GOLD ROCK HOLDINGS, INC.
For the period ended Jun 30, 2025. Filed Aug 1, 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.
Jun 30, 2025 · Filed Aug 1, 2025
GRHIStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-01.
0001091818-25-000083
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 75 previous paragraphs and 80 current paragraphs.
53 unchanged; 19 reworded; 6 added; 3 removed; 0 previous and 2 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 (6)
Current report
During the three months ending June 30, 2025, 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 approximately one hundred (100) different languages.
Current report
The sales revenue for the Company for the six months ended June 30, 2025 was $138,300* *and for the six months ended June 30, 2024 was $6,500. During the six months ended June 30, 2025, the Company's K-Project division sold AI services to one (1) customer, and its LOOT8, Inc. wholly owned subsidiary's Web3 content management system had revenues of $1,500 from one (1) customer, and during the same period in 2024, the Company's K-Project division sold AI services to one (1) customer for $6,500 and its LOOT8, Inc. wholly owned subsidiary's Web3 content management system had -0- revenues, no customers.
Current report
Cost of sales for the six months ended June 30, 2025 was $-0- and for the six months ended June 30, 2024 was $-0- respectively.
Current report
Gross Profit for the six months ended June 30, 2025 was $138,300 and for the six months ended June 30, 2024 was $6,500.
Current report
Operating expenses for six months ended June 30, 2025, totaled $202,070 from Advertising, Board of Directors/Officer Compensation, Consulting Expense and General and Administrative expenses, compared to $265,095 for the six months ended June 30, 2024. The decrease during the same six month period ended June 30, 2025 was attributed to lower Consulting and General and Administrative expenses.
Current report
Net Income (Loss):
Removed paragraphs (3)
Previous report
(1) 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.
Previous report
(2) 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.
Reworded paragraphs (19)
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.
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 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.
Previous wording
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 wording
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.
Previous wording
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 wording
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.
Previous 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.
Current wording
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 its 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, 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 Signature Stock Transfer, Inc. whose address is 14673 Midway Road, Suite 220, Addision, Texas, 75001 and its telephone number 972-612-4120.
Current wording
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.
Previous wording
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 in our Internet website,www.goldrockholdings.com, shall not constitute part of this report.
Current wording
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.
Previous 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.
Current wording
The sales revenue for the three months ended June 30, 2025 and for the three months ended June 30, 2024 were $70,800 and $6,500, respectively. During the three months ended June 30, 2025, the Company through its K - Project AI division had $70,800 from one (1) customer, and for the same period ending June 30, 2024, the Company had $6,500 in revenue. The Company's LOOT8, Inc. wholly owned subsidiary's Web3 content management system had no revenues during the three months ended June 30, 2025 and 2024.
Previous 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-.
Current wording
Gross Profit for the three months ended June 30, 2025 was $70,800 and for the three months ended June 30, 2024 was $6,500.
Previous 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.
Current wording
Operating expenses for three months ended June 30, 2025 totaled $55,415 from Board of Directors/Officer Compensation, Consulting fees, and General and Administrative Expenses compared to $99,499 for the three months ended June 30, 2024. This decrease in the three months ended June 30, 2025, compared to the same period ended June 30, 2024 was attributed to decreases in Consulting fees, and General and Administrative Expenses.
Previous 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%.
Current wording
Gross Margins for the six months ended June 30, 2025 was 100%, and for six months ended June 30, 2024 was 100%. During the six months ended June 30, 2025, the Company K-Project division sold AI services to one (1) customer for $136,800 in revenues and its LOOT8, Inc. wholly owned subsidiary's Web3 content management system had $1,500 in revenues from (1) customer.
Previous wording
Net loss for the three months ended March 31, 2025 and 2024 were $79,155 and $165,596, respectively.
Current wording
Net Income for the three months ended June 30, 2025 was $15,385, and the Net Loss for the three months ending June 30, 2024 was $92,999. Net loss for the six months ended June 30, 2025 and 2024 were $ 63,770 and $258,595, respectively.
Previous 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.
Current wording
As of June 30, 2025, the Company’s assets totaled $258,844 which consisted of $210,044 in Cash and $48,800 in Accounts Receivable. Our total liabilities were $147,400 which consisted of Accounts Payable and Accrued Expenses and Accrued Board of Directors/Officer Compensation fees. As of June 30, 2025 the Company had an accumulated deficit of $1,170,501 and working capital of $111,444.
Previous wording
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.
Current wording
For the six months ended June 30, 2025, net cash provided by operations of $430 was the result of a Net Loss of $63,700, from increases in Account Receivable of $4,800, Accounts Payables and Accrued Expenses of $-0-, and from an increase in accrued Board of Directors'/Officer Compensation of $69,000.
Previous wording
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 wording
For the six month ended June 30, 2024, net cash used in operations of $191,174 was the result of a net loss of $258,595, from increases in Account Receivable of $6,500, increases in Accounts Payables and Accrued Expenses of $6,579, and from an increase accrued Board of Directors/Officer Compensation of $80,500.
Previous 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).
Current wording
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. 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 Used in Operating Activities
Current wording
Cash Provided by (Used in) Operating Activities
Previous 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.
Current wording
Net cash provided by operating activities for the six months ended June 30, 2025 was $430, and Net cash used in the six month ended June 30, 2024 was $191,174. The increase in the amount of cash provided by operating activities for the six months ended June 30, 2025, was due to the decrease in Net Loss, increase in Accounts Receivable, and the increases in Accrued Board of Directors/Officer Compensation when compared to the six months ended June 30, 2024.
Previous wording
Net cash used in investing activities was $-0- for both the three months periods ended March 31, 2025 and 2024.
Current wording
Net cash used in investing activities was $-0- for both the six months periods ended June 30, 2025 and 2024.
Previous 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.
Current wording
Net cash provided by financing activities was $-0- for six months ended June 30, 2025, and for six months ended June 30, 2024, it was $425,700 from cash received from Sale of Common Stock and the Capital Contributions from Directors.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Gross Margins for the three months ended June 30, 2025 was 100%, and during the same period in 2024, Gross Margins were 100%.
Current report — wording carried from elsewhere
Six Months – June 30, 2025 and 2024 Statements