RainEarth 10-Q 2009 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 FOR THE QUARTER ENDED JANUARY 31, 2009

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 FOR THE TRANSITION PERIOD FROM _____

Gold Rock Resources Inc.

(Name of small business issuer in its charter)

Commission File Number 000-52758

Nevada	N/A
(State or Other Jurisdiction of Organization)	(IRS Employer Identification #)

5A-56, No.21 Building, WuYi Garden,

TongZhou District, Beijing,

China, 101100

[Missing Graphic Reference](Address of principal executive offices, including zip code)

86-10- 89529187

[Missing Graphic Reference](Registrant's Telephone Number, Including Area Code)

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 [X] No [ ]

The Registrant is a Shell company. Yes [X] No [ ]

As of March 12, 2009, the Company has 20,000,000 shares of common stock issued and outstanding.

1

PART I. - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Gold Rock Resources Inc.
(An Exploration Stage Company)
Balance Sheets
(Expressed in US Dollars)
			January 31,		April 30,
			2009		2008
			(Unaudited)		(Audited)
	ASSETS
Current Assets
Cash		$	63,012	$	94,028
Total Current Assets			63,012		94,028
Mineral claim acquisition costs, less reserve for impairment of
$3,062 and $3,062, respectively			-		-
Total Assets		$	63,012	$	94,028
	LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities		$	14,486	$	14,047
Due to related party			45,021		45,021
Total current liabilities			59,507		59,068
Stockholders' Equity
Preferred stock, $0.00001 par value; authorized 1,000,000,000 shares,
Issued and outstanding: 0 and 0 shares, respectively		��	-		-
Common stock, $0.00001 par value; authorized 1,000,000,000 shares,
Issued and outstanding: 20,000,000 and 20,000,000  shares, respectively			200		200
Additional paid-in capital			125,685		118,935
Deficit accumulated during the exploration stage			-		(84,175)
Total stockholders' equity			125,885		34,960
Total Liabilities and Stockholders' Equity		$	185,392	$	94,028
See notes to financial statements.

Gold Rock Resources Inc.
(An Exploration Stage Company)
Statements of Operations
(Expressed in US Dollars)
(Unaudited)
										Cumulative during the
		Three months ended		Three months ended		Nine months ended		Nine months ended		exploration stage (March 14, 2006 to
		January 31, 2009		January 31, 2008		January 31, 2009		January 31, 2008		January 31, 2009)
Revenues	$	-	$	-	$	-	$	-	$	-
Expenses
Donated rent		750		750		2,250		2,250		8,625
Donated services		1,500		1,500		4,500		4,500		17,250
General and administrative		721		721		1,565		1,866		19,073
Mineral property impairment		-		-		-		-		3,062
Professional fees		3,068		1,500		29,890		3,004		74,370
Total Costs and Expenses		6,039		4,471		38,205		11,620		122,380
Net Loss	$	(6,039)	$	(4,471)	$	(38,205)	$	(11,620)	$	(122,380)
Net Loss per share
Basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Number of common shares used to compute loss per share
Basic and Diluted		20,000,000		20,000,000		20,000,000		13,525,180
See notes to financial statements.

Gold Rock Resources Inc.
(An Exploration Stage Company)
Statements of Stockholders' Equity
For the period March 14, 2006 (Inception) to January 31, 2009
(Expressed in US Dollars)
	Common Stock, $0.00001 Par Value				Additional Paid-in Capital		Deficit Accumulated During the Exploration Stage		Total Stockholders' Equity
	Shares		Amount
Common stock issued for cash
at a price of $0.000001 per share	10,000,000	$	100	$	(90)	$	-	$	10
Donated services and rent	-		-		1,125		-		1,125
Net loss	-		-		-		(19,175)		(19,175)
Balance, April 30, 2006	10,000,000		100		1,035		(19,175)		(18,040)
Donated services and rent	-		-		9,000		-		9,000
Net loss	-		-		-		(30,490)		(30,490)
Balance, April 30, 2007	10,000,000		100		10,035		(49,665)		(39,530)
Sale of shares in public
offering at $0.01 per share	10,000,000		100		99,900		-		100,000
Donated services and rent	-		-		9,000		-		9,000
Net loss	-		-		-		(34,510)		(34,510)
Balance, April 30, 2008	20,000,000	$	200	$	118,935	$	(84,175)	$	34,960
Unaudited:
Donated services and rent	-		-		2,250		-		2,250
Net loss	-		-		-		(20,951)		(20,951)
Balance, July 31, 2008	20,000,000	$	200	$	121,185	$	(105,126)	$	16,259
Donated services and rent	-		-		2,250		-		2,250
Net loss	-		-		-		(11,215)		(11,215)
Balance, October 31, 2008	20,000,000	$	200	$	123,435	$	(116,341)	$	7,294
Donated services and rent	-		-		2,250		-		2,250
Net loss	-		-		-		(6,039)		(6,039)
Balance, January 31, 2009	20,000,000	$	200	$	125,685	$	(122,380)	$	3,505

See notes to financial statements.

Gold Rock Resources Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)
		Nine months ended January 31, 2009		Nine months ended January 31, 2008		Cumulative during the  exploration stage(March 14, 2006 to January 31, 2009)
Cash Flows from Operating Activities
Net loss	$	(38,205)	$	(11,620)	$	(122,380)
Adjustments to reconcile net loss to net cash
used for operating activities:
Impairment of mineral claim acquisition costs		-		-		3,062
Donated services		4,500		4,500		17,250
Donated rent		2,250		2,250		8,625
Changes in operating assets and liabilities
Accounts payable and accrued liabilities		439		(5,264)		14,486
Net cash provided by (used for) operating activities		-31,016		(10,134)		(78,957)
Cash Flows from Investing Activities
Mineral claim acquisition costs incurred		-		-		(3,062)
Net cash provided by (used for) investing activities		-		-		(3,062)
Cash Flows from Financing Activities
Loans from related party		-		-		45,021
Proceeds from sales of common stock		-		100,000		100,010
Net cash provided by (used for) financing activities		-		100,000		145,031
Increase (decrease) in cash		(31,016)		89,866		63,012
Cash, beginning of period		94,028		16,114		-
Cash, end of period	$	63,012	$	105,980	$	63,012
Supplemental disclosures of cash flow information:
Interest paid	$	-	$	-	$	-
Income taxes paid	$	-	$	-	$	-
See notes to financial statements.

GOLD ROCK RESOURCES INC.

(An Exploration Stage Company)

Notes to the Financial Statements

January 31, 2009

(Unaudited)

Note 1.  Interim Financial Statements

The unaudited financial statements as of January 31, 2009 and for the three and nine months then ended, and for the period March 14, 2006 (inception) to January 31, 2009, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q.  In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of January 31, 2009 and the results of operations and cash flows for the periods ended January 31, 2009 and 2008.  The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited.  The results for the nine month period ended January 31, 2009 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending April 30, 2009. The balance sheet at April 30, 2008 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended April 30, 2008 as included in our report on Form 10-K filed July 28, 2008.

On July 11, 2008, the Company effected a 10 for 1 forward stock split of its common stock, thereby increasing the number of issued and outstanding common shares from 2,000,000 shares to 20,000,000 shares and the number of authorized common and preferred shares from 100,000,000 shares to 1,000,000,000 shares. The financial statements have been retroactively adjusted to reflect this stock split.

Note 2. Organization and Business Operations

Gold Rock Resources Inc. (the “Company”) was incorporated in the State of Nevada on March 14, 2006, and that is the inception date. The Company is an Exploration Stage Company as defined by Statement of Financial Accounting Standard (SFAS) No.7, "Accounting and Reporting for Development Stage Enterprises". The Company has acquired a mineral property located in the Province of British Columbia, Canada, and has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of the amounts from the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying property, the ability of the Company to obtain necessary financing to explore and develop the property, and upon future profitable production or proceeds from the sale thereof.

Note 3. Related Party Balances/Transactions

a) During the nine months ended January 31, 2009 and 2008, the Company recognized a total of $4,500 for donated services at $500 per month and $2,250 for donated rent at $250 per month provided by the President of the Company at no cost.

b) At January 31, 2009, the Company is indebted to a significant stockholder and former president and director of the Company for $45,021, which is non-interest bearing, unsecured and due on demand.

Note 4. Mineral Properties

In April 2006, the Company, through its former president and director, acquired 100% of the right, title and interest in a mining claim representing 14 contiguous cells and covering an area of 725 acres.  The property is situated on the eastern-flank of the Summers Creek Valley.  It lies about the Rampart Lake road approximately 11 miles due north of the Town of Princeton (formerly known as Vermillion Forks), British Columbia, Canada. Payment of $3,062 was required to record this mining claim and was paid on April 7, 2006, and the claim is in good standing to April 18, 2009. The claim is registered in the name of the former president of the Company, who has agreed to hold the claim in trust on behalf of the Company.  The claim has no present tangible value and a provision for impairment of $3,062 was charged to operations at April 30, 2006.

Note 5. Preferred Stock - Terms and Conditions

The preferred stock may be divided into, and issued, in series. The Board of Directors of the Company is authorized to divide the authorized shares of preferred stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. The Board of Directors of the Company is authorized, within any limitations prescribed by law and this Article, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including but not limited to the following:

a) The rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue;

b) Whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;

c) The amount payable upon shares in the event of voluntary or involuntary liquidation;

d) Sinking fund or other provisions, if any, for the redemption or purchase of shares;

e) The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion;

f) Voting powers, if any, provided that if any of the preferred stock or series thereof shall have voting rights, such preferred stock or series shall vote only on a share for share basis with the common stock on any matter, including but not limited to the election of directors, for which such preferred stock or series has such rights; and,

g) Subject to the foregoing, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as the Board of Directors of the Company may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada.

The Company shall not declare, pay or set apart for payment any dividend or other distribution (unless payable solely in shares of common stock or other class of stock junior to the preferred stock as to dividends or upon liquidation) in respect of common stock, or other class of stock junior the preferred stock, nor shall it redeem, purchase or otherwise acquire for consideration shares of any of the foregoing, unless dividends, if any, payable to holders of preferred stock for the current period (and in the case of cumulative dividends, if any, payable to holder of preferred stock for the current period and in the case of cumulative dividends, if any, for all past periods) have been paid, are being paid or have been set aside for payments. In the event of the liquidation of the Company, holders of preferred stock shall be entitled to receive, before any payment or distribution on the common stock or any other class of stock junior to the preferred stock upon liquidation, a distribution per share in the amount of the liquidation preference, if any, fixed or determined in accordance with the terms of such preferred stock plus, if so provided in such terms, and amount per share equal to accumulated and unpaid dividends in respect of such preferred stock (whether or not earned or declared) to the date of such distribution.

Neither the sale, lease or exchange of all or substantially all of the property and assets of the Company, nor any consolidation or merger of the Company, shall be deemed to be a liquidation for the purposes of these terms and conditions.

Note 6. Public Offering

On February 1, 2007, the Securities and Exchange Commission declared effective the Company’s Form SB-2 Registration Statement relating to a public offering of up to 20,000,000 shares of common stock at $0.01 per share, or $200,000 total.  On October 26, 2007, the Company completed its public offering. A total of 10,000,000 shares of common stock were sold, resulting in gross proceeds to the Company of $100,000.

Note 7. Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. At January 31, 2009, the Company had a net operating loss carry forward of $96,505, which expires $18,050 in 2026, $21,490 in 2027, $25,510 in 2028 and $ 31,455 in 2029. Pursuant to SFAS No.109, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of the net operating loss have not been recognized in these financial statements because the Company has not determined it to be more likely than not that it will utilize the net operating loss carry forward in future years. At January 31, 2009, the valuation allowance established against the deferred tax asset is $32,812.

Current United States income tax laws limit the amount of loss available to offset against future taxable income when a substantial change on ownership occurs.  Therefore, the amount available to offset future taxable income may be limited.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Overview of the Company's Business

We are a start-up, exploration stage Corporation and have not yet generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. Our only other source for cash at this time is investments by others. We must raise cash to implement our project and stay in business. If we raise the minimum amount of money in the public offering, we believe it will last twelve months.

We will be conducting research in the form of exploration of the property. We are not going to buy or sell any plant or significant equipment during the next twelve months.

We do not own any interest in any property, but merely have the right to conduct exploration activities on one property. Even if we complete our current exploration program and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit, a reserve.

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.

If we are unable to complete any phase of exploration because we don't have enough money, we will cease activities until we raise more money. If we can't or don't raise more money, we will cease activities. If we cease activities, we don't know what we will do and we don't currently have any plans for such eventuality.

We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we must conduct the research and exploration of our property before we start production of any minerals we may find.

We have no assurance that future financing will be available to us on acceptable terms.

If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

For the Three Months ended January 31, 2009

Operating Revenues. Operating revenues for the three months ended January 31 of 2009 and 2008 were both $nil.

Operating Expenses. The Company's operating expenses totalled $6,039 for the quarter ended January 31 of 2009, compared to $4,471 for the same quarter of 2008. The change was contributed to increased general and administrative expenses.

Loss from Operations. The Company has recorded a loss of $6,039 for the quarter ended January 31 of 2009, compared to a loss of $4,471 for 2008. The difference was caused by increased general and administrative expenses.

Net Loss. The Company had a net loss of $6,039 and $4,471 for the quarter ended January 31 of 2009 and 2008, following an increase in general and administrative expenses.

Liquidity and Capital Resources

Cash balances as of January 31, 2009 and April 30, 2008 were $63,012 and $94,028.

As of January 31 of 2009, our total assets were $63,012 and total liabilities were $59,507.

Off Balance Sheet Arrangements

We do not have any obligations that meet the definition of an off-balance-sheet arrangement that have or are reasonably likely to have a material effect on our financial statements, which has not been consolidated.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S., or GAAP, requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available for such items as depreciable lives. The Company revises the recorded estimates when better information is available, facts change or actual amounts can be determined. These revisions can affect operating results.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4. CONTROLS AND PROCEDURES

Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.

There were no changes in our internal controls or in other factors during the period covered by this report that have materially affected, or are likely to materially affect the Company's internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None.

ITEM 1A- RISK FACTORS

There were no material changes to Risk Factors disclosed in the Form 10-K for the year ended April 30, 2008 filed on August 12, 2008.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS

(a) The following exhibits are included herein:

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 12th day of March, 2009

Gold Rock Resources Inc.
(the "Registrant")
BY:	/s/ YongFu Zhu
	YongFu Zhu, President, Principal Executive Officer
BY:	/s/ TianHui Yin
	TianHui Yin, Secretary, Treasurer, Principal Financial Officer and Principal Accounting Officer