GOLD ROCK HOLDINGS, INC.
For the period ended Mar 31, 2025. Filed May 6, 2025.
View on SEC.govAbout this filing
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.
Mar 31, 2025 · Filed May 6, 2025
GRHIStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-10-30.
0001091818-24-000131
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-06.
0001091818-25-000050
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 75 current paragraphs.
47 unchanged; 17 reworded; 11 added; 13 removed; 1 previous and 0 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 (11)
Current report
In June 2024, the Company began AI development work utilizing unique artificial inelegance 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.
Current report
Throughout the month of January 2025, the Company's wholly-owned subsidiary LOOT8, Inc. launched its "Singer and Song Writter Contest" on its Web3 social media platform. Constatanst performed unique and orignal songs live on the plartform and the winner received $900 and was able to peform with country music stars at Nashiville's CRS (Country Radio Seminar) in February 2025. LOOT8, Inc. received a small sponshorsip amount from a sponsor in the amount of $1,500. Eventhough the even 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 outweight the sponshorship amounts received.
Current report
Compensation Agreements
Current report
The Company entered into an employment contract with Mr. Kaiser for his roles as CFO/Secretary/Director for a three (3) year period from January 01, 2023 until December 31, 2026, annual pay at $75,000.
Current 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 basis for $1,000 per month with a 30-day advance notice to discontinue services.
Current report
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. but does have a compensation agreement with the Company's wholly owned subsidiary, LOOT8, Inc. Mr. Denkinger. 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. pays 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
Current report
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.
Current report
(4) Anthony Denkinger on February 1, 2024 became the Chief Executive Officer of LOOT8, Inc. the Company's wholly-owned subsidiary, and on February 6, 2025 he became the Chief Operations Officer for Gold Rock Holdings, Inc.
Current report
Net Loss:
Current report
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, a increase in accrued Board of Directors' and Officer Compensation of $72,000.
Current report
For the Quarter ended March 31, 2024, net cash used in operations of $91,621 was the result of a net loss of $165,596, from a decrease Accounts Payables and Accrued Expenses of $6,025, and from an increase accrued Board of Director and Officer Compensation of $80,000.
Removed paragraphs (13)
Previous report
Business Operations
Previous report
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 report
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 report
On April 3, 2024, the Company's wholly-owned subsidiary LOOT8, Inc. hired Anthony Denkinger as its Chief Executive Officer.
Previous 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.
Previous report
On July 2, 2024, LOOT8, Inc., the Company's wholly-owned subsidiary received from Perpetual Sports. LLC the return of approximately $20,833 to the Company for payments made on the consulting agreement for April and May 2024. The Company and Perpetual Sports mutually agreed to terminated month-to-month consultant agreement on July 18, 2024. The Company's management is in direct negations with the University of Houston to continue its sponsorship agreement, but no definitive agreement has yet to be determined.
Previous report
(3) 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
The sales revenue for the Company for the nine months ended September 30, 2024 was $72,500* *and for the nine months ended September 30, 2023 was $-0- . During the nine months ended September 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.
Previous report
Cost of sales for the nine months ended September 30, 2024 was $-0- and for the nine months ended September 30, 2023 was $-0- respectively.
Previous report
Gross Margins for the nine months ended September 30, 2024 was 100%, and for nine months ended September 30, 2023 was 0%. During the nine months ended September 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 report
Gross Profit for the nine months ended September 30, 2024 was $72,500 and for the nine months ended September 30, 2023 was $-0-.
Previous report
Operating expenses for nine months ended September 30, 2024, totaled $310,690 from board of director compensation, consulting expense and general and administrative expenses, compared to $217,210 for the nine months ended September 30, 2023. The increase during the same nine month period ended September 30, 2024 was attributed to higher board of director compensation, consulting expense and general and administrative expense.
Previous report
Net Income/ Net Loss:
Reworded paragraphs (17)
Previous wording
The Company changed its business model from engineering and construction management services, produce site-plans, construction drawings, cost computations, fiber network designs, and other related construction services, as a result of a change in control on October 2, 2023.
Current wording
The Company changed its business model from engineering and construction management services, as a result of a change in control on October 2, 2023.
Previous wording
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 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 differentiated experiences.
Current wording
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.
Previous 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.
Current wording
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.
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 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.
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.
Previous 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.
Current wording
GRHI's management business plan is to fully deploy, market and 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 no limited to health care, law enforcement, governmental agencies, education, shipping logistics, travel, and other industries. The K Project has (1) one customer who is receiving AI persona coding services for the client's specific operational needs.
Previous wording
Our transfer agent is Legacy Stock Transfer, Inc. (Formerly Signature Stock Transfer, Inc.) whose address is 14673 Midway Road, Suite 220, Addison, Texas, 75001 and its telephone number 972-612-4120.
Current wording
Our transfer agent is Signature Stock Transfer, Inc. whose address is 14673 Midway Road, Suite 220, Addision, Texas, 75001 and its telephone number 972-612-4120.
Previous wording
Sales revenue for the three months ended September 30, 2024 and for the three months ended September 30, 2023 were $66,000 and $-0-, respectively. During the three months ended September 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 September 30, 2023, the Company had no revenues from its previous business operations in underground fiber contracting.
Current wording
The Sales Revenue for the three months ended March 31, 2025 and for the three months ended March 31, 2024 were $67,500 and $-0-, respectively. 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, and for the same period ending March 31, 2024, the Company had no revenues.
Previous wording
Gross Margins for the three months ended September 30, 2024 was 100% , and during the same period in 2023 was 0%. During the three months ended September 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 wording
Gross Margins for the three months ended March 31, 2025 was 100%, the Company through its K - Project AI division and its LOOT8 Inc. wholly owned subsidiary's Web3 content management system had $67,500 in revenue, and during the same period in 2024 was 0%.
Previous wording
Gross Profit for the three months ended September 30, 2024 was $66,000 and for the three months ended September 30, 2023 was $-0-.
Current wording
Gross Profit for the three months ended March 31, 2025 was $67,500 and for the three months ended March 31, 2024 was $-0-.
Previous wording
Operating expenses for three months ended September 30, 2024, totaled $45,595 from consulting expense and general and administrative expenses, compared to $10,554 for the three months ended September 30, 2023. The increase in September 30, 2024 compared to the same period ended September 30, 2023 was attributed to higher consulting expense and general and administrative expenses.
Current wording
Operating expenses for three months ended March 31, 2025 totaled $146,655 from Advertising Expense, Board of Directors Compensation, Consulting fees, and General and Administrative Expenses compared to $165,596 for the three months ended March 31, 2024. This decrease in the three months ended March 31, 2025, compared to the same period ended March 31, 2024 was attributed to decreases in Board of Directors Compensation, Consulting fees, and General and Administrative Expenses.
Previous wording
Net Income for the three months ended September 30, 2024 was $20,405 and the net loss for the three months ending September 30, 2023 was $10,554. Net loss for the nine months ended September 30, 2024 and 2023 were $238,190 and $217,210, respectively.
Current wording
Net loss for the three months ended March 31, 2025 and 2024 were $79,155 and $165,596, respectively.
Previous wording
As of September 30, 2024, the Company’s assets totaled $259,303 which consisted of $215,303 in cash and $44,000 in accounts receivable. Our total liabilities were $81,585. As of September 30, 2024, the Company had an accumulated deficit of $1,104,227 and has working capital of $177,718.
Current wording
As of March 31, 2025 the Company’s assets totaled $249,309 which consisted of $205,309 in Cash and $44,000 in Accounts Receivable. Our total liabilities were $153,250 which consisted of Accounts Payable and Accrued Expenses and Accrued Board of Director and Officer Compensation fees. As of March 31, 2025, the Company had an accumulated deficit of $1,185,886 and working capital of $96,059.
Previous wording
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).
Current wording
The Company's significant 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. For the next 12 months the Company has an oral commitment from its CEO, Marcus Daley, to advance funds as necessary to meeting our operating requirement (See Note 4 in Financial Statements).
Previous wording
Cash Provided by (Used in) Operating Activities
Current wording
Cash Used in Operating Activities
Previous wording
Net cash used in operating activities for the nine months ended September 30, 2024 and 2023 were $210,505 and $10,035, respectively.
Current wording
Net cash used in operating activities for the three months ended March 31, 2025 and 2024 were $4,305 and $91,621, respectively. The decrease in the amount of cash used during the three months ended March 31, 2025 was due to the decrease in net loss, increase in Accounts Payable and Accrued Expenses and Accrued Board of Director amd Officer Compensation when compared to the three months ended March 31, 2024.
Previous wording
Net cash used in investing activities was$-0- for both the nine months periods ended September 30, 2024 and 2023.
Current wording
Net cash used in investing activities was $-0- for both the three months periods ended March 31, 2025 and 2024.
Previous wording
Net cash provided by financing activities was $425,700 for nine months ended September 30, 2024 from the cash proceeds received from sale of common stock and capital contributions from directors, and was $8,907 for nine months ended September 30, 2023 from the amount of capital contributions from the Company's directors.
Current wording
Net cash provided by financing activities was $-0- for three months ended March 31, 2025, and for three months ended March 31, 2024, it was $350,700 from Cash received from Sale of Common Stock and the Capital Contributions from Directors.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Nine Months – September 30, 2024 and 2023 Statements