U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission file number:
(Name of Small Business Issuer in its charter)
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Indicate by check mark whether the registrant (1) filed all reports
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Indicate by check mark whether the registrant has submitted electronically
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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 and post such files).
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.
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Large accelerated filer ☐ Emerging growth company |
Accelerated filer ☐ Smaller reporting 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 ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| NONE | NONE | NONE |
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: At May 05, 2026, the registrant had outstanding shares of common stock, par value $0.001 per share.
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TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLD ROCK HOLDINGS, INC.
FINANCIAL REPORTS
AT
March 31, 2026
INDEX TO FINANCIAL STATEMENTS
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Gold Rock Holdings, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | $ | $ | ||||||
| Accrued Board of Director/Officer Compensation | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Preferred Stock | ||||||||
| Preferred A shares - $ Par, Shares Authorized, -- Issued and Outstanding | ||||||||
| Stockholders' Deficit | ||||||||
| Common Stock - $ Par; Shares Authorized, and Issued and Outstanding, Respectively | ||||||||
| Additional Paid-In-Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Gold Rock Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
| Three Months Ended March 31, | 2026 | 2025 | ||||||
| Sales | $ | $ | ||||||
| Cost of Sales | ||||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| Advertising | ||||||||
| Board of Director/Officer Compensation | ||||||||
| Consulting | ||||||||
| General and Administrative | ||||||||
| Total Expenses | ||||||||
| Net Loss for the Period | $ | ( | ) | $ | ( | ) | ||
| Weighted Average Number of Common Shares -Basic and Diluted | ||||||||
| Net Loss for the Period Per Common Shares -Basic and Diluted | $ | ) | $ | ) | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Gold Rock Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
| Three Months Ended March 31, | 2026 | 2025 | ||||||
| Cash Flows from Operating Activities | ||||||||
| Net Loss for the Period | $ | ( | ) | $ | ( | ) | ||
| Changes in Assets and Liabilities: | ||||||||
| Accounts Payable and Accrued Expenses | ( | ) | ||||||
| Accrued Board of Director/Officer Compensation | ||||||||
| Net Cash Flows Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Cash Flows from Financing Activities | - | - | ||||||
| Net Change in Cash | ( | ) | ( | ) | ||||
| Cash - Beginning of Period | ||||||||
| Cash - End of Period | $ | $ | ||||||
| Cash Paid During the Period for: | ||||||||
| Interest | $ | $ | ||||||
| Income Taxes | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Gold Rock Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - UNAUDITED
| Common Stock | Additional | Total | ||||||||||||||||||
| $0.001 Par | Paid-In | Accumulated | Stockholders' | |||||||||||||||||
| Three Months Ended March 31, 2025 | Shares | Amount | Capital | Deficit | Equity | |||||||||||||||
| Balance - January 1, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||
| Balance - March 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common Stock | Additional | Total | ||||||||||||||||||
| $0.001 Par | Paid-In | Accumulated | Stockholders' | |||||||||||||||||
| Three Months Ended March 31, 2026 | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance - January 1, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||
| Balance - March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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GOLD ROCK HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
NOTE 1 – Organization & Description of Business
The Company was incorporated in the State of Nevada in February 1997 as Affordable Homes of America. In March 1999 we merged into Kowtow, Inc. and changed our name to Affordable Homes of America, Inc. On October 12, 2000, we changed our name to World Homes, Inc. and on August 23, 2001, we changed our name to Composite Industries of America, Inc. On September 02, 2004, the Company changed its name to Gold Rock Holdings, Inc. On January 08, 2009, the Company changed their name to The Affordable Homes Group, Inc. On March 01, 2011, the Company changed its name to Global Green Group, Inc. On January 09, 2015, the Company changed its name back to Gold Rock Holdings, Inc., the current name of the Company. In 2019, Gold Rock Holdings, Inc. established itself as a provider of engineering and construction management services producing site-plans, construction drawings, cost computations, fiber network designs, and other related construction services. The Company changed its business model from engineering and construction management services, as a result of a change in control on October 2, 2023. Gold Rock intends to grow and further establish itself through mergers, acquisition and management of technological assets. On December 12, 2023, the Company formed a wholly owned subsidiary in the State of Wyoming by the name of Loot 8, Inc. Loot8 Inc., had no activity through December 31, 2023. Loot8, Inc. currently is in the beta testing phase of its business and has no revenue. However, it has developed a Web3 content management system (CMS) pioneering the “Relationship Economy” through SocialFi, and a new monetization model. This model is designed to empower individuals with compelling stories to monetize their relationships beyond traditional influencer models. Gold Rock Holdings, Inc.'s K-Project AI Division have successful completed beta testing on two applications (App) platforms, SAID (Speech Artificial Intelligence On Demand) translation App and the ZoneZ sports AI App. The Company is now moving forward with these apps for commercializations.
NOTE 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated balance sheet has been derived from the December 31, 2025 audited financial statements and the unaudited condensed consolidated financial statements as of March 31, 2026 and 2025, have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements and related footnotes included in our Annual report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”). It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for fair condensed consolidated financial statements presentation. Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results of operations expected for the year ending December 31, 2026.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Gold Rock Holdings, Inc., and its wholly owned subsidiary, Loot8 Inc., (the “Company”). All significant inter-company balances have been eliminated in consolidation.
Method of Accounting
The Company’s consolidated financial statements have been prepared and presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”)
Use of Estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management 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.
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GOLD ROCK HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
NOTE 2 – Summary of Significant Accounting Policies - continued
Cash and Cash Equivalents
Cash and cash equivalents may include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions located in the United States, which periodically may exceed federally insured amounts.
Earnings (loss) per share of common stock are computed in accordance with FASB ASC 260 “Earnings per Share”. Basic earnings (loss) per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and
diluted earnings (loss) per share.
We account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments, including grants of stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.
Fair Value of Financial Instruments
The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts payable and accrued liabilities approximate fair value given their short-term nature or effective interest rates.
Revenue Recognition
The Company implemented ASC 606, Revenue from Contracts with Customers. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.
The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.
NOTE 3 – Recently Issued Accounting Standards
The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including the new lease standard. The Company does not have any leases and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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GOLD ROCK HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
NOTE 4 – Going Concern
The Company’s consolidated financial statements have been presented
on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. The Company has an accumulated deficit of $
NOTE 5 – Related Party Transactions
The Company has a consulting agreement with a majority shareholder/board
of director. The agreement is for $
The Company entered into a compensation agreement with the Company’s
Chief Financial Officer and Secretary for a three (3) year term effective January 1, 2023, in the amount of $
The Company utilizes the services of Yes International Inc., which
is controlled by Mr. Richard Kaiser who is a member of the Board of Directors. Yes International provides all services at no cost except
for press release wire services and filing fees. For the three months ended March 31, 2026 and 2025 the Company paid press release wire
services and filing fees in the amount of $
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GOLD ROCK HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
NOTE 6 – Stock
Preferred Stock
Preferred stock consists of shares authorized at $ par value. Preferred stock are blank check and have no conversion, dividend or voting rights. On January 11, 2024, the Company designated to be classified as Series A preferred. Series A have voting rights equal to 25 common stock votes, have the same rights to liquidation as common and have no dividend or conversion rights. At March 31, 2026 and December 31, 2025, there were -- preferred shares issued and outstanding.
Common Stock
Common stock consists of shares authorized at $ par value. At March 31, 2026 and December 31, 2025, there were shares issued and outstanding.
NOTE 7 – Sponsorship Commitment
On February 13, 2024, Loot8, Inc., the
NOTE 8 – Concentrations
For the three months ended March 31, 2025, the Company’s sales
were with two (2) customers and amounted to $
NOTE 9 – Subsequent Events
In accordance with ASC 855-10, the Company has analyzed its operations
subsequent to March 31, 2026 to the date of May 5, 2026 and has determined that it does have material subsequent events to disclose in
these financial statements. On April 1, 2026, the Company received a legal settlement in the amount of $
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with our financial statements and related notes thereto included in Part I, Item 1, above.
Forward-Looking Statements
Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:
| · | our future strategic plans |
| · | our future operating results; |
| · | our business prospects; |
| · | our contractual arrangements and relationships with third parties; |
| · | the dependence of our future success on the general economy; |
| · | our possible future financing; and |
| · | the adequacy of our cash resources and working capital. |
From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.
The risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.
The financial information set forth in the following discussion should be read in conjunction with the financial statements of Gold Rock Holdings, Inc. included elsewhere herein.
Business
Gold Rock Holdings, Inc., (Gold Rock) a Nevada corporation, is a holding company that acquires technological assets.
The Company changed its business model from engineering and construction management services, as a result of a change in control on October 2, 2023.
Gold Rock intends to grow and further establish itself through mergers, acquisitions, and management of technological assets. As such, Gold Rock Holdings, Inc. (the "Company") announced on December 12, 2023, that it formed a Wyoming corporation by the name of LOOT8, Inc. as its operating wholly-owned subsidiary. LOOT8, Inc. acquired certain intellectual property known as "LOOT8." LOOT8 is a Web3 Commerce and Content Management Engine Software. At its core, it harnesses the power of multiple public blockchains alongside the IPFS file system, with a user-friendly interface akin to Web2. LOOT8 is engineered to cater to a variety of enterprise necessities including digital product passports, private communication channels, and loyalty programs, among others. LOOT8 provides enterprises the capability to oversee and manage their content on IPFS nodes, leveraging Artificial Intelligence (AI) to make the underlying content interactive as a way to enable small businesses and content creators to scale at a faster pace and to create unique experiences.
LOOT8, Inc. currently in its infancy in marketing its Web3 online platform phase of its business and has nominal revenue. However, it has developed a Web3 content management system (CMS) pioneering the “Relationship Economy” through SocialFi, and a new monetization model. This model is designed to empower individuals with compelling stories to monetize their relationships beyond traditional influencer models.
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The new monetization model is made up of three discrete revenue streams. It is planned that the first stream will be a direct-to-consumer (D2C) model where LOOT8 will employ Web3 technology to manage collectibles and fan engagements. Key initiatives include athletes', musicians', and influencers' Name, Image, and Likeness (NIL) rights, and revenue generation through a 10% transaction fee on subscriptions and digital collectible sales. The model also includes a collaboration with LBX Food Robotics for vending machines at universities and other venues, which serve as sales points for digital memorabilia and collectible availability. The second anticipated revenue stream targets the youth market. LOOT8 plans to leverage high-profile athletes, musicians, and influencers to create personalized, customizable avatars. This feature is expected to contribute to revenue through a 10% transaction fee on cosmetic items for AI companions, while maintaining these digital assets on LOOT8’s platform. The third anticipated stream will utilize an enterprise model, leveraging Marcus Daley, GRHI's CEO's background with NeuralMetrics, towards Software as a Service (SaaS) and Platform as a Service (PaaS) licensing models. The Company plans to focus on Annual Contract Value (ACV) and Annual Recurring Revenue (ARR) from corporate clients. This approach will allow the Company to address enterprise needs in digital agent, persona and workflow solutions that accelerate existing business use-cases. For purposes of authenticity and compliance, the offerings optionally leverage digital product passport type solutions that address regulations in Europe and similar use-cases globally.
In June 2024, the Company began AI development work utilizing unique artificial intelligence (AI) language model persona, creating AI agent applications uniquely suited for a variety of industrial, commercial and enterprise applications. The AI coding and language modeling is handled through the Company’s K-Project division.
In January 2025, the Company's wholly-owned subsidiary LOOT8, Inc. launched its "Singer and Song Writer Contest" on its Web3 social media platform. Contestants performed unique and original songs live on the platform and the winner received $900 and was able to perform with country music stars at Nashville's CRS (Country Radio Seminar) in February 2025. LOOT8, Inc. received a small sponsorship amount from a sponsor in the amount of $1,500. Even though the event was a great success in terms of showcasing the attributes of the LOOT8, Inc.'s web3 technical and social media attributes the cost to launch the contest outweighed the sponsorship amounts received.
In October 2025, the Company's K-Project Division successfully completed a beta version of its ZoneX sports AI application (App). The app allows for an almost instantaneously interaction on the field of play for many sports. Coaches and players alike can visible see both defensive and offensive plays, and can use the AI data to assist in making adjustments during playtime to enhance athletic performances with the goal in providing a competitive advantages during game times. The Company is actively marketing ZoneX with the hopes of widespread commercialization. Subsequently, on April 30, 2026, the Company signed a contract with a customer on its ZoneX sports AI application.
During the three months ending March 31, 2026, the Company's K-Project division worked tirelessly on its SAID (Speech Artificial Intelligence On Demand) translation application (App). The App allows for almost instantaneously translations on any device without any internet and cloud connectivity. Management believes that the App could have an enormous application for a number of industry wide uses, including but not limited to health care, first responders, travel, sports, law enforcement, governmental agencies, and other industries. The App is available on all platforms for end-users seeking immediate and effortless translations of over approximately one hundred (100+) different languages.
GRHI's management business plan is to fully deploy, market and utilize its LOOT8 platform, expanding blockchain innovation in digital assets, the SocialFi revolution, and expanding into direct-to-business relationships, and build forward it's K Project Division, focusing on its AI software solutions and programs. The K- Project expects to expand its sale and marketing of its unique language learning services and other AI initiatives tools that can be utilized to create specific AI personas for a number of industries, including but not limited to health care, law enforcement, governmental agencies, education, shipping logistics, travel, sports teams and other industries. The K Project has AI persona coding services for any client's specific operational needs.
Gold Rock Holdings, Inc. maintains an executive office in Virginia Beach, Virginia where all marketing, sales, and customer supports activities are implemented.
Compensation Agreements
The Company entered into an employment contract with Mr. Kaiser for his roles as CFO/Secretary/Director for a six months, January 02, 2026 until June 30, 2026. The agreement calls for $6,250 per month, totaling $37,500. At the end of the agreement, June 30, 2026, the parties agree that Richard Kaiser may continue under this contract on a month-to-month basis, with 30 days' notice of discontinuation, and that all payment terms and conditions agreed to in the agreement will remain in effect. Or another longer-term contract may be entered into at the end of this agreement (See Exhibit 10.01).
The Company has a consulting agreement with Mr. Kaiser's Company, YES INTERNATIONAL, LLC., for general consulting services and to provide executive office space for Gold Rock Holdings, Inc. The agreement is on a month-to-month basis for $1,000 per month with a 30-day advance notice to discontinue services.
On February 6, 2025, the Company announced that Anthony Denkinger was appointed as Chief Operations Officer (COO) of Gold Rock Holdings, Inc. Mr. Denkinger doesn't have a compensation agreement with Gold Rock Holdings, Inc. Anthony Denkinger on February 1, 2024 entered into a 2-year employment contract with the Company's wholly owned subsidiary LOOT8, Inc. whereas he is the CEO. The parent Company Gold Rock Holdings, Inc. paid him as the COO of LOOT8, Inc. $10,000 per month with $2,500 being deferred; accrued payment not expected until such time when the Company and/or wholly subsidiary has stronger financial status. Currently, Mr. Denkinger's contract with LOOT8, Inc.'s had expired February 2026, and the Company has yet to enter into another agreement. Thus, Mr. Denkinger has no compensation agreements with Gold Rock Holdings, Inc. and LOOT8, Inc. as of the date of this filing. He is still the Chief Operations Officer (COO) of Gold Rock Holdings, Inc. and the Chief Executive Officer (CEO) of LOOT8, Inc.
Mr. Marcus Daley, Chief Executive Officer and Director, and Mr. Merle Ferguson, President and Chairman of Gold Rock Holdings, Inc. have no compensation agreements with the Company as of the date of this filing. Each agreed to enter into agreements at a future time when the Company has a stronger financial status.
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Preferred Stock
Preferred stock consists of 50,000,000 shares authorized at $0.001 par value. Preferred stock are blank check and have no conversion, dividend or voting rights. On January 11, 2024, the Company designated 20,000,000 to be classified as Series A preferred. Series A have voting rights equal to 25 common stock votes, have the same rights to liquidation as common and have no dividend or conversion rights. At March 31, 2026 and December 31, 2025, there were -0- preferred shares issued and outstanding.
Common Stock
Common stock consists of 850,000,000 shares authorized at $0.001 par value. At March 31, 2026 there were 238,216,969 shares issued and outstanding.
Current Directors
The following table provides information concerning our officers and directors. All directors hold office until the next annual meeting of stockholders or until their successors have been elected and qualified.
| Marcus Daley | Director/CEO |
| Merle Ferguson | Chairman / President |
| Richard Kaiser | Director/CFO/Secretary |
| Anthony Denkinger | Chief Operations Officer (1) |
(1) Anthony Denkinger is the Chief Executive Officer of LOOT8, Inc. the Company's wholly-owned subsidiary.
Transfer Agent
Our transfer agent is Legacy Stock Transfer, Inc. whose address is 14673 Midway Road, Suite 220, Addison, Texas, 75001 and its telephone number, 972-612-4120.
Company Contact Information
Our principal executive and subsidiary offices are located at 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454, telephone (757) 306-6090. The information to be contained on our website, www.goldrockholdings.com, shall not constitute part of this report.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overall Operating Results:
Three Months – March 31, 2026 and 2025 Statements
The sales revenue for the three months ended March 31, 2026 and for the three months ended March 31, 2025 were $-0- and $67,500 respectively. During the three months ended March 31, 2026, the Company through its K - Project AI division, and the Company's LOOT8, Inc. wholly owned subsidiary's Web3 content management system had no revenues and had no customers. During the three months ended March 31, 2025, the Company through its K - Project AI division and its LOOT8, Inc. wholly owned subsidiary's Web3 content management system had $67,500 from two (2) customers.
The Cost of Goods Sold for the three months ended March 31, 2026 was $-0- and the Cost of Goods Sold for the three months ended March 31, 2025 was $-0-.
Gross Margins for the three months ended March 31, 2026 was 0%, and during the same period in March 31, 2025, Gross Margins were 100%.
Gross Profit for the three months ended March 31, 2026 was $-0- and for the three months ended March 31, 2025 was $67,500.
Operating expenses for three months ended March 31, 2026 totaled $78,908 from Board of Directors/Officer Compensation, Consulting fees, and General and Administrative Expenses compared to $146,655 for the three months ended March 31, 2025. This decrease in the three months ended March 31, 2026, compared to the same period ended March 31, 2025 was attributed to decrease in Advertising cost, Consulting fees, Board of Directors/Officer Compensation, and General and Administrative Expenses.
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Net Income (Loss):
Net Loss for the three months ended March 31, 2026 was $78,908, and the Net Loss for the three months ending March 31, 2025 was $79,155.
Liquidity and Capital Resources:
As of March 31, 2026, the Company’s assets totaled $75,482 which consisted of $75,481 in cash. Our total liabilities were $156,7009 which consisted of Accounts Payable and Accrued Expenses and Accrued Board of Directors/Officer Compensation fees. As of March 31, 2026, the Company had an accumulated deficit of $1,366,203 and working capital deficit of $81,218.
For the three months ended March 31, 2026, net cash used in operations of $76,639 was the result of a net loss of $78,908, from decrease in Accounts Payables and Accrued Expenses of $13,481, and from an increase in accrued Board of Directors'/Officer Compensation of $15,750.
For the Quarter ended March 31, 2025, net cash used in operations of $4,305 was the result of a net loss of $79,155, from an increase in Accounts Payables and Accrued Expenses of $2,850, an increase in accrued Board of Directors' and Officer Compensation of $72,000.
Gold Rock Holdings, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries’ operating results, financial position, or cash flow.
The Company's operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our operating expenses at this time. Unless the Company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change its business plan (See Note 4 in Financial Statements).
Cash Provided by (Used in) Operating Activities
Net cash used in operating activities for the three months ended March 31, 2026 was $76,639, and net cash used in the three month ended March 31, 2025 was $4,305. The increase in the amount of cash used in operating activities for the three months ended March 31, 2026, was due to the decrease in Net Loss, decrease in Accounts Payable, and the increases in Accrued Board of Directors/Officer Compensation when compared to the three months ended March 31, 2025.
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Cash Flows from Investing Activities
Net cash used in investing activities was $-0- for both the three months periods ended March 31, 2026 and 2025.
Cash Provided by Financing Activities
Net cash provided by financing activities was $-0- for three months ended March 31, 2026 , and for three months ended March 31, 2025, it was $-0-, respectively.
Critical Accounting Policies
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Critical accounting policies include revenue recognition and stock-based compensation. The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including revenue recognition. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Revenue Recognition
In accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.
We adopted this ASC on January 1, 2019. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them.
Stock-Based Compensation
We account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments, including grants of stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including revenue recognition. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Going Concern
We have incurred net losses since our inception. We anticipate incurring additional losses before realizing growth in revenue and we will depend on additional financing in order to meet our continuing obligations and ultimately to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence of material weaknesses identified, determined that our internal control over financial reporting disclosure controls and procedures were not effective as of March 31, 2026.
Evaluation of Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of March 31, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control – Integrated Framework (2013).
We identified the following deficiencies which together constitute a material weakness in our assessment of the effectiveness of internal control over financial reporting as of March 31, 2026:
- The Company has inadequate segregation of duties within its cash disbursement control design.
- During the period ended March 31, 2026, the Company internally performed all aspects of its financial reporting process, including, but not limited to the underlying accounting records and the recording of journal entries and for the preparation of financial statements. This process was deficient, because these duties were performed often times by the same people, and therefore a lack of review was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control system, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
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This report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.
We regularly review our system of internal control over financial reporting to ensure that we maintain an effective internal control environment. If deficiencies appear in our internal controls, management will make changes that address those deficiencies.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal control over financial reporting that occurred during the reporting period ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
At this time, there are no materials pending legal proceedings to which the Company is a party or as to which any of its services and products are subject, and no such proceedings are known to the Company to be threatened or contemplated against it.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Shares for the Three Months Ended March 31, 2026 and 2025
There have been no unregistered shares issued as of the date of this filing.
The Company has outstanding 238,216,969 shares of common stock, par value $0.001 per share as of the date of this filing.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
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ITEM 5.
The Company has three websites: www.goldrockholdings.com, www.kproject.ai and www.saidtranslations.com.
ITEM 6. EXHIBITS
Index to Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Richard Kaiser Employment Contract - January 02, 2026 | |
| 31.1 | Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.+ | |
| 31.2 | Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.+ | |
| 32.1 | Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.+ | |
| 32.2 | Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.+ | |
| 101 | Interactive Financial Data XBRL Extensions (iXBRL)+ | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101+ |
| + | filed herewith |
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GOLD ROCK HOLDINGS, INC.
| Dated: May 06, 2026 | By: | /s/ Marcus Daley |
|
Marcus Daley Chief Executive Officer / Director | ||
| Dated: May 06, 2026 | By: | /s/ Richard Kaiser |
|
Richard Kaiser Chief Financial Officer/ Secretary / Director | ||
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