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GOLD ROCK HOLDINGS, INC.

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About 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.

Sep 30, 2026 · Filed Nov 4, 2026

GRHIStored price and day change unavailable

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-10.

0001091818-26-000111

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001091818-26-000152

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 84 previous paragraphs and 84 current paragraphs.

63 unchanged; 21 reworded; 0 added; 0 removed; 0 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.

Reworded paragraphs (21)

Previous wording

On April 30, 2026, the Company signed a contract with a customer on its ZoneX sports AI application, a twelve (12) month development agreement to build and deliver the ZoneX platform to the University of Missouri for $375,000. This platform will be used in the University’s athletic department to analyze certain sport analytics regarding University’s teams. The Company has agreed to an exclusivity period with the University for eighteen (18) months regarding Men’s and Woman’s Basketball and Woman’s Volleyball. During this period, the Company cannot provide ZoneX or any similar AI sports intelligence product to any other SEC member institution for the above listed sports. Post launching of the ZoneX platform the University will onboard some of its other sports programs at no less than fifty percent (50%) of the then established market price.

Current wording

On April 30, 2026, the Company signed a contract with a customer on its ZoneX sports AI application, a twelve (12) month development agreement to build and deliver the ZoneX platform to the University of Missouri for $375,000. This platform will be used in the University’s athletic department to analyze certain sport analytics regarding University’s teams. The Company has agreed to an exclusivity period with the University for eighteen (18) months regarding Men’s and Woman’s Basketball and Woman’s Volleyball. During this period, the Company cannot provide ZoneX or any similar AI sports intelligence product to any other SEC member institution for the above listed sports. Post launching of the ZoneX platform the University expects to onboard some of its other sports programs at no less than fifty percent (50%) of the then established market price.

Previous wording

During the three and six months ending June 30, 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.

Current wording

During the three and nine months ending September 30, 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.

Previous 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 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.

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 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. Management looks to continue to expand it ZoneX sports AI application.

Previous wording

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 10.2).

Current wording

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 10.2). At the time of this filing, Mr. Kaiser is on a month-to-month agreement.

Previous wording

On June 1, 2026 the Board of directors entered into a one year contract with Mr. Denkinger, Gold Rock Ho,ldings, Inc. Chief Operating Officer. The agreement is for $12,500 monthly to be paid in cash, free trading or restricted shares or a combination. Mr. Denkinger also received a one time $10,000 sign on bonus. Contract expires on May 31, 2027 and will convert to a month to month basis with a 30-day advance notice to discontinue services (See Exhibit 10.1)

Current wording

On June 1, 2026, the Board of directors entered into a one year contract with Mr. Denkinger, Gold Rock Holdings, Inc. Chief Operating Officer. The agreement is for $12,500 monthly to be paid in cash, free trading or restricted shares or a combination. Mr. Denkinger also received a one time $10,000 sign on bonus. Contract expires on May 31, 2027 and will convert to a month to month basis with a 30-day advance notice to discontinue services (See Exhibit 10.1)

Previous wording

The sales revenue for the three months ended June 30, 2026 and for the three months ended June 30, 2025 were $175,000 and $70,800, respectively. During the three months ended June 30, 2026, the Company through its K - Project AI division had $175,000 from one (1) customer from its ZONEX app, and for the same period ending June 30, 2025, the Company had $70,800 in revenue from two (2) customers from AI coding engineering services. The Company's LOOT8, Inc. wholly owned subsidiary's Web3 content management system had no revenue during the three months ended June 30, 2026 and 2025.

Current wording

The sales revenue for the three months ended September 30, 2026 and for the three months ended September 30, 2025 were $-0- and $73,200, respectively. During the three months ended September 30, 2026, the Company through its K - Project AI division has one (1) customer from its ZONEX app but that customer has yet to be billed for the next stages of ZoneX intergration per contract terms, and for the same period ending September 30, 2025, the Company had $73,200 in revenue from one (1) customer from AI coding engineering services. The Company's LOOT8, Inc. wholly owned subsidiary's Web3 content management system had no revenue during the three months ended September 30, 2026 and 2025.

Previous wording

Gross Profit for the three months ended June 30, 2025 was $175,000 and for the three months ended June 30, 2025 was $70,800.

Current wording

Gross Profit for the three months ended September 30 , 2026 was $-0- and for the three months ended September 30, 2025 was $73,200.

Previous wording

Operating expenses for three months ended June 30, 2026 totaled $55,956 from Board of Directors/Officer Compensation, Consulting fees, and General and Administrative Expenses compared to $55,415 for the three months ended June 30, 2025. This increase in the three months ended June 30, 2026, compared to the same period ended June 30, 2025 was attributed to an increase in Board of Directors/Officer Compensation and a decrease in general and administrative expenses.

Current wording

Operating expenses for three months ended September 30, 2026 totaled $81,508 from Board of Directors & Officer Compensation, Consulting fees, and General and Administrative Expenses compared to $73,875 for the three months ended September 30, 2025. This increase in the three months ended September 30, 2026, compared to the same period ended September 30, 2025 was attributed to an increases in Board of Directors & Officer Compensation, Consulting fees, and in General and Administrative expenses.

Previous wording

The sales revenue for the Company for the six months ended June 30, 2026 was $175,000 and for the six months ended June 30, 2025 was $138,300. During the six month ending June 30, 2026, the Company through its K - Project AI division's ZONEX app had $175,000 from one (1) customer and for the same period ending June 30, 2026, the Company had $138,300 in revenue from two (2) customers from AI coding engineering services. The Company's LOOT8, Inc. wholly owned subsidiary's Web3 content management system had no revenues, and no customers during the six months ended June 30, 2026 and 2025.

Current wording

The sales revenue for the Company for the nine months ended September 30, 2026 was $175,000 and for the nine months ended September 30, 2025 was $211,500. During the nine month ending September 30, 2026, the Company through its K - Project AI division's ZONEX app had $175,000 from one (1) customer and for the same period ending September 30, 2025, the Company had $211,500 in revenue from two (2) customers from AI coding engineering services. The Company's LOOT8, Inc. wholly owned subsidiary's Web3 content management system had no revenues, and no customers during the nine months ended September 30, 2026 and 2025.

Previous wording

Cost of sales for the six months ended June 30, 2026 was $-0- and for the six months ended June 30, 2025 was $-0- respectively.

Current wording

Cost of sales for the nine months ended September 30, 2026 was $-0- and for the nine months ended September 30, 2025 was $-0- respectively.

Previous wording

Gross Margins for the six months ended June 30, 2026 was 100%, and for six months ended June 30, 2025 was 100%

Current wording

Gross Margins for the nine months ended September 30, 2026 was 100%, and for nine months ended September 30, 2025 was 100%

Previous wording

Gross Profit for the six months ended June 30, 2026 was $175,000 and for the six months ended June 30, 2025 was $138,300.

Current wording

Gross Profit for the nine months ended September 30, 2026 was $175,000 and for the nine months ended September 30, 2025 was $211,500.

Previous wording

Operating expenses for six months ended June 30, 2026, totaled $134,855 from Board of Directors/Officer Compensation, Consulting Expense and General and Administrative expenses, compared to $202,070 for the six months ended June 30, 2025. The decrease during the same six month period ended June 30, 2026 was attributed to lower Advertising Expense, Board of Directors/Officer Compensation, Consulting and General and Administrative expenses.

Current wording

Operating expenses for nine months ended September 30, 2026, totaled $216,363 from Board of Directors & Officer Compensation, Consulting Expense and General and Administrative expenses, compared to $275,945 for the nine months ended September 30, 2025. The decrease during the same nine month period ended September 30, 2026 was attributed to lower Advertising Expense, Board of Directors & Officer Compensation, Engineering and General and Administrative expenses.

Previous wording

Net Income for the three months ended June 30, 2026 was $135,011 and the Net Income for the three months ending June 30, 2025 was $15,385. Net Income for the six months ended June 30, 2026 was $56,102, and for the six month period ending June 30, 2025, the Company had a Net Loss of $63,770.

Current wording

Net Loss for the three months ended September 30, 2026 was $81,508 and the Net Loss for the three months ending September 30, 2025 was $675. Net Loss for the nine months ended September 30, 2026 was $25,406, and for the nine month period ending September 30, 2025 was $64,445.

Previous wording

As of June 30, 2026, the Company’s assets totaled $199,893 which consisted of $99,893 in Cash and $100,000 in Accounts Receivable. Our total liabilities were $146,100 which consisted of Accounts Payable and Accrued Expenses and Accrued Board of Directors/Officer Compensation fees. As of June 30, 2026 the Company had an accumulated deficit of $1,231,192 and working capital of $53,793.

Current wording

As of September 30, 2026, the Company’s assets totaled $118,660 which consisted of Cash. Our total liabilities were $146,375 which consisted of Accounts Payable and Accrued Expenses and Accrued Board of Directors & Officer Compensation fees. As of September 30, 2026 the Company had an accumulated deficit of $1,312,700 and working capital deficit of $27,715.

Previous wording

For the six months ended June 30, 2026, net cash used in operations of $55,228 was the result of a Net Income of $56,102, from increases in Account Receivable of $100,000, Accounts Payables and Accrued Expenses decrease of $14,330, and from an increase accrued Board of Directors'/Officer Compensation of $6,000.

Current wording

For the nine months ended September 30, 2026, net cash used in operations of $33,461 was the result of a Net Loss of $25,406, from decreases in Accounts Payables and Accrued Expenses of $13,805, and from an increase accrued Board of Directors' & Officer Compensation of $5,750.

Previous wording

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 $1,231,192 at June 30, 2026, which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they are due (See Note 4 in Financial Statements).

Current wording

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 $ 1,312,700 at September 30, 2026, which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they are due (See Note 4 in Financial Statements).

Previous wording

Net cash used in activities for the six months ended June 30, 2026 was $52,228, and Net cash provided by operating activities for the six months ended June 30, 2025 was $430. The increase in the amount of cash used i noperating activities for the six months ended June 30, 2026, was due to the increase in Net Income, increase in Accounts Receivable, and the increases in Accrued Board of Directors/Officer Compensation when compared to cash provided by during the six months ended June 30, 2025.

Current wording

Net cash flow used in activities for the nine months ended September 30, 2026 was $33,461, and Net cash flow used in operating activities for the nine months ended September 30, 2025 was $2,115. The increase in the amount of cash used in operating activities for the nine months ended September 30, 2026, was due to the decrease in Net Loss, a decrease in Accounts Receivable, an increase in Accounts Payable and Accrued Expenses, and a decrease Accrued Board of Directors/Officer Compensation when compared to cash provided by during the nine months ended September 30, 2025.

Previous wording

Net cash used in investing activities was $-0- for both the six months periods ended June 30, 2026 and 2025.

Current wording

Net cash used in investing activities was $-0- for both the nine months periods ended September 30, 2026 and 2025.

Previous wording

Net cash provided by financing activities was $-0- for six months ended June 30, 2026, and for six months ended June 30, 2025.

Current wording

Net cash provided by financing activities was $-0- for nine months ended September 30, 2026, and 2025.