GOLD ROCK HOLDINGS INC
For the period ended Jun 30, 2024. Filed Aug 2, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 2, 2024
GRHIStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-02.
0001091818-24-000047
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-02.
0001091818-24-000080
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 78 previous paragraphs and 77 current paragraphs.
54 unchanged; 15 reworded; 7 added; 6 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
During the period ending June 30, 2024, GRHI started a new division, "The K Project" division committed to finding new technological advancements in Artificial Intelligent (AI) applications.
Current report
Gross Margins for the three months ended June 30, 2024 was 100% , and during the same period in 2023 was 0%. During the three months ended June 30, 2024, the Company's K-Project division sold AI services to a client, but its LOOT8, Inc. wholly owned subsidiary's Web3 content management system had no revenues, and during the same period in 2023 the Company from its previous business operations had no contracts for the laying of underground fiber and copper cables.
Current report
The Sales revenue for the Company for the six months ended June 30, 2024 was $6,500* *and for the six months ended June 30, 2023 was $-0- . During the six months ended June 30, 2024, the Company's K-Project division sold AI services to a client, but its LOOT8, Inc. wholly owned subsidiary's Web3 content management system had no revenues, and during the same period in 2023 the Company from its previous business operations had no contracts for the laying of underground fiber and copper cables.
Current report
Cost of sales for the six months ended June 30, 2024 was $-0- and for the six months ended June 30, 2023 was $-0- respectively.
Current report
Gross Profit for the six months ended June 30, 2024 was $6,500 and for the six months ended June 30, 2023 was $-0-.
Current report
Operating expenses for six months ended June 30, 2024, totaled $265,095 from board of director compensation, consulting expense and general and administrative expenses, compared to $206,656 for the six months ended June 30, 2023. The increase during the same six month period ended June 30, 2024 was attributed to higher consulting and general and administrative expenses.
Current report
Cash Provided by Financing Activities
Removed paragraphs (6)
Previous report
Compensation Agreements
Previous report
The Company entered into a new employment contract with Mr. Ferguson for his rolls as Chairman/CEO/President for a five (5) year period from January 01, 2023 until December 31, 2028, annual pay at $95,000. On October 2, 2023, Mr. Ferguson resigned as the Company CEO, but remains the Company's Chairman and President. His five year contract was cancelled, and has not yet entered into a new contract with the Company.
Previous report
On October 2, 2023, the Board of Directors (the “Board”) of Gold Rock Holdings, Inc. (the “Company”) appointed Mr. Marcus Daley from Provo, UT as a Board of Director and Chief Executive Officer. The Board reviewed Mr. Daley's background and considered him qualified for his positions. The Company has yet to enter into a compensation contract with Mr. Daley as of the date of this filing.
Previous report
The Company filed a FORM 8-K on October 3, 2023 announcing the above events.
Previous report
The Company entered into an employment contract with Mr. Kaiser for his rolls as CFO/Secretary/Director for a three (3) year period from January 01, 2023 until December 31, 2026, annual pay at $75,000.
Previous report
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 bases for $1,000 per month with a 30-day advance notice to discontinue services.
Reworded paragraphs (15)
Previous wording
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.
Current wording
LOOT8, Inc. currently in its infancy in marketing its Web3 online platform 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.
Previous wording
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 memorabilia and fan engagement. Key initiatives include a partnership with Perpetual Sports for athletes' 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 the integration of APPIX for real-time notifications on collectible availability. The second revenue stream we anticipate will target the youth market. LOOT8 has partnered with KIPP Charter Schools to introduce customizable AI avatars and companions. 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 stream anticipated will make use of an enterprise model that will leverage Marcus Daley, GRHI’s CEO, background with NeuralMetrics and towards Software as a Service (SaaS) licensing and advertising-driven models. The Company plans to focus on Annual Contract Value (ACV) and Annual Recurring Revenue (ARR) from corporate clients. This will allow the Company to address enterprise needs in digital product passport regulations in Europe and similar use-cases globally.
Current wording
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 the integration of APPIX for real-time notifications on 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. The K-Project division of GRHI is an Artificial Intelligence (AI) operation that seeks to integrate its AI technology applications across various industries.
Previous wording
This acquisition is part of GRHI's management’s plan to change its business plan to more fully develop and utilize the LOOT8 platform, focusing on AI and blockchain innovation in digital assets, the SocialFi revolution, and expanding into direct-to-business relationships.
Current wording
GRHI's management business plan is to fully deploy, market and and utilize its LOOT8 platform, focusing on its K-Project AI and blockchain innovation in digital assets, the SocialFi revolution, and expanding into direct-to-business relationships.
Previous wording
On February 13, 2024, LOOT8, Inc., the Company’s wholly owned subsidiary entered a sponsorship commitment with the University of Houston in the amount of $125,000 for one year ending on February 12, 2025 to be paid in twelve (12) installments of $10,416.66 each. LOOT8, INC., its partner Perpetual Sports, and the University of Houston's Basketball team are working together, building a social media Web3 technology on LOOT8's platform, with a focus on creator-controlled content management and revenues associated with athletes' Name, Image, and Likeness (NIL) (Exhibit 10.01). As of the date of the filing the system is still in beta testing.
Current wording
On February 13, 2024, LOOT8, Inc., the Company’s wholly owned subsidiary entered a sponsorship commitment with the University of Houston in the amount of $125,000 for one year ending on February 12, 2025 to be paid in twelve (12) installments of $10,416.66 each. The agreement was a month-to-month agreement. LOOT8, Inc., its partner Perpetual Sports, and the University of Houston's Basketball team were working together, building a social media Web3 technology on LOOT8's platform, with a focus on creator-controlled content management and revenues associated with athletes' Name, Image, and Likeness (NIL). As of the date of the filing, the agreement with Perpetual Sports, LLC has been cancelled and the Company is in direct discussion with the University of Houston to seek a new agreement to continue the sponsorship (See Item 5 - Other Information; Subsequent Events).
Previous wording
On February 20, 2024, the Company entered into a Business Advisory Agreement with EAN Companies. The agreement call for EAN Companies and its representative to provide consulting and financial marketing services for a total fee of $15,000; $5000 paid at the time of signing, February 20, 2024, and subsequent monthly payments of $2500. The agreement will end on June 19, 2024, unless parties agree to re-engage (Exhibit 10.02).
Current wording
On February 20, 2024, the Company entered into a Business Advisory Agreement with EAN Companies. The agreement call for EAN Companies and its representative to provide consulting and financial marketing services for a total fee of $15,000; $5000 paid at the time of signing, February 20, 2024, and subsequent monthly payments of $2500. The agreement ended on June 19, 2024 and the Company didn't re-engage.
Previous wording
On April 3, 2024, the Company's wholly-owned subsidiary LOOT8, Inc. hired Anthony Denkinger as its Chief Executive Officer (See Item 5 - Other Information; Subsequent Events).
Current wording
On April 3, 2024, the Company's wholly-owned subsidiary LOOT8, Inc. hired Anthony Denkinger as its Chief Executive Officer.
Previous wording
The Sales Revenue for the three months ended March 31, 2024 and for the three months ended March 31, 2023 were $-0- and $-0-, respectively. During the three months ended March 31, 2024, the Company and its LOOT8, Inc. wholly owned subsidiary's Web3 content management system had no revenues, and for the same period ending March 31, 2023, the Company had no revenues from its previous business operations in underground fiber contracting.
Current wording
Sales revenue for the three months ended June 30, 2024 and for the three months ended June 30, 2023 were $6,500 and $-0-, respectively. During the three months ended June 30, 2024, the Company's K-Project division sold AI services to a client, but its LOOT8, Inc. wholly owned subsidiary's Web3 content management system had no revenues, and for the same period ending June 30, 2023, the Company had no revenues from its previous business operations in underground fiber contracting.
Previous wording
Gross Profit for the three months ended March 31, 2024 was $-0- and for the three months ended March 31, 2023 was $-0-.
Current wording
Gross Profit for the three months ended June 30, 2024 was $6,500 and for the three months ended June 30, 2023 was $-0-.
Previous wording
Operating expenses for three months ended March 31, 2024 totaled $165,596 from Board of Directors Compensation, Consulting fees, and General and Administrative Expenses compared to $196,358 for the three months ended March 31, 2023. This decrease in March 31, 2024 compared to the same period ended March 31, 2023 was attributed to decreases in Board of Directors Compensation.
Current wording
Operating expenses for three months ended June 30, 2024, totaled $99,499 from consulting expense and general and administrative expenses, compared to $ 10,298 for the three months ended June 30, 2023. This increase in June 30, 2024 compared to the same period ended June 30, 2023 was attributed to higher consulting expense and general and administrative Expenses.
Previous wording
Gross Margins for the three months ended March 31, 2024 was 0%, the Company and its LOOT8, Inc. wholly owned subsidiary's Web3 content management system had no revenues, and during the same period in 2023 was 0%; the Company from its previous business operations had no contracts for the laying of underground fiber and copper cables.
Current wording
Gross Margins for the six months ended June 30, 2024 was 100%, and for six months ended June 30, 2023 was 0%. During the six months ended June 30, 2024, the Company K-Project division sold AI services to a client, but its LOOT8, Inc. wholly owned subsidiary's Web3 content management system had no revenues, and during the same period in 2023 the Company from its previous business operations had no contracts for the laying of underground fiber and copper cables
Previous wording
Net loss for the three months ended March 31, 2024 and 2023 were $165,596 and $196,358, respectively.
Current wording
Net loss for the three months ended June 30, 2024 and 2023 were $92,999 and $10,298 , respectively. Net loss for the six months ended June 30, 2024 and 2023 were $258,595 and $206,656 , respectively.
Previous wording
As of March 31, 2024 the Company’s assets totaled $259,187 which consisted of Cash . Our total liabilities were $83,875. As of March 31, 2024, the Company had an accumulated deficit of $1,031,633 and working capital of $175,312.
Current wording
As of June 30, 2024, the Company’s assets totaled $241,134 which consisted of $234,634 in cash and $6,500 in accounts receivable. Our total liabilities were $83,821. As of June 30, 2024, the Company had an accumulated deficit of $1,124,632 and working capital of $157,313.
Previous wording
Net cash used in operating activities for the three months ended March 31, 2024 and 2023 were $91,612 and $48, respectively.
Current wording
Net cash used in operating activities for the six months ended June 30, 2024 and 2023 were $191,174 and $1,856 respectively.
Previous wording
Net cash used in investing activities was $-0- for both the three months periods ended March 31, 2024 and 2023.
Current wording
Net cash used in investing activities was $-0- for both the six months periods ended June 30, 2024 and 2023.
Previous wording
Net cash provided by financing activities was $350,700 for three months ended March 31, 2024, from Cash received from Sale of Common Stock and the Capital Contributions from Directors, and was $-0- for three months ended March 31, 2023.
Current wording
Net cash provided by financing activities was $425,700 for six months ended June 30, 2024 from the cash proceeds received from sale of common stock and capital contributions from directors, and was $1,760 for six months ended June 30, 2023 from the amount of capital contributions from the Company's directors.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Six Months – June 30, 2024 and 2023 Statements
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
On October 01, 2023, Merle Ferguson, a director and officer of the Company sold his controlling interest, approximately 86%, in a private transaction to Marcus Daley, CEO and Director. Marcus Daley recently served as Chief Technology Officer (CTO) for S&P Global Ratings where he revitalized the technology organization and led an initiative to move global operations and product delivery to a single cloud platform. He also served as CTO for Mountain America Credit Union, helping them explore Web3 and digital assets as the next frontier for financial services. Prior to that, he was CTO for Nice inContact and CTO for S&P Global Market Intelligence among other roles as CTO building innovative startups and helping mid-size companies through M&A transformations
Previous report — wording carried elsewhere
On October 02, 2023 the Board of Directors ("the Board") accepted the resignation from Mr. Merle Ferguson as the Company's Chief Executive Officer; Mr. Ferguson remains the Company's Chairman of the Board and President of the Company. Mr. Ferguson's compensation agreement entered into with the Company on January 01, 2023 has been cancelled, no new contract has been established as of this date of the filing.
Previous report — wording carried elsewhere
Cash Provided by (Used In) Financing Activities