UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10Q /A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2008
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b - 2 of the Exchange Act)
Yes No
Commission File Number 000-52758
Gold Rock Resources Inc.
(Name of small business issuer in its charter)
| Nevada | N/A |
| (State or Other Jurisdiction of Organization) | (IRS Employer Identification #) |
5A-56, No.21 Building, WuYi Garden,
TongZhou District, Beijing,
China, 101100
(Address of principal executive offices, including zip code)
86-10- 89529187
(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 December 15, 2008, the Company has 20,000,000 shares of common stock issued and outstanding.
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EXPLANATORY NOTE
Gold Rock Resources Inc.(the “Company”) is filing this Amendment No. 1 to Form 10-Q on Form 10-Q/A (this “Amendment”) to amend its Annual Report on Form 10-Q for the Quarterly Period ended October 31, 2008, which was originally filed with the Securities and Exchange Commission on December 12, 2008 (the “Initial Filing”), to amend Statement of Cash flow and Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 in the Initial Filing.
The Company has revised its Statement of Cash flow to properly present the subtotals and total cash due to clerical errors.
The Company has revised its Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 in Exhibit 31.1 and Exhibit 31.2 to be in the exact form set forth in Item 601 of Regulation S-K.
Except for the amended disclosure contained herein, this Amendment does not modify or update disclosures contained in the Initial Filing.
Form 10-Q for the period ended October 31, 2008
TABLE OF CONTENTS
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| (An Exploration Stage Company) | ||||
| Balance Sheets | ||||
| (Expressed in US Dollars) | ||||
| October 31, | April 30, | |||
| 2008 | 2008 | |||
| ASSETS | (Unaudited) | (Audited) | ||
| Current Assets | ||||
| Cash | $ | 66,813 | $ | 94,028 |
| Total Current Assets | 66,813 | 94,028 | ||
| Mineral claim acquisition costs, less reserve for impairment of | ||||
| $3,062 and $3,062, respectively | - | - | ||
| Total Assets | $ | 66,813 | $ | 94,028 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Current Liabilities | ||||
| Accounts payable and accrued liabilities | $ | 14,498 | $ | 14,047 |
| Due to related party | 45,021 | 45,021 | ||
| Total current liabilities | 59,519 | 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 | 123,435 | 118,935 | ||
| Deficit accumulated during | ||||
| the exploration stage | (116,341) | (84,175) | ||
| Total stockholders' equity | 7,294 | 34,960 | ||
| Total Liabilities and Stockholders' Equity | $ | 66,813 | $ | 94,028 |
| See notes to financial statements. | ||||
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| (An Exploration Stage Company) | ||||||||||
| Statements of Operations | ||||||||||
| (Expressed in US Dollars) | ||||||||||
| (Unaudited) | ||||||||||
Three months ended October 31, 2008 | Three months ended October 31, 2007 | Six months ended October 31, 2008 | Six months ended October 31, 2007 | Cumulative during the exploration stage (March 14, 2006 to October 31, 2008) | ||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | $ | - |
| Expenses | ||||||||||
| Donated rent | 750 | 750 | 1,500 | 1,500 | 7,875 | |||||
| Donated services | 1,500 | 1,500 | 3,000 | 3,000 | 15,750 | |||||
| General and administrative | 196 | 789 | 844 | 1,145 | 18,352 | |||||
| Mineral property impairment | - | - | - | - | 3,062 | |||||
| Professional fees | 8,769 | 1,504 | 26,822 | 1,504 | 71,302 | |||||
| Total Costs and Expenses | 11,215 | 4,543 | 32,166 | 7,149 | 116,341 | |||||
| Net Loss | $ | (11,215) | $ | (4,543) | $ | (32,166) | $ | (7,149) | $ | (116,341) |
| 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 | 10,065,218 | 20,000,000 | 10,326,090 | ||||||
| See notes to financial statements. | ||||||||||
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| (An Exploration Stage Company) | |||||||||
| Statements of Stockholders' Equity | |||||||||
| For the period March 14, 2006 (Inception) to October 31, 2008 | |||||||||
| (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 |
| See notes to financial statements. | |||||||||
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| (An Exploration Stage Company) | ||||||
| Statements of Cash Flows | ||||||
| (Expressed in US Dollars) | ||||||
| (Unaudited) | ||||||
Six months ended October 31, 2008 | Six months ended October 31, 2007 | Cumulative during the exploration stage (March 14, 2006 to October 31, 2008) | ||||
| Cash Flows from Operating Activities | ||||||
| Net loss | $ | (32,166) | $ | (7,149) | $ | (116,341) |
| Adjustments to reconcile net loss to net cash | ||||||
| used for operating activities: | ||||||
| Impairment of mineral claim acquisition costs | - | �� - | 3,062 | |||
| Donated services | 3,000 | 3,000 | 15,750 | |||
| Donated rent | 1,500 | 1,500 | 7,875 | |||
| Changes in operating assets and liabilities | ||||||
| Accounts payable and accrued liabilities | 451 | (5,897) | 14,498 | |||
| Net cash provided by (used for) operating activities | -27,215 | (8,546) | (75,156) | |||
| 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 | - | - | 45,021 | |||
| Loans from related party | - | 100,000 | 100,010 | |||
| Proceeds from sales of common stock | - | 100,000 | 145,031 | |||
| Net cash provided by (used for) financing activities | (27,215) | 91,454 | 66,813 | |||
| Increase (decrease) in cash | 94,028 | 16,114 | - | |||
| Cash, beginning of period | $ | 66,813 | $ | 107,568 | $ | 66,813 |
| Cash, end of period | $ | 160,841 | $ | 123,682 | $ | 66,813 |
| Supplemental disclosures of cash flow information: | ||||||
| Interest paid | $ | - | $ | - | $ | - |
| Income taxes paid | $ | - | $ | - | $ | - |
| See notes to financial statements. | ||||||
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(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2008
(Unaudited)
Note 1. Interim Financial Statements
The unaudited financial statements as of October 31, 2008 and for the three and six months then ended, and for the period March 14, 2006 (inception) to October 31, 2008, 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 October 31, 2008 and the results of operations and cash flows for the periods ended October 31, 2008 and 2007. 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 six month period ended October 31, 2008 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.
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Note 3. Related Party Balances/Transactions
a) During the six months ended October 31, 2008 and 2007, the Company recognized a total of $3,000 for donated services at $500 per month and $1,500 for donated rent at $250 per month provided by the President of the Company at no cost.
b) At October 31, 2008, 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.
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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 October 31, 2008, the Company had a net operating loss carry forward of $92,716, which expires $18,050 in 2026, $21,490 in 2027, $25,510 in 2028 and $ 27,666 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 October 31, 2008, the valuation allowance established against the deferred tax asset is $31,523.
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.
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PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. PROSPECTIVE SHAREHOLDERS SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD - LOOKING STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING, CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD - LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.
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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.
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Results of Operations
For the Three Months ended October 31, 2008
Operating Revenues. Operating revenues for the three months ended October 31 of 2008 and 2007 were both $nil.
.
Operating Expenses. The Company's operating expenses totaled $11,215 for the quarter ended October 31, 2008, compared to $4,543 for the same quarter of 2007. The change was contributed to increased general and administrative expenses.
Loss from Operations. The Company has recorded a loss of $11,215 for the quarter ended October 31, 2008, compared to a loss of $4,543 for 2007. The difference was caused by increased general and administrative expenses.
Net Loss. The Company had a net loss of $11,215 and $4,543 for the quarter ended October 31 of 2008 and 2007, following an increase in general and administrative expenses.
Liquidity and Capital Resources
As of the date of this quarterly report, we have yet to generate any revenues from our business activities.
Cash balances as of October 31, 2008 and April 30, 2008 were $66,813 and $94,028
Net cash provided by financial activities for six months ended October 31 of 2008 and 2007 were $nil and $100,000 respectively of which $100,000 was gained through sale of the Company’s common stocks in a public offering in October 2007.
As of October 31, 2008, our total assets were $66,813 and total liabilities were $59,519.
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.
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None
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.
There have been no changes in our internal control over financial reporting during our last fiscal quarter that hve materially affected or are reasonably likely to materially affect our internal control over financial reporting.
13
None.
There were no material changes to Risk Factors disclosed in this Form 10-Q for the quarter ended October 31, 2008.
None.
None.
None.
None.
| Exhibit No. | Document Description |
| 31.1 | |
| 31.2 | |
| 32.1 | |
| 32.2 | |
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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 9 th day of April, 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 | ||
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