $0 of professional fees for the three months ended June 30, 2006, compared to $0 for the three months ended June 30, 2005. Professional fees generally consist of audit, legal, accounting and investor relation service fees.
Other income (expense)
For the three months ending June 30, 2006, we had total other expense of $0, compared to total other expense of $0 for the three months ended June 30, 2005.
Net loss
We incurred a net loss of $0 for the three months ended June 30 2006, compared to $0 for the three months ended June 30, 2005.
Cash flow from operations
Cash used in operating activities for the six months ended June 30, 2006, was $0 compared to $0 of cash used in operating activities for the six months ended June 30, 2005.
Cash Flows from Financing
For the three months ended June 30, 2006, we netted $0 from financing activities.
| 11 |
Going Concern
As of June 30, 2006, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our operations.
We have suffered recurring losses from operations and have not yet generated any revenue. As a result of these and other factors, our independent auditor has expressed substantial doubt about our ability to continue as a going concern. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.
Management’s plans with regard to these matters encompass the following actions: (i) obtaining funding from new investors to alleviate our working capital deficiency, and (ii) implementing our plan of operation to generate sales. Our continued existence is dependent upon our ability to resolve our liquidity problems and increase profitability in our business operations. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. Our financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
Refer to Note 2 of our financial statements contained elsewhere in this Form 10-Q for a summary of our critical accounting policies and to Note 2 our financial statements contained in our Form 10-K for a more complete summary of our critical accounting policies.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, using the Internal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of June 30, 2006.
The following aspects of the Company were noted as potential material weaknesses:
| · | Due to our size and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely and accurately, and (c) we properly account for complex or unusual transactions; | |
| · | Due to our size and scope of operations, we currently do not have an independent audit committee in place; | |
| · | Due to our size and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting. |
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
Changes in Internal Control over Financial Reporting
Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 13 |
None.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
None.
(a) Documents furnished as exhibits hereto:
| 14 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BRIGHTROCK GOLD CORPORATION
(FORMERLY GO CALL, INC.)
Dated: March 14, 2025
By: /s/ Mahmood (Mac) J. Shahsavar
Mahmood (Mac) J. Shahsavar,
Chairman, Chief Executive Officer, Chief Financial Officer and Director
| 15 |
Exhibit 31.1
Certification of CEO and CFO pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906
of the Sarbanes-Oxley Act of 2002.
I, Mahmood (Mac) J Shahsavar, certify that:
1. I have reviewed this Quarterly report on Form 10-Q of Brightrock Gold Corporation (FKA Go Call, Inc).;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Issuer’s internal control over financial reporting that occurred during the Registrant’s fiscal that has materially affected, or is reasonably likely to materially affect, the Issuer’s internal control over financial reporting.
5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditor and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
(a) All deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: March 14, 2025
/s/ Mahmood (Mac) J Shahsavar
Mahmood (Mac) J Shahsavar
Chief Executive Officer
Chief Financial Officer
Exhibit 32.1
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)
In connection with the quarterly report of Brightrock Gold Corporation (FKA Go Call, Inc). (the “Company”) on Form 10-Q for the period ending June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mahmood (Mac) J Shahsavar, Chief Executive Officer and Chief Financial Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Dated: March 14, 2025
/s/ Mahmood (Mac) J Shahsavar
Mahmood (Mac) J Shahsavar
Chief Executive Officer
Chief Financial Officer