Filed 2026-03-27 · Period ending 2025-12-31 · 15,503 words · SEC EDGAR
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# GOLD ROCK HOLDINGS, INC. (GRHI) — 10-K
**Filed:** 2026-03-27
**Period ending:** 2025-12-31
**Accession:** 0001091818-26-000026
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/894501/000109181826000026/)
**Origin leaf:** 6eba2398cc6897252307e9391cca6d540a5f412d61c5d4fd3b804515fb209523
**Words:** 15,503
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**U.S. SECURITIES AND EXCHANGE COMMISSION**
**Washington, D.C. 20549**
**FORM 10-K**
ANNUAL REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
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)
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Nevada |
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000-51074 |
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87-0434297 | |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(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
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Ticker symbol(s) |
Name of each exchange on which registered | |
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N/A |
N/A |
N/A | |
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.
Securities registered under Section 12(g) of the Exchange Act: Common
stock, par value $0.001 per share, stock symbol: GRHI
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirement 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 if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant has filed a report on
and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its annual report.
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated
filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act:
|
Large accelerated filer |
Accelerated filer | |
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Non-accelerated filer |
Smaller reporting company | |
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Emerging Growth | |
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12(b)-2 of the Exchange Act). Yes No
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.
The aggregate market value of the 35,510,483 shares of common equity
held by non-affiliates computed by reference to the average bid and ask price of $0.06 per share of the registrant's common stock (as
reported on the OTCPINK operated by "The OTC Markets Group, Inc.") at which the common equity was last sold as of the last business
day of its most recently completed second fiscal quarter (June 30, 2025) was approximately $1,349,398.
State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: At March 25, 2026, the registrant had outstanding 238,216,969 shares of common
stock, par value $0.001 per share.
-i-
**Table of Contents**
**INDEX**
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-Page- | |
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PART I |
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Item 1. |
Business |
2 | |
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Item 1A. |
Risk Factors |
3 | |
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Item 1B. |
Unresolved Staff Comments. |
3 | |
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Item 2. |
Property |
3 | |
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Item 3. |
Legal Proceedings |
3 | |
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Item 4. |
Mine Safety Disclosures |
3 | |
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PART II |
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Item 5. |
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
3 | |
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Item 6. |
Selected Financial Data |
4 | |
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Item 7. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
4 | |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
5 | |
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Item 8. |
Financial Statements and Supplementary Data |
5 | |
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Item 9 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
5 | |
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Item 9A. |
Controls And Procedures |
6 | |
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Item 9B. |
Other Information |
7 | |
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
8 | |
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Item 11. |
Executive Compensation |
9 | |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
10 | |
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Item 13. |
Certain Relationships and Related Transactions and Director Independence |
11 | |
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Item 14. |
Principal Accountant Fees and Services |
11 | |
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PART IV |
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Item 15. |
Exhibits, Financial Statement Schedules |
12 | |
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Signatures |
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12 | |
-1-
**SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS**
**PART I**
Except for historical information, this report contains forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such
forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy,
future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including
the words "expects," "anticipates," "intends," "believes" and similar language. Our actual
results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute
to such differences include, but are not limited to, our business reliance on third parties to provide us with technology, our ability
to integrate and manage acquired technology, assets, companies and personnel, changes in market condition, the volatile and intensely
competitive environment in the business sectors in which we operate, rapid technological change, and our dependence on key and scarce
employees in a competitive market for skilled personnel. These factors should not be considered exhaustive; we undertake no obligation
to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events, as well as those discussed in the section "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations." You are cautioned not to place undue reliance on
the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any
revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.
**Item 1.Business.**
**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 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.
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 LOOT8s 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 opened its K-Project Artificial Intelligence
(AI) division that currently offers AI coding and language learning tools. The K-Project division's AI operations seeks to integrate its
AI technology applications and software solutions across various industries, creating and deploying AI personas.
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 September 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 over approximately
one hundred (100+) different languages.
In October 2025, the Company's K-Project Division successfully completed
a beta version of its ZONE-X 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 gametimes. The
Company is actively marketing ZONE-X with the hopes of widespread commercialization.
-2-
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, and other industries. The K Project had (1) one customer who is receiving AI persona coding services for the 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.
**Transfer Agent**
Our transfer agent is Legacy Stock Transfer. whose address is 16891
Addison Road, Suite 247, 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 in our internet websites,
**www.goldrockholdings.com** and **loot8.io** shall not constitute part of this report.
**ITEM 1A. Risk Factors.**
We are a smaller reporting company as defined by Rule 12b-2 of the
Exchange Act and are not required to provide the information called for under this item.
**Item1B. Unresolved Staff Comments.**
None.
**ITEM 2. Properties.**
The Company's administrative functions take place in the office space
of Yes International, which is owned and operated by Richard Kaiser, Gold Rock Holdings, Inc. CFO, Secretary and Director. As a result,
the Company neither rents nor owns any properties. The Company currently has no policy with respect to investments or interests in real
estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
**ITEM 3. Legal Proceedings. **
At this time, there are no material pending legal proceedings to which
the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened
or contemplated against it.
**ITEM 4. Mine Safety Disclosure- (Removed and Reserved).**
Not applicable to this Company.
**PART II**
**ITEM 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.**
Our common stock has been traded on the OTCMARKETS since April 15,
2009, under the symbol "GRHI"
The following table sets forth the high and low bid prices for our
common stock on the OTCPINK as reported by various market makers for 2024 and 2023. The quotations do not reflect adjustments for
retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.
|
| |
High | | |
Low | | |
|
2024 Quarter Ended: | |
| | |
| | |
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March 31, 2024 | |
$ | 0.06 | | |
$ | 0.06 | | |
|
June 30, 2024 | |
$ | 0.06 | | |
$ | 0.06 | | |
|
September 30, 2024 | |
$ | 0.05 | | |
$ | 0.05 | | |
|
December 31, 2024 | |
$ | 0.035 | | |
$ | 0.055 | | |
|
| |
High | | |
Low | | |
|
2025 Quarter Ended: | |
| | |
| | |
|
March 31, 2025 | |
$ | 0.0311 | | |
$ | 0.0311 | | |
|
June 30, 2025 | |
$ | 0.038 | | |
$ | 0.038 | | |
|
September 30, 2025 | |
$ | 0.017 | | |
$ | 0.017 | | |
|
December 31, 2025 | |
$ | 0.022 | | |
$ | 0.022 | | |
As of December 31, 2025, we were authorized to issue 850,000,000 shares,
$0.001 par value, of our common stock, of which 238,216,969 shares were outstanding.Our shares of common stock are held by approximately
170 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include
beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing
agencies.
-3-
**Preferred Stock**
We are authorized to issue up to 50,000,000 shares of our preferred
stock, par value $0.001 per share, from time to time in one or more series. As of the date of this prospectus, no shares of preferred
stock have been issued. Our Board of Directors, without further approval of our stockholders, is authorized to fix the dividend rights
and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to
any series of preferred stock that may be issued in the future.
On January 11, 2024, the board of directors adopted a resolution designating
20,000,000 shares of Series A Preferred Stock. Each of these shares has a par value of $0.001, is not entitled to dividends, has voting
rights equal to 25 common votes per share, has the same liquidation rights as common and are not convertible. After this designation,
the Company still has 30,000,000 blank check preferred stock, par value, $0.001 per share available for designation. The Company has no
preferred shares issued and outstanding at this time.
Issuances of shares of preferred stock, while providing flexibility
in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting
power of the holders of our common stock and prior series of preferred stock then outstanding.
**Dividends**
We have not paid or declared any dividends on our common stock, nor
do we anticipate paying any cash dividends or other distributions on our common stock in the foreseeable future. Any future dividends
will be declared at the discretion of our board of directors and will depend, among other things, on our earnings, if any, our financial
requirements for future operations and growth, and other facts as our board of directors may then deem appropriate.
**ITEM 6. Selected Financial Data.**
Not applicable.
**ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.**
THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION
CONTAINED IN THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.
The following discussion reflects the results of our operations. This
discussion should be read in conjunction with the financial statements which are attached to this report. This discussion contains
forward-looking statements, including statements regarding our expected financial position, business and financing plans. These
statements involve risks and uncertainties. Our actual results could differ materially from the results described in or implied
by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly
under the headings "Special Note Regarding Forward-Looking Statements."
Unless the context otherwise suggests, "we," "our,"
"us," and similar terms, as well as references to "GRHI" or "Gold Rock " all refer to Gold Rock Holdings,
Inc. as of the date of this report.
**Going Concern**
On December 31, 2025, we had total assets of $152,121 and total liabilities
of $154,431. In the absence of significant revenue and profits, we will be completely dependent on additional debt and equity financing.If
we are unable to raise needed funds on acceptable terms, we will not be able to execute our business plan, develop or enhance existing
services, take advantage of future opportunities, if any, or respond to competitive pressures or unanticipated requirements. If we do
not obtain sufficient capital, we will not be able to continue operations.
As of December 31, 2025, Gold Rock Holdings, Inc. had an accumulated
deficit of $1,287,295, which included a net loss of $180,564. Also, during the year ended December 31 2025, we used net cash of $57,493
for operating activities. These factors raise substantial doubt about our ability to continue as a going concern.
While we are attempting to generate revenues, our cash position may
not be significant enough to support our daily operations. Management intends to raise additional funds by way of an offering of
our debt or equity securities (See Item 9B- Other Information). Management believes that the actions presently being taken to further
implement our business plan and generate revenues provide the opportunity for Gold Rock Holdings, Inc. to continue as a going concern.
While we believe in the viability of our business strategy to generate revenues and in our ability to raise additional funds, we
may not be successful.
Our ability to continue as a going concern is dependent upon our capability
to further implement our business plan and generate revenues.
**Results of Operations**
**Year Ended December 31, 2025 Compared to Year Ended December
31, 2024.**
Revenues for the Company's year ended December 31, 2025 totaled $211,500
and in December 31, 2024 the Company had $138,500. For the year ended December 31, 2025, the Companys sales were with two (2) customers
and amounted to $211,500. During 2025, Company through its K - Project AI division had $210,000 from one (1) customer from sales of its
AI coding and language modeling. The Company's LOOT8, Inc. wholly owned subsidiary's Web3 content management system had one (1) customer
for $1,500 in revenue for the year ending December 31, 2025. For the Year Ending December 31, 2024, K-Project AI division had $138,500
from (1) customer from sales of its AI coding and language modeling. And for the year ending December 31, 2024, the Company's LOOT8, Inc.
wholly owned subsidiary's Web3 content management system had $-0- in revenue.
Cost of Goods Sold for the year ended December 31, 2025 and December
31, 2024 totaled $-0-.
Gross profit for the year ended December 31, 2025 was $211,500 and
for the year ended December 31, 2024 was 138,500.
Gross profit margins for year ended December 31, 2025 and December
31, 2024 were 100%.
-4-
Total Operating expenses for the year ended December 31, 2025 totaled
$392,064 compared to $379,194 for December 31, 2024. Advertising fees were $7,280 for the year ended December 31, 2025 compared to $31,357
for the year ended December 31, 2024. Board of Directors/Officer Compensation was $225,000 for the year ended December 31, 2025 compared
to $212,500 for the year ended December 31, 2024.Consulting Fees for the year ended December 31, 2025 were $16,040 compared to $27,000
in December 31, 2024. Engineering fees increased to $80,392 for the year ended December 31, 2025 compared to $-0- fees for the year ended
December 31, 2024. General and Administrative expenses decreased to $63,352 during the year ended December 31, 2025 compared to $108,337 for the year ended in December 31, 2024.
**Net Loss**
Net loss for the years ended December 31, 2025 and 2024 were $180,654
and $240,694, respectively. The decrease in loss was due to the decreases in advertising cost, consulting fees, and general and administrative
costs.
**Liquidity and Capital Resources:**
As of December 31, 2025, our assets totaled $152,121 that consist of
$152,121 in cash. The Company's total liabilities were $154,431 which consisted of accounts payable and accrued expenses and accrued board
of directors/officer compensation fees. As of December 31, 2025, the Company had an accumulated deficit of $1,287,295 and working capital
deficit of $2,310.
For the year ended December 31, 2025, net cash used in operations of
$57,493 was the result of a net loss of $180,564, from a decrease in accounts receivable of $44,000, an increase in accounts payable and
accrued expenses of $15,231 and from an increase in accrued board of directors/officers compensation of $60,800.
For the year ended December 31, 2024, net cash used in operations of
$216,194 was the result of a net loss of $240,694, from an increase in accounts receivable of $44,000, a decrease in accounts payable
and accrued expenses of $8,500 and from an increase in accrued board of board of directors/officers compensation of $77,000.
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 revenue 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.
**Investing Activities**
Net cash used in investing activities was $0 for both calendar years
ended December31, 2025, and 2024.
**Cash from Financing Activities**
Net cash provided by financing activities was $-0- for year ended December
31, 2025, and was $425,700 for year ended December 31, 2024.
**Critical Accounting Policies**
Our consolidated 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 impairment of long-lived assets.
**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, 2021. 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,*CompensationStock 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.
-5-
**ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.**
Not applicable.
**ITEM 8. Financial Statements and Supplementary Data.**
The financial statements and related notes are included as part of
this report as indexed in the appendix on page F-1, *et seq*.
**ITEM 9. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosures.**
There are no disagreements with the accountants on accounting and financial
disclosures.
**ITEM 9A. CONTROLS AND PROCEDURES.**
**Disclosure Controls and Procedures**
Under the supervision and with the participation of our management,
including the Chief Operating Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer),
we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in
Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this report.
**Evaluation of Disclosure Controls and Procedures**
We conducted an evaluation of the effectiveness of the design and operation
of our disclosure controls and procedures (Disclosure Controls) as of the end of the period covered by this Form 10-K. The
Disclosure Controls evaluation was conducted under the supervision and with the participation of management, including our Chief Operating
Officer and Chief Financial Officer. Disclosure Controls are controls and procedures designed to reasonably assure that information required
to be disclosed in our reports filed under the Exchange Act, such as this Form 10-K, is recorded, processed, summarized and reported within
the time periods specified in the U.S. Securities and Exchange Commissions rules and forms. Disclosure Controls are also designed
to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Operating
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
The evaluation of our Disclosure Controls included a review of the
controls objectives and design, our implementation of the controls and the effect of the controls on the information generated
for use in this Form 10-K. Throughout the course of our evaluation of our internal control over financial reporting, we advised our Board
of Directors that we had identified a material weakness as defined under standards established by the Public Company Accounting Oversight
Board (United States). A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements
will not be prevented or detected on a timely basis. The material weakness we identified is discussed in Internal Control Over
Financial Reporting below. Our Chief Operating Officer and Chief Financial Officer have concluded that as a result of the material
weakness, as of the end of the period covered by this Annual Report on Form 10-K, our Disclosure Controls were not effective.
**Internal Control over Financial Reporting**
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting; as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.
Our internal control system was designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with
generally accepted accounting principles. Because of inherent limitations, a system of 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 due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, including our principal operating officer and principal
accounting officer, conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework.
Based on our evaluation, our management concluded that there is a material
weakness in our internal control over financial reporting. The material weakness identified did not result in the restatement of any previously
reported financial statements or any related financial disclosure, nor does management believe that it had any effect on the accuracy
of the Companys financial statements for the current reporting period.
The Company has inadequate segregation of
duties within its cash disbursement control design.
During the year ended December 31, 2025,
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.
The Company is continuing the process of
remediating its control deficiencies. However, the material weakness in internal control over financial reporting that has been identified
will not be remediated until numerous internal controls are implemented and operate for a period of time, are tested, and the Company
is able to conclude that such internal controls are operating effectively. The Company cannot provide assurance that these procedures
will be successful in identifying material errors that may exist in the financial statements. The Company cannot make assurances that
it will not identify additional material weaknesses in its internal control over financial reporting in the future. Management plans,
as capital becomes available to the Company, to increase the accounting and financial reporting staff and provide future investments in
the continuing education and public company accounting training of our accounting and financial professionals.
-6-
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 December 31, 2024. In making this
assessment, management used the May 2013 updated criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.
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.
Because of the material weakness described above, management concluded
that, as of December 31, 2025 our internal control over financial reporting was not effective based on the criteria established in Internal
Control-Integrated Framework issued by COSO. There has been no change in our internal controls that occurred during our most recent fiscal
period that has materially affected, or is reasonably likely to affect, our internal controls.
In May 2013, the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") released an updated version of its Internal Control - Integrated Framework ("2013 Framework"),
Initially issued in 1992, the original framework ("1992 Framework") provided guidance to organizations to design, implement
and evaluate the effectiveness of internal control concepts and simplify their use and application. The 2013 Framework is intended to
improve upon systems of internal control over external financial reporting by formalizing the principles embedded in the 1992 Framework,
incorporating business and operating environment changes and increasing the framework ease of use and application. The 1992 Framework
remained available until December 15, 2014, after which it was superseded by the 2013 Framework. The Company did not experience significant
changes to its internal control over financial reporting as a result of the transition to the 2013 Framework.
This annual report does not include an attestation report of the Companys
registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation
by the Companys registered public accounting firm pursuant to rules of the SEC that permit smaller reporting companies like us
to provide only managements report in this annual report.
This report shall not be deemed to be filed for purposes of Section
18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference
into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such
filing.
No changes have occurred in the Companys internal controls over
financial reporting during the Companys last fiscal quarter, which has materially affected or is likely to affect such controls.
**Item 9B.Other Information**
**2024**
On January 1, 2024, Merle Ferguson sent a letter to the Companys
Board of Directors stating he cancelled his employment compensation agreement that was entered into on January 1, 2023. At this time Mr.
Ferguson has no compensation agreement in place with the Company.
On January 2, 2024, the Company signed a stock subscription agreement
with an individual in the amount of $50,000 for 833,333 shares of restricted common stock. As of the date of this report, the $50,000
has been received while the shares have yet to be issued.
On January 11, 2024, the board of directors adopted a resolution authorizing
the designation of Series A Preferred Stock. The number of shares designated is 20,000,000. Each of these shares has a par value of $0.001,
is not entitled to dividends, has voting rights equal to 25 common votes per share, has the same liquidation rights as common and are
not convertible.
On January 31, 2024, the Company signed a stock subscription agreement
with an individual in the amount of $50,000 for 833,333 shares of restricted common stock. As of the date of this report, the $50,000
has been received, but the shares have not yet been issued.
On February 1, 2024, the Company's wholly-owned subsidiary LOOT8, Inc.
hired Anthony Denkinger as its Chief Executive Officer.
On February 7, 2024, the Company signed a stock subscription agreement
with an individual in the amount of $200,000 for 3,333,333 shares of restricted common stock. As of the date of this report, the $200,000
has been received but the shares have not yet been issued.
On February 13, 2024, Loot8, Inc., the Companys wholly owned
subsidiary entered into a sponsorship commitment with the University of Houston in the amount of $125,000 for one year ending on February
12, 2025 under the contract the Company is to be paid in twelve (12) installments of $10,416.66 each.
On February 15, 2024, the Company signed a stock subscription agreement
with an individual in the amount of $50,000 for 833,333 shares of restricted common stock. As of the date of this report, the $50,000
has been received, but the shares have not yet been issued.
-7-
On February 20, 2024, the Company entered into a Business Advisory
Agreement with EAN Companies. The agreement call for EAN Companies and its representative to provide consulting and financial marketing
services for a total fee of $15,000; $5000 paid at the time of signing, February 20, 2024, and subsequent monthly payments of $2500. The
agreement ended on June 19, 2024 and the Company didn't re-engage.
On May 7, 2024, the Company's changed its PCAOB auditing firm to Michael
Gillespie & Associates, CPAs,PLLC.
On June 01, 2024, GRHI started a new operational division, "K
Project," a division committed to finding new technological advancements in Artificial Intelligent (AI) applications through unique
AI agent personas.
On July 2, 2024, LOOT8, Inc., the Company's wholly-owned subsidiary
received from Perpetual Sports. LLC the return of approximately $20,833 to the Company for payments made on the consulting agreement for
April and May 2024. The Company and Perpetual Sports mutually agreed to terminated month-to-month consultant agreement on July 18, 2024.
**2025**
On February 6, 2025, the Company announced that Anthony Denkinger was
appointed as Chief Operations Officer (COO) of Gold Rock Holdings, Inc.
On June 30, 2025, the Company issued 80,000 shares of stock at $0.03
per share, valued at $3,040. The issuance paid a consulting firm, Legacy Consulting, Inc., an Arkansas Corporation for services rendered
in leu of cash compensation.
**Subsequent Event**
On January 02, 2026, Mr. Richard Kaiser entered on a 6-month extension
on his employment agreement as CFO and Director of the Company, which calls for $6,250 per month to paid in cash, restricted shares or
combination. The contract will end June 30, 2026, but has a month-to-month provision, with 30-day notice of cancellation or allows the
parties to enter into a longer term contract (Exhibit 10.6).
On March 12, 2024, The Company received a refund of $12,200 from the
engineering software entity who provided engineering software services to assist the Company on its SAID AI translation platform.
**PART III**
**ITEM 10. Directors, Executive Officers and Corporate Governance.**
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.
|
NAME |
|
AGE |
|
POSITION | |
|
Marcus Daley |
|
56 |
|
CEO/Chairman | |
|
Richard Kaiser |
|
61 |
|
CFO/Secretary/Director | |
|
Merle Ferguson |
|
79 |
|
Chairman/President | |
|
Anthony Denkinger (1) |
|
32 |
|
COO | |
(1) On February 6, 2025, the Board of Directors appointed Mr. Anthony
Denkinger the Company's Chief Operation Officer, and since February 1, 2024 he has been the Chief Executive Officer of the Company's wholly-owned
subsidiary, LOOT8, Inc.
**BIOGRAPHY**
Marcus Daley recently served as Chief Technology Officer for S&P
Global Ratings from early 2018 to mid-2022 where he revitalized the technology organization and led an initiative to move global operations
and product delivery to a single cloud platform. During that same time, from late 2021 to mid-2022 he served as CTO for Mountain
America Credit Union, helping them explore Web3 and digital assets as the next frontier for financial services. Prior to that, from 2004
to 2018 he was CTO for Nice inContact and CTO for S&P Global Market Intelligence among other roles as CTO building innovative startups
and helping mid-size companies through M&A transformations. Mr. Daley attended Utah State University and Colorado State University
where he received a BA in International Studies and an MBA. The Board reviewed Mr. Daley's background and considered him qualified for
his positions.
Mr. Ferguson became Chairman of the Board of the Company in January
2000, and since January 2014 he has been the sole officer / director of the Company. Prior to that, he had no relationship with
the Company. Mr. Ferguson attended Yakima Valley College from 1964-1966 with a major in forestry and a minor in Business Management. In
April of 1966, he enlisted in the United States Marine Corps, serving two tours in Vietnam, and was honorably discharged in 1970. From
January 12, 2010 to March, 19, 2019, Mr. Ferguson served as Chairman, Secretary, Treasurer and a majority shareholder of Predictive Technology
Group, Inc., a company located in Salt Lake City, Utah. Predictive Technology Group, Inc. is a biotech company involved in the manufacturing
and marketing of products making stem cells and genetic therapeutics.Predictive Technology Group, Inc.'s stock trades on the OTC
Markets-Pink. From January 2009 to the present, Mr. Ferguson has served as Chairman, President, CEO, CFO and majority owner of Element
Global, Inc., located in Virginia Beach, Virginia. Element Global provides mining, media and energy services. The stock of
Element Global trades on the OTC Markets Pink, no information market. Beginning in May, 2014, Mr. Ferguson also became Chairman and President
of Element Global. Mr. Ferguson became Chairman of the Board of the BioForce Nanosciences Holdings, Inc. on July 8, 2013, and subsequently
on December 1, 2016 he also became CEO and President of the BioForce Nanosciences Holdings, Inc., a company which sells vitamin supplements
and which is located in Virginia Beach, Virginia. He resigned as CEO and President of Bioforce in November 2021, but remains BFNH's Chairman.
BFNH is a fully reporting entity with its stock trading on the OTC MARKET - Pink under the symbol BFNH. From November 2018 to April 2023,
Mr. Ferguson served as President, Chairman and CEO of Bravo Multinational, Inc., which is traded on the OTC Markets under the symbol BRVO.
The Board reviewed Mr. Ferguson's background and considered him qualified for his position due to his educational background and his experience
with SEC filings and public companies.
-8-
Richard Kaiser in August 2022 became a Director, CFO, Corporate Secretary
and Corporate Governance Officer of Gold Rock Holdings, Inc. He has served as an officer and Co-Owner of Yes International since July,
1991. Yes International is a full-service EDGAR conversion filing agent, investor relations and venture capital firm located in Virginia
Beach, Virginia. From July 1, 2013 to the present, Mr. Kaiser has also served as a Director, Secretary and CFO of BioForce NanoSciences
Holdings, a public company formed under the laws of Nevada with its headquarters located in Virginia Beach, Virginia. BioForce NanoSciences
Holdings, Inc. is in the business private labeling vitamins and nutritional supplements. BioForce NanoSciences Holdings, Inc. trades under
the symbol BFNH on the OTC Markets. From April 1, 2015 to the present, Mr. Kaiser has also served as a Director, Secretary, and
CFO of Bravo Multinational, Inc., a public company under symbol BRVO on OTC Markets. Bravo Multinational Incorporated is formed under
the laws of Wyoming with its headquarters located in Virginia Beach, VA. Bravo is in the business of buying and selling casino gaming
equipment. In 1990, Mr. Kaiser received a Bachelor of Arts degree in International Economics from Oakland University. The Board reviewed
Mr. Kaiser's background and considered him qualified for his position due to his educational background and his experience with SEC filings
and public companies.
Anthony Denkinger on February 1, 2024 became the Chief Executive Officer
(CEO) at LOOT8, Inc. (LOOT8), which is a wholly owned subsidiary of Gold Rock Holdings, Inc. LOOT8 drives advanced solutions in AI and
blockchain. He honed his leadership and operational acumen as a U.S. Air Force Captain, overseeing hundreds of personnel across critical
logistical operations. Holding a B.S. from the U.S. Air Force Academy and an MBA from the University of Illinois, he blends strategic
thinking with agile methodologies to tackle complex challenges. On February 6, 2025 Mr. Denkinger was appointed the Chief Operations Officer
of Gold Rock Holdings, Inc. Mr. Denkinger's results-focused leadership style unites cross-functional teams, fostering trust and decisive
action. The Board reviewed Mr. Denkinger''s background and considered him qualified for his positions.
**BOARD OF DIRECTORS AND COMMITTEES**
The Board of Directors acts as the Audit Committee and the Board has
no separate committees. The Company has no qualified financial expert, because it has inadequate financial resources at this time to hire
such an expert.
The Company anticipates that a qualified financial expert will be obtained
when the Company's financial position improves.
**ITEM 11. Executive Compensation.**
The table below summarizes the compensation during the last two fiscal
years received by our executive officers:
|
Name andPrincipal
Position |
Year |
Salary |
Bonus
($) |
Stock Awards
($) |
Option Awards
($) |
Non-Equity
Incentive
Plan Compensation
($) |
Nonqualified
Deferred
Compensation
($) |
All Other
Compensation
($) |
Total
($) (1)(2) | |
|
|
|
|
|
|
|
|
|
|
| |
|
Marcus Daley,
CEO & Directors (2) |
2024
2025 |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- | |
|
|
|
|
|
|
|
|
|
|
| |
|
Merle Ferguson (3)
President & Chairman |
2024
2025 |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- | |
|
|
|
|
|
|
|
|
|
|
| |
|
Richard Kaiser
CFO, Secretary & Director |
2024
2025 |
$75,000
$75,000 |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$75,000 (4)
$75,000 (4) | |
|
|
|
|
|
|
|
|
|
|
| |
|
Anthony Denkinger
COO(6) |
2024
2025 |
$150,000
$150,000 |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$-0-
$-0- |
$150,000 (5)
$150,000 (5) | |
|
(1) | Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than
$10,000. | |
|
(2) | Marcus Daley became CEO and Director on October 3, 2023. In 2024& 2025, no compensation contract has been entered into with Mr.
Daley as of the date of this filing. | |
|
(3) | Mr. Ferguson's contract on January 01, 2024, was cancelled. In 2024 & 2025, no compensation contract has been entered into with
Mr. Ferguson as of the date of this filing | |
|
(4) | In 2024, Mr. Kaiser received $26,500 in compensation on accrued wages owed and $12,000 in consulting fees to YES International, a
Company controlled by Mr. Kaiser. In 2025 he received $42,000 in compensation on accrued wages and $12,000 in consulting fees to YES International. | |
|
(5) | Anthony Denkinger on February 1, 2024 entered into a 2-year employment contract with the Company's wholly-owned subsidiary LOOT8,
Inc. whereas he is the CEO. The parent Company Gold Rock Holdings, Inc. pays him as the COO of LOOT8, Inc. $10,000 per month with $2,500
being deferred; accrued payment not expected until such time when theCompany and/or wholly subsidiary has stronger financial status. | |
|
(6) | On February 6, 2025, Mr. Denkinger became the COO of Gold Rock Holdings, Inc. and at this time he does not have an employment compensation
agreement. | |
**Employment Agreements**
On January 1, 2024, Mr. Ferguson cancelled his employment contract
with the Company that was entered into on January 1, 2023 (See Exhibit 10.3). As of this date of the filing, Mr. Ferguson has yet to enter
into a new employment contract with the Company.
On January 1, 2023, the Company entered into an employment contract
with Mr. Kaiser for his role as CFO/Secretary/ Director for a three (3) year period from January 01, 2023 until December 31, 2025, annual
pay at $75,000 (See Exhibit 10.4).
Prior to becoming an officer/director Mr. Kaiser had a consulting agreement
with the Company. The consulting agreement is a monthly agreement for the period ending 2024 and is still active with Mr. Kaiser's company
YES International (See Exhibit 10.2).
As of the date of this filing, Mr. Kaiser entered on January 02, 2026,
a 6-month employment agreement which calls for $6,250 per month to paid in cash, restricted shares or combination. The contract will end
June 30, 2026, but has a month-to-month provision, with 30-day notice of cancellation or allows the parties to enter into a longer term
contract.
As of the date of this filing, Mr. Daley has yet to enter into an employment
agreement with the Company. Mr. Daley has decided to wait until the Company can become financial stable before entering into an employment
agreement with the Company.
-9-
On February 01, 2024, Mr. Anthony Denkinger entered into an employment
agreement with the Company's wholly-owned subsidiary, LOOT8, Inc. as the Chief Executive Officer. The contract is a 2-year agreement which
terminate on January 31, 2026, but can continue on a month-to-month bases with a 30-day notification prior to the contract's end date.
Anthony Denkinger receives $12,500 per month of which $2,500 is deferred until the Company's wholly-owned subsidiary and/or the parent
Company, Gold Rock Holdings, Inc. has the financial health to support full payment on accrued wages (See Exhibit 10.5). On February 6,
2025, Anthony Denkinger was appointed the Chief Operations Officer (COO) of Gold Rock Holdings, Inc., and at this time there in no compensation
agreement with the parent Company.
**Stock Options**
The Company had no stock options outstanding at December 31, 2025.
**Board of Directors Compensation**
On January 1, 2024, Mr. Ferguson cancelled his Director compensation
agreement. As of December 31, 2025, Mr. Ferguson has no compensation agreement in place as his role as Chairman/President of the Company.
Mr. Richard Kaiser is a Director and CFO of the Company and during
the period ending 2024, Mr. Kaiser had received monetary compensation for accrued wages equaling $26,350. During the period ending 2025,
Mr. Kaiser received monetary compensation for accrued wages equaling $42,000.
Mr. Daley CEO/Director, has no compensation agreement in place as his
role as an Officer/Director of the Company.
**ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.**
The following table sets forth certain information regarding the beneficial
ownership of our common stock as of December 31, 2025, by (i) each person who is known by us to own beneficially more than 5% of our outstanding
common stock; (ii) each of our officers and directors; and (iii) all of our directors and officers as a group.
|
Name and Address of Beneficial Owner | |
Amount of Common Stock Beneficially Owned | | |
Percentage Ownership of Common stock (1) | | |
|
| |
| | |
| | |
|
Marcus Daley(2) 2020 General Booth Blvd. Virginia Beach, VA 23454 | |
| 152,790,212 | | |
| 64.14 | % | |
|
| |
| | | |
| | | |
|
Richard Kaiser(3) 2020 General Booth Blvd. Virginia Beach, VA 23454 | |
| 5,997,043 | | |
| 2.52 | % | |
|
| |
| | | |
| | | |
|
Merle Ferguson 2020 General Booth Blvd Virginia Beach, VA 23454 | |
| -0- | | |
| -0- | | |
|
| |
| | | |
| | | |
|
Anthony Denkinger(4) 2020 General Booth Blvd Virginia Beach, VA 23454 | |
| 11,000,000 | | |
| 4.62 | % | |
|
| |
| | | |
| | | |
|
All Officers and Directors as a Group (4 persons) | |
| 169,787,255 | | |
| 71.27 | % | |
|
(1) | Applicable percentage ownership is based on 238,216,969 shares outstanding as of March 10, 2026. There are no options, warrants, rights,
conversion privilege or similar right to acquire the common stock of the Company outstanding as of the date of this filing | |
|
(2) | Marcus Daley became the controlling shareholder and Office/Director in October 2023. | |
|
(3) | Mr. Kaiser owns directly 5,99,5834 shares of common stock and he owns 1,209 shares beneficially through his Company, Yes International.
Mr. Kaiser became a officer/director in August 2022. | |
|
(4) | Anthony Denkinger on February 1, 2024 became the Chief Executive Officer of LOOT8, Inc. the Company's wholly-owned subsidiary, and
on February 6, 2025 he became the Chief Operations Officer for Gold Rock Holdings, Inc. | |
All Officer/Director beneficial ownership reports are current and filed
with US SEC EDGAR system.
-10-
**RECENT SALES OF UNREGISTERED SECURITIES**.
*2024 Unregistered Securities*
On January 2, 2024, the Company signed a stock subscription agreement
with an accredited investor in the amount of $50,000 for 833,333 shares of restricted common stock. On April 4, 2024, the Company issued
restricted 144-shares at $0.06 per share.
On January 31, 2024, the Company signed a stock subscription agreement
with an accredited investor in the amount of $50,000 for 833,333 shares of restricted common stock. On April 4, 2024, the Company issued
restricted 144-shares at $0.06 per share.
On February 7, 2024, the Company signed a stock subscription agreement
with an accredited business entity in the amount of $200,000 for 3,333,333 shares of restricted common stock. On April 4, 2024, the Company
issued restricted 144-shares at $0.06 per share.
On February 20, 2024, the Company signed a stock subscription agreement
with an accredited business entity in the amount of $50,000 for 833,333 shares of restricted common stock. On April 4, 2024, the Company
issued restricted 144-shares at $0.06 per share.
In June, 2024, the Company signed a stock subscription agreement with
an accredited investor in the amount of $75,000 for 1,250,000 shares of restricted common stock. On July 1 2024, the Company issued restricted
144-shares at $0.06 per share.
In 2024, the above stock issuances of 7,083,332 restricted shares in
aggregate were not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the
manner of the issuance. The proceeds are for the Company's working capital needs.
*2025 Unregistered Securities*
On June 30, 2025, the Company issued 80,000 shares of stock at $0.03
per share, valued at $3,040. The issuance paid a consulting firm, Legacy Consulting, Inc., an Arkansas Corporation for services rendered
in leu of cash compensation.
All securities issuances described above are deemed "restricted
securities" within the meaning of that term as defined in Rule 144 of the Securities Act and have been issued pursuant to the "private
placement" exemption under Section 4(2) of the Securities Act. Such transactions did not involve a public offering of securities.
All purchasers in the private placement had access to information on the Company necessary to make an informed investment decision. The
Company has been informed that all purchasers were able to bear the economic risk on investment in the Company and the new shareholders
are aware that the securities were not registered under the Securities Act, and cannot be re-offered or re-sold unless they are registered
or are qualified for sale pursuant to an exemption from registration. The transfer agent and registrar of the Company will be instructed
to mark "stop transfer" on its ledger regarding these shares.
As of the date of this filing the Company has outstanding 238,216,969
shares of common stock, par value $0.001 per share.
**REPORTS TO SECURITY HOLDERS**
The public may read and copy any materials the Company files with the
SEC at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an internet site that
contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which
can be found at http://www.sec.gov.
**ITEM 13. Certain Relationships and Related Transactions and
Director Independence.**
On January 1, 2024, Mr. Ferguson cancelled his compensation agreement
with the Company. As of this date of the filing there is no new compensation agreement between the Company and Mr. Ferguson.
On August 26, 2022, Mr. Richard Kaiser was appointed by The Company's
Board of Directors as the CFO, Secretary and Director. On December 31, 2022, the Board of Directors approved a three-year employment contract
from January 01, 2023 until December 31, 2025. Mr. Kaiser is to receive $75,000 per year during the term of the contract (See Exhibit
10.4). Subsequently, on January 02, 2026, Richard Kaiser entered into a 6-month contract extending his employment agreeement until June
30, 2026 (See Exhibit 10.6).
Mr. Richard Kaiser, CFO, Secretary and Director is the owner of YES
International which has a consulting agreement with Gold Rock Holdings, Inc. (See Exhibit 10.2). YES International is to receive $1,000
per month for its services. The Consulting expense for each of the years ended December 31, 2025 and 2024 was $12,000, respectively. Outside
of the consulting agreement, the Company paid YES International for each of the years ended December 31, 2025 and 2024 for press release
wire services and Edgar filing fees a total in the amount of $5,905 and $5,365,respectively. The Company also currently operates out of
YES International, LLC, offices at no cost.
Except as otherwise indicated above, there have been no other related
party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.
**ITEM 14.Principal Accounting Fees and Services.**
**Audit Related Fees**
The aggregate fees billed by BF Borgers CPA PC for audit and review
services for financial statements for the year ended December 31, 2025 was $ -0- and for the year ended December 31, 2024 was 27,500 (On
May 7, 2024, the Company's changed its PCAOB auditing firm to Michael Gillespie & Associates, CPAs ,PLLC.).
The aggregate fees billed by Michael Gillespie & Associates, CPAs,PLLC
for audit and review services for financial statements for the year ended December 31, 2024 was $31,000.
-11-
The aggregate fees billed by Michael Gillespie & Associates, CPAs,PLLC
for audit and review services for financial statements for the year ended December 31, 2025 was $52,500.
**Tax Fees**
There were no aggregate fees billed by BF Borgers CPA PC for professional
services rendered for tax services for the fiscal years ended December 31, 2024 (On May 7, 2024, the Company's changed its PCAOB auditing
firm to Michael Gillespie & Associates, CPAs ,PLLC).
There were no aggregate fees billed by Michael Gillespie & Associates,
CPAs, PLLC. for professional services rendered for tax services for the fiscal years ended December 31, 2024 and 2025.
**All Other Fees**
There were no other fees billed by BF Borgers CPA PC for professional
service rendered for the fiscal years ended December 31, 2024, other than as stated under the captions Audit Fees, Audit-Related Fees,
and Tax Fees.
There were no other fees billed by Michael Gillespie & Associates,
CPAs, PLLC. for professional service rendered for the fiscal years ended December 31, 2024 and 2025, other than as stated under the captions
Audit Fees, Audit-Related Fees, and Tax Fees.
**ITEM 15. Financial Statements and Exhibits.**
Index to Financial Statements F-1- F-9
(b) Index to Exhibits.
Exhibit No. Description of
Exhibit
[3.1](http://www.sec.gov/Archives/edgar/data/894501/000109181821000095/ex31.htm)
Certificate of Incorporation*
[3.2](http://www.sec.gov/Archives/edgar/data/894501/000109181821000095/ex32.htm)
Bylaws*
[10.1](http://www.sec.gov/Archives/edgar/data/894501/000109181822000025/ex101.htm)
Employment Agreement Merle Ferguson (Old Contract)*
[10.2](http://www.sec.gov/Archives/edgar/data/894501/000109181821000095/ex102.htm)
Consulting Agreement Richard Kaiser (Yes International)*
[10.3](http://www.sec.gov/Archives/edgar/data/894501/000109181823000035/ex103.htm)Employment Agreement Merle Ferguson (New Contract)*
[10.4](http://www.sec.gov/Archives/edgar/data/894501/000109181823000035/ex104.htm)
Employment Agreement Richard Kaiser (Old Contract)*
[10.5](http://www.sec.gov/Archives/edgar/data/894501/000109181825000017/ex10_5.htm)
Employment Agreement - Anthony Denkinger*
[10.6](ex10_6.htm) Employment Agreement
Richard Kaiser+
[31.1](ex31_1.htm) 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](ex31_2.htm) Certification Chief
Fianancial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to 302 of the Sarbanes-Oxley Act of 2002+
[32.1](ex32_1.htm) 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](ex32_2.htm) Certification Chief
Fianancial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002+
101 Interactive XBRL Instance Document (XBRL tags
are embedded within the Inline XBRL document)+
* Previously filed
+ Filed herewith
****
**SIGNATURES**
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly
authorized.
**GOLD ROCK HOLDINGS, INC.**
Date: March 27, 2026
|
By |
/s/ Marcus Daley |
| |
|
Marcus Daley |
| |
|
Chief Executive Officer and Director |
| |
|
|
| |
|
By |
/s/Richard Kaiser |
| |
|
Richard Kaiser, Chief Financial Officer, Secretary, and Director |
| |
-12-
**FINANCIAL INFORMATION**
**GOLD ROCK HOLDINGS, INC.**
|
| |
|
FINANCIAL REPORTS | |
|
AT | |
|
DECEMBER 31, 2025 | |
**INDEX TO FINANCIAL STATEMENTS**
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
F-2 | |
|
|
| |
|
Balance Sheets at December 31, 2025 and 2024- Audited |
F-3 | |
|
|
| |
|
Statements of Operations for the Years Ended December 31, 2025 and 2024-
Audited |
F-4 | |
|
|
| |
|
Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 - Audited |
F-5 | |
|
|
| |
|
Statements of Changes in Equity for the Years Ended December 31, 2025 and 2024- Audited |
F-6 | |
|
|
| |
|
Notes to Consolidated Financial Statements |
F-7-9 | |
F-1
**MICHAEL GILLESPIE & ASSOCIATES, PLLC**
**CERTIFIED PUBLIC ACCOUNTANTS**
**Vancouver, WA 98666**
**206.353.5736**
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM (PCAOB ID #6108)**
To the Shareholders, Board of Directors & Shareholders of Gold
Rock Holdings, Inc.
**Opinion on the Financial Statements**
We have audited the accompanying restated balance sheets of Gold Rock
Holdings, Inc. as of December 31, 2025 and 2024 and the related statements of operations, changes in stockholders deficit, cash
flows, and the related notes (collectively referred to as financial statements) for the years then ended. In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024
and the results of its operations and its cash flows for the years December 31, 2025 and 2024 in conformity with accounting principles
generally accepted in the United States of America.
**Going Concern**
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #4 to the financial statements, although the Company has limited operations
and it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Managements
plan in regard to these matters is also described in Note #4. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
**Basis for Opinion**
These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control
over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC
We have served as the Companys auditor since 2024.
PCAOB ID: 6108
Vancouver, Washington
March 20, 2026
F-2
**Gold Rock Holdings, Inc.**
**CONSOLIDATED BALANCE SHEETS**
|
| |
| | | |
| | | |
|
December 31, | |
2025 | | |
2024 | | |
|
ASSETS | |
| | | |
| | | |
|
Current Assets | |
| | | |
| | | |
|
Cash | |
$ | 152,121 | | |
$ | 209,614 | | |
|
Accounts Receivable | |
| - | | |
| 44,000 | | |
|
| |
| | | |
| | | |
|
Total Current Assets | |
| 152,121 | | |
| 253,614 | | |
|
| |
| | | |
| | | |
|
Total Assets | |
$ | 152,121 | | |
$ | 253,614 | | |
|
| |
| | | |
| | | |
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Current Liabilities | |
| | | |
| | | |
|
Accounts Payable and Accrued Expenses | |
$ | 16,631 | | |
$ | 1,400 | | |
|
Accrued Board of Directors/Officer Compensation | |
| 137,800 | | |
| 77,000 | | |
|
| |
| | | |
| | | |
|
Total Current Liabilities | |
| 154,431 | | |
| 78,400 | | |
|
| |
| | | |
| | | |
|
Total Liabilities | |
| 154,431 | | |
| 78,400 | | |
|
| |
| | | |
| | | |
|
Stockholders' Equity (Deficit) | |
| | | |
| | | |
|
Common Stock - $0.001 Par; 850,000,000 Shares Authorized, | |
| | | |
| | | |
|
238,216,969 and 238,136,969 Issued and Outstanding, Respectively | |
| 238,216 | | |
| 238,136 | | |
|
Additional Paid-In-Capital | |
| 1,046,769 | | |
| 1,043,809 | | |
|
Accumulated Deficit | |
| (1,287,295 | ) | |
| (1,106,731 | ) | |
|
| |
| | | |
| | | |
|
Total Stockholders' Equity (Deficit) | |
| (2,310 | ) | |
| 175,214 | | |
|
| |
| | | |
| | | |
|
Total Liabilities and Stockholders' Equity (Deficit) | |
$ | 152,121 | | |
$ | 253,614 | | |
**The accompanying notes are an integral part
of these consolidated financial statements**
F-3
**Gold Rock Holdings, Inc.**
**CONSOLIDATED STATEMENTS OF OPERATIONS**
|
| |
| | | |
| | | |
|
Years Ended December 31, | |
2025 | | |
2024 | | |
|
| |
| | |
| | |
|
Sales | |
$ | 211,500 | | |
$ | 138,500 | | |
|
| |
| | | |
| | | |
|
Cost of Sales | |
| - | | |
| - | | |
|
| |
| | | |
| | | |
|
Gross Profit | |
| 211,500 | | |
| 138,500 | | |
|
| |
| | | |
| | | |
|
Operating Expenses | |
| | | |
| | | |
|
Advertising | |
| 7,280 | | |
| 31,357 | | |
|
Board of Directors/Officer Compensation | |
| 225,000 | | |
| 212,500 | | |
|
Consulting | |
| 16,040 | | |
| 27,000 | | |
|
Engineering | |
| 80,392 | | |
| - | | |
|
General and Administrative | |
| 63,352 | | |
| 108,337 | | |
|
| |
| | | |
| | | |
|
Total Expenses | |
| 392,064 | | |
| 379,194 | | |
|
| |
| | | |
| | | |
|
Net Loss | |
$ | (180,564 | ) | |
$ | (240,694 | ) | |
|
| |
| | | |
| | | |
|
Weighted Average Number of Common Shares -Basic and Diluted | |
| 238,158,010 | | |
| 237,292,251 | | |
|
| |
| | | |
| | | |
|
Net Loss Per Common Shares -Basic and Diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
****
**The accompanying notes are an integral part
of these consolidated financial statements.**
F-4
**Gold Rock Holdings, Inc.**
**CONSOLIDATED STATEMENTS OF CASH FLOWS**
|
| |
| | | |
| | | |
|
Years Ended December 31, | |
2025 | | |
2024 | | |
|
Cash Flows from Operating Activities: | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Net Loss | |
$ | (180,564 | ) | |
$ | (240,694 | ) | |
|
Adjustments to Reconcile Net Loss to Net Cash | |
| | | |
| | | |
|
Used in Operating Activities: | |
| | | |
| | | |
|
Consulting Fees Paid with Common Stock Issuance | |
| 3,040 | | |
| - | | |
|
Changes in Assets and Liabilities: | |
| | | |
| | | |
|
Accounts Receivable | |
| 44,000 | | |
| (44,000 | ) | |
|
Accounts Payable and Accrued Expenses | |
| 15,231 | | |
| (8,500 | ) | |
|
Accrued Board of Directors/Officer Compensation | |
| 60,800 | | |
| 77,000 | | |
|
| |
| | | |
| | | |
|
Net Cash Flows Used In Operating Activities | |
| (57,493 | ) | |
| (216,194 | ) | |
|
| |
| | | |
| | | |
|
Cash Flows from Investing Activities | |
| - | | |
| - | | |
|
| |
| | | |
| | | |
|
Cash Flows from Financing Activities | |
| | | |
| | | |
|
Cash Proceeds Received from Sale of Common Stock | |
| - | | |
| 425,000 | | |
|
Capital Contributions from Directors | |
| - | | |
| 700 | | |
|
| |
| | | |
| | | |
|
Net Cash Flows Provided by Financing Activities | |
| - | | |
| 425,700 | | |
|
| |
| | | |
| | | |
|
Net Change in Cash | |
| (57,493 | ) | |
| 209,506 | | |
|
| |
| | | |
| | | |
|
Cash - Beginning of Year | |
| 209,614 | | |
| 108 | | |
|
| |
| | | |
| | | |
|
Cash - End of Year | |
$ | 152,121 | | |
$ | 209,614 | | |
|
| |
| | | |
| | | |
|
Cash Paid During the Year for: | |
| | | |
| | | |
|
Interest | |
$ | - | | |
$ | - | | |
|
Income Taxes | |
$ | - | | |
$ | - | | |
**The accompanying notes are an integral part
of these consolidated financial statements.**
F-5
**Gold Rock Holdings, Inc.**
**CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIT)**
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
| |
Common Stock | | |
Additional | | |
| | |
Total | | |
|
| |
$0.001 Par | | |
Paid-In | | |
Accumulated | | |
Stockholders' | | |
|
For The Year Ended December 31, 2024 | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Equity | | |
|
| |
| | |
| | |
| | |
| | |
| | |
|
Balance - January 1, 2024 | |
| 231,053,636 | | |
$ | 231,053 | | |
$ | 625,192 | | |
$ | (866,037 | ) | |
$ | (9,792 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Common Stock Sold | |
| 5,833,333 | | |
| 5,833 | | |
| 344,167 | | |
| - | | |
| 350,000 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Capital Contributions - Directors | |
| - | | |
| - | | |
| 700 | | |
| - | | |
| 700 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Common Stock Sold | |
| 1,250,000 | | |
| 1,250 | | |
| 73,750 | | |
| - | | |
| 75,000 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Net Loss | |
| - | | |
| - | | |
| - | | |
| (240,694 | ) | |
| (240,694 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balance - December 31, 2024 | |
| 238,136,969 | | |
$ | 238,136 | | |
$ | 1,043,809 | | |
$ | (1,106,731 | ) | |
$ | 175,214 | | |
|
| |
Common Stock | | |
Additional | | |
| | |
Total | | |
|
| |
$0.001 Par | | |
Paid-In | | |
Accumulated | | |
Stockholders' | | |
|
For The Year Ended December 31, 2025 | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Equity (Deficit) | | |
|
| |
| | |
| | |
| | |
| | |
| | |
|
Balance - January 1, 2025 | |
| 238,136,969 | | |
$ | 238,136 | | |
$ | 1,043,809 | | |
$ | (1,106,731 | ) | |
$ | 175,214 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Consulting Fees Paid with Common Stock | |
| 80,000 | | |
| 80 | | |
| 2,960 | | |
| - | | |
| 3,040 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Net Loss | |
| - | | |
| - | | |
| - | | |
| (180,564 | ) | |
| (180,564 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balance - December 31, 2025 | |
| 238,216,969 | | |
$ | 238,216 | | |
$ | 1,046,769 | | |
$ | (1,287,295 | ) | |
$ | (2,310 | ) | |
**The accompanying notes are an integral part
of these consolidated financial statements.**
F-6
**GOLD ROCK HOLDINGS, INC.**
**NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS**
**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. The Loot8, Inc. platform is 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 ZONE-X sports
AI App. Tthe Company is now moving forward with these apps for commercializations.
**NOTE 2 Summary of Significant Accounting Policies**
**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 Companys 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.
**Reclassifications**
Certain amounts in the prior year financial statements have been reclassified
to conform with current year presentation. The reclassifications made to the prior year have no impact on net loss or overall presentation
of the financial statements.
**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.
F-7
**GOLD ROCK HOLDINGS, INC.**
**NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS**
**NOTE 2 Summary of Significant Accounting Policies
continued**
**Accounts Receivable**
The Company considers accounts receivable to be fully collectible.
Accordingly, no allowance for doubtful accounts is required. If amounts become uncollectible, they will be charged to operations when
that determination is made.
**Stock-Based Compensation**
We account for employee and non-employee stock-based compensation in
accordance with the guidance of FASB ASC Topic 718,*CompensationStock 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 ofaccounts 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.
**NOTE 4 Going Concern**
The Companys 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 $1,287,295 at December 31, 2025, which, among other factors, raises substantial
doubt about the Companys ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent
on the Companys 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 Companys cash position may not be significant enough to support the Companys daily operations.
Management believes that the actions presently being taken to further implement the Companys 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 Companys ability
to further implement its business plan and generate revenues.
**NOTE 5 Related Party Transactions**
During the year ended December 31, 2024, a director of the Company
paid one invoice of the Company in the amount of $700. This amount will not be reimbursed to the director and is included in additional
paid in capital at December 31, 2024.
F-8
**GOLD ROCK HOLDINGS, INC.**
**NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS**
**NOTE 5 Related Party Transactions continued**
The Company has a consulting agreement with a majority shareholder/board
of director. The agreement is for $1,000 monthly. Consulting expense for each of the years ended December 31, 2025 and 2024 was $13,000
and $12,000, respectively.
The Company entered into a compensation agreement beginning January
1, 2023 and ending on December 30, 2028 in the amount of $95,000 annually, payable in common stock with its Board Chairman. This contract
was terminated in October 2023 and a new contract has yet to be agreed upon. An additional contract was approved for the Companys
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 cash, shares or combination of cash/shares. Loot8 has an agreement to pay their officer $12,500 a month which includes $2,500 of deferred
compensation. $57,500 and $27,500 of deferred compensation is included in accrued board of director/officer compensation at December 31,
2025 and December 31, 2024, respectively. Board of directors/officer compensation for the years ended December 31, 2025 and 2024,
was $225,000 and $212,500, 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 each of the years ended December 31, 2025 and 2024 the Company paid press release
wire services and filing fees in the amount of $5,905 and $5,265 respectively. The Company also currently operates out of
Yes International, LLC, offices at no cost.
**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 December 31, 2025, and 2024, 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 December 31, 2025 there were 238,216,969 shares issued and outstanding and at December 31, 2024 there were 238,136,969
shares issued and outstanding.
During year ended December 31, 2024, the Company sold 7,083,333 shares
and received $425,000.
During the year ended December 31, 2025, the Company issued 80,000
shares valued at $3,040 to pay consulting fees.
**NOTE 7 Sponsorship Commitment**
On February 13, 2024, Loot8, Inc., the Companys 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
have agreed to terminate the consulting agreement. For the year ended December 31, 2024, a refund of $20,833 is included in general
and administrative expenses. For the year ended December 31, 2024, $20,816 is included in general and administrative expenses.
**NOTE 8 Concentrations**
For the year ended December 31, 2025, the Companys sales were
with two (2) customers and amounted to $211,500.
For the year ended December 31, 2024, the Companys sales were
with one (1) customer and amounted to $138,500 respectively.
**NOTE 9 Subsequent Events**
In accordance with ASC 855-10, the Company has analyzed its operations
subsequent to December 31, 2025 to the date of March 20, 2026 and has determined that it does have a material subsequent events to disclose
in these financial statements. On January 02, 2026, the Company entered into a 6-month employment contract with its CFO/Director Richard
Kaiser; the agreement calls for $6,250 per month to paid in cash, restricted shares or combination. The contract will end June 30, 2026,
but has a month-to-month provision, with 30-day notice of cancellation or allows the parties to enter into a longer term contract. On
March 12, 2026, the Company received a refund of $12,200 from an overpayment paid on software engineering services performed in December,
2025, that pertained to the Company's SAID AI translation platform.
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