Gold Rock Holdings (OTC: GRHI) reports Q1 2026 loss amid zero revenue

Rhea-AI Filing Summary

Gold Rock Holdings, Inc. reported no revenue for the three months ended March 31, 2026, compared with $67,500 a year earlier, and recorded a net loss of $78,908. Cash was $75,482 and the company had an accumulated deficit of $1,366,203, leaving a stockholders’ deficit of $81,218.

Management discloses that these continuing losses and limited cash raise substantial doubt about the company’s ability to continue as a going concern. Internal control over financial reporting was deemed ineffective due to inadequate segregation of duties and reliance on a small team for all reporting tasks.

Gold Rock is repositioning as a holding company for technological assets through its LOOT8 Web3 platform and K-Project AI division. It completed beta testing of its SAID translation and ZoneX sports AI apps and subsequently signed a ZoneX customer contract and received a $15,957 legal settlement.

Insights

Small-cap fundamentals analyst

Zero revenue, recurring losses and going-concern doubt highlight elevated risk at GRHI.

Gold Rock Holdings posted $0 revenue and a net loss of $78,908 for the quarter, after reporting $67,500 revenue in the prior-year period. Cash totaled only $75,482 against liabilities of $156,700, resulting in a stockholders’ deficit of $81,218.

Management explicitly states that recurring losses and the accumulated deficit of $1,366,203 raise substantial doubt about the company’s ability to continue as a going concern. Internal control over financial reporting is also described as ineffective, citing inadequate segregation of duties and heavy reliance on a small team.

The company is pivoting toward Web3 and AI products via LOOT8 and the K-Project division, including the SAID translation app and ZoneX sports AI app, and has signed a ZoneX customer contract after quarter-end. Future filings may show whether these initiatives generate meaningful recurring revenue to relieve liquidity pressure.

Key Figures

Quarterly revenue: $0 Prior-year quarterly revenue: $67,500 Net loss: $78,908 +5 more

8 metrics

Quarterly revenue $0 Three months ended March 31, 2026

Prior-year quarterly revenue $67,500 Three months ended March 31, 2025

Net loss $78,908 Three months ended March 31, 2026

Cash balance $75,482 As of March 31, 2026

Accumulated deficit $1,366,203 As of March 31, 2026

Stockholders’ deficit $81,218 As of March 31, 2026

Shares outstanding 238,216,969 shares As of May 5, 2026

Legal settlement received $15,957 Class action settlement on April 1, 2026

Key Terms

going concern, internal control over financial reporting, ASC 606, Web3, +2 more

6 terms

going concern financial

"raises substantial doubt about the Company’s ability to continue as a going concern."

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

internal control over financial reporting regulatory

"our internal control over financial reporting is designed to provide reasonable assurance"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

ASC 606 financial

"In accordance with ASC Topic 606, Revenue from Contracts with Customers"

A U.S. accounting standard that sets consistent rules for when and how companies record revenue from contracts with customers, focusing on the transfer of promised goods or services. It matters to investors because it affects the timing and amount of reported sales and profit—like deciding whether a contractor can count payment when a job starts, progresses, or finishes—so it improves comparability and helps assess a company's true economic performance.

Web3 technical

"LOOT8 is a Web3 Commerce and Content Management Engine Software."

An approach to the internet that uses decentralized technologies (like blockchains and smart contracts) to give users control over data, identity and digital assets instead of relying on a single company. For investors it matters because it enables new business models—token-based ownership, marketplaces and governance structures—but also brings higher volatility, novel revenue streams and regulatory uncertainty, so investment outcomes can be very different from traditional tech.

Stock-Based Compensation financial

"We account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718"

Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.

material weakness regulatory

"we identified the following deficiencies which together constitute a material weakness in our assessment"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/06/2026 - 04:10 PM Learn about SEC filing dates

FAQ

What were Gold Rock Holdings, Inc. (GRHI) Q1 2026 revenues and profit?

Gold Rock Holdings reported no revenue for the three months ended March 31, 2026, compared with $67,500 a year earlier. The company recorded a net loss of $78,908, similar to the prior-year quarterly loss of $79,155, reflecting ongoing operating expenses without offsetting sales.

What is Gold Rock Holdings, Inc. (GRHI) financial position as of March 31, 2026?

As of March 31, 2026, Gold Rock Holdings had $75,482 in cash and total assets of $75,482. Liabilities totaled $156,700, producing a stockholders’ deficit of $81,218 and an accumulated deficit of $1,366,203, highlighting a leveraged and capital-constrained balance sheet.

Why does Gold Rock Holdings, Inc. (GRHI) mention going concern risks?

Management states that recurring net losses and an accumulated deficit of $1,366,203, combined with limited cash resources, raise substantial doubt about the company’s ability to continue as a going concern. The disclosure emphasizes dependence on future profitable operations and additional financing to meet obligations.

What businesses and products is Gold Rock Holdings, Inc. (GRHI) developing?

Gold Rock is repositioning as a technology holding company through its LOOT8 Web3 content management platform and K-Project AI division. It has developed the SAID translation app and ZoneX sports AI app, completing beta testing and focusing on commercialization, including a signed ZoneX customer contract after quarter-end.

Did Gold Rock Holdings, Inc. (GRHI) improve its operating expenses year over year?

Operating expenses for the three months ended March 31, 2026 were $78,908, down from $146,655 in the prior-year period. Management attributes this reduction mainly to lower advertising costs, consulting fees, board and officer compensation, and general and administrative expenses while the company develops its new technology strategy.

What internal control issues did Gold Rock Holdings, Inc. (GRHI) identify?

Management concluded internal control over financial reporting was not effective as of March 31, 2026. Identified weaknesses include inadequate segregation of duties in cash disbursements and the same personnel handling key accounting, journal entries, and financial statement preparation, increasing the risk of undetected misstatements.

How many shares of Gold Rock Holdings, Inc. (GRHI) are outstanding?

As of May 5, 2026, Gold Rock Holdings had 238,216,969 shares of common stock outstanding with a par value of $0.001 per share. The company is authorized to issue up to 850,000,000 common shares, and no preferred shares were issued and outstanding at March 31, 2026.

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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:  000-56304

GOLD ROCK HOLDINGS, INC.

(Name of Small Business Issuer in its charter)

Nevada		000-56304		87-0434297
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2020 General Booth Blvd.

Suite 230

Virginia Beach, VA 23454

(Address of principal executive offices)

Registrant's telephone number: (757) 306-6090

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of 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).  Yes ☒ No ☐

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.

Large accelerated filer ☐ Non-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 ☐ No ☒

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 238,216,969 shares of common stock, par value $0.001 per share.

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Table of Contents 

TABLE OF CONTENTS

		PAGE
PART I
Item 1.	Condensed Unaudited Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mining Safety Disclosures	18
Item 5.	Other Information	19
Item 6.	Exhibits	19
	Signatures	19

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Table of Contents 

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

GOLD ROCK HOLDINGS, INC.

FINANCIAL REPORTS

AT

March 31, 2026

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets at March 31, 2026 - Unaudited and December 31, 2025-Audited	3
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025- Unaudited	4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025- Unaudited	5
Condensed Consolidated of Stockholders' Equity for the Three Months Ended March 31, 2026 and 2025-Unaudited	6
Notes to the Condensed Unaudited Financial Statements	7-11

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Gold Rock Holdings, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

		March 31,				December 31,
		2026				2025
ASSETS
Current Assets
Cash		$	75,482			$	52,121
Total Assets		$	75,482			$	52,121
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable and Accrued Expenses		$	3,150			$	6,631
Accrued Board of Director/Officer Compensation			153,550				137,800
Total Current Liabilities			156,700				154,431
Total Liabilities			156,700				154,431
Preferred Stock
Preferred A shares - $0.001 Par, 20,000,000 Shares Authorized,  -0- Issued and Outstanding			-				-
Stockholders' Deficit
Common Stock - $0.001 Par; 850,000,000 Shares Authorized, 238,216,969 and 238,216,969 Issued and Outstanding, Respectively			238,216				238,216
Additional Paid-In-Capital			1,046,769				1,046,769
Accumulated Deficit			(1,366,203	)			(1,287,295	)
Total Stockholders' Deficit			(81,218	)			(2,310	)
Total Liabilities and Stockholders' Deficit		$	75,482			$	52,121

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		$	-			$	67,500
Cost of Sales			-				-
Gross Profit			-				67,500
Operating Expenses
Advertising			-				7,280
Board of Director/Officer Compensation			56,250				112,500
Consulting			3,000				4,000
General and Administrative			19,658				22,875
Total Expenses			78,908				146,655
Net Loss for the Period		$	(78,908	)		$	(79,155	)
Weighted Average Number of Common Shares -Basic and Diluted			238,216,969				238,136,969
Net Loss for the Period Per Common Shares -Basic and Diluted		$	(0.00	)		$	(0.00	)

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		$	(78,908	)		$	(79,155	)
Changes in Assets and Liabilities:
Accounts Payable and Accrued Expenses			(13,481	)			2,850
Accrued Board of Director/Officer Compensation			15,750				72,000
Net Cash Flows Used In Operating Activities			(76,639	)			(4,305	)
Cash Flows from Investing Activities			-				-
Cash Flows from Financing Activities			-				-
Net Change in Cash			(76,639	)			(4,305	)
Cash - Beginning of Period			152,121				209,614
Cash - End of Period		$	75,482			$	205,309
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			238,136,969			$	238,136			$	1,043,809			$	(1,106,731	)		$	175,214
Net Loss for the Period			-				-				-				(79,155	)			(79,155	)
Balance - March 31, 2025			238,136,969			$	238,136			$	1,043,809			$	(1,185,886	)		$	96,059

		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			238,216,969			$	238,216			$	1,046,769			$	(1,287,295	)		$	(2,310	)
Net Loss for the Period			-				-				-				(78,908	)			(78,908	)
Balance - March 31, 2026			238,216,969			$	238,216			$	1,046,769			$	(1,366,203	)		$	(81,218	)

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

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.

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.

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 $1,366,203 at March 31, 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. While the Company is attempting to continue operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations.  Management believes that the actions presently being taken to further implement the Company’s business plan; to expand sales with a dynamic marketing campaign and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

NOTE 5 – Related Party Transactions

The Company has a consulting agreement with a majority shareholder/board of director. The agreement is for $1,000 monthly. Consulting expense for the three months ended March 31, 2026 and 2025 was $3,000 and $4,000, respectively.

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 $75,000 annually to be paid in shares. On January 2, 2026, a new contract was made with the Chief Financial Officer for a six month period ending on June 30, 2026, which will then continue on a month to month basis.  Compensation is $6,250 per month and can be paid either in cash, restricted shares or a combination of both. Loot8 has an agreement to pay their officer $12,500 a month which includes $2,500 of deferred compensation. $65,000 and $57,500 of deferred compensation is included in accrued board of director/officer compensation at March 31, 2026 and December 31, 2025, respectively. Board of directors’/officer compensation for the three months ended March 31, 2026 and 2025, was $56,250 and $112,500, respectively.

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 $1,155 and $2,840, respectively. The Company also currently operates out of Yes International Inc., offices at no cost.

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GOLD ROCK HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

NOTE 6 – Stock

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 and December 31, 2025, there were 238,216,969 shares issued and outstanding.

NOTE 7 – Sponsorship Commitment

On February 13, 2024, Loot8, Inc., the Company’s wholly owned subsidiary entered into a sponsorship commitment with a consultant to 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. As of July 18, 2024, the Company and the consultant agreed to terminate the consulting agreement. The Company is looking to pursue a direct agreement with the University of Houston.  But, no agreement is yet to be set in place.

NOTE 8 – Concentrations

For the three months ended March 31, 2025, the Company’s sales were with two (2) customers and amounted to $67,500.

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 $15,957 from a class actions lawsuit against its former auditor, BF Borgers, CPA. On April 30, 2026, the Company signed a contract with a customer on its ZoneX AI sports application.

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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. OTHER INFORMATION.

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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