Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with our financial statements and related notes thereto included in Part I, Item 1, above.

Forward-Looking Statements

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

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our future strategic plans

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our future operating results;

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our business prospects;

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our contractual arrangements and relationships with third parties;

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the dependence of our future success on the general economy;

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our possible future financing; and

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the adequacy of our cash resources and working capital.

From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.

The risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

The financial information set forth in the following discussion should be read in conjunction with the financial statements of Gold Rock Holdings, Inc. included elsewhere herein.

Business

Gold Rock Holdings, Inc., (Gold Rock) a Nevada corporation, is a holding company that acquires technological assets.

The Company changed its business model from engineering and construction management services, as a result of a change in control on October 2, 2023.

Gold Rock intends to grow and further establish itself through mergers, acquisitions, and management of technological assets. As such, Gold Rock Holdings, Inc. (the "Company") announced on December 12, 2023, that it formed a Wyoming corporation by the name of LOOT8, Inc. as its operating wholly-owned subsidiary. LOOT8, Inc. acquired certain intellectual property known as "LOOT8." LOOT8 is a Web3 Commerce and Content Management Engine Software. At its core, it harnesses the power of multiple public blockchains alongside the IPFS file system, with a user-friendly interface akin to Web2. LOOT8 is engineered to cater to a variety of enterprise necessities including digital product passports, private communication channels, and loyalty programs, among others. LOOT8 provides enterprises the capability to oversee and manage their content on IPFS nodes, leveraging Artificial Intelligence (AI) to make the underlying content interactive as a way to enable small businesses and content creators to scale at a faster pace and to create unique experiences.

LOOT8, Inc. currently in its infancy in marketing its Web3 online platform phase of its business and has nominal revenue. However, it has developed a Web3 content management system (CMS) pioneering the "Relationship Economy" through SocialFi, and a new monetization model. This model is designed to empower individuals with compelling stories to monetize their relationships beyond traditional influencer models.

The new monetization model is made up of three discrete revenue streams. It is planned that the first stream will be a direct-to-consumer (D2C) model where LOOT8 will employ Web3 technology to manage collectibles and fan engagements. Key initiatives include athletes', musicians', and influencers' Name, Image, and Likeness (NIL) rights, and revenue generation through a 10% transaction fee on subscriptions and digital collectible sales. The model also includes a collaboration with LBX Food Robotics for vending machines at universities and other venues, which serve as sales points for digital memorabilia and collectible availability. The second anticipated revenue stream targets the youth market. LOOT8 plans to leverage high-profile athletes, musicians, and influencers to create personalized, customizable avatars. This feature is expected to contribute to revenue through a 10% transaction fee on cosmetic items for AI companions, while maintaining these digital assets on LOOT8's platform. The third anticipated stream will utilize an enterprise model, leveraging Marcus Daley, GRHI's CEO's background with NeuralMetrics, towards Software as a Service (SaaS) and Platform as a Service (PaaS) licensing models. The Company plans to focus on Annual Contract Value (ACV) and Annual Recurring Revenue (ARR) from corporate clients. This approach will allow the Company to address enterprise needs in digital agent, persona and workflow solutions that accelerate existing business use-cases. For purposes of authenticity and compliance, the offerings optionally leverage digital product passport type solutions that address regulations in Europe and similar use-cases globally.

In June 2024, the Company began AI development work utilizing unique artificial intelligence (AI) language model persona, creating AI agent applications uniquely suited for a variety of industrial, commercial and enterprise applications. The AI coding and language modeling is handled through the Company's K-Project division.

In January 2025, the Company's wholly-owned subsidiary LOOT8, Inc. launched its "Singer and Song Writer Contest" on its Web3 social media platform. Contestants performed unique and original songs live on the platform and the winner received $900 and was able to perform with country music stars at Nashville's CRS (Country Radio Seminar) in February 2025. LOOT8, Inc. received a small sponsorship amount from a sponsor in the amount of $1,500. Even though the event was a great success in terms of showcasing the attributes of the LOOT8, Inc.'s web3 technical and social media attributes the cost to launch the contest outweighed the sponsorship amounts received.

During the three months and nine months ending September 30, 2025, the Company's K-Project division worked tirelessly on its SAID (Speech Artificial Intelligence On Demand) translation application (App). The App allows for almost instantaneously translations on any device without any internet and cloud connectivity. Management believes that the App could have an enormous application for a number of industry wide uses, including but not limited to health care, first responders, travel, sports, law enforcement, governmental agencies, and other industries. The App is available on all platforms for end-users seeking immediate and effortless translations of over approximately one hundred (100+) different languages.

GRHI's management business plan is to fully deploy, market and utilize its LOOT8 platform, expanding blockchain innovation in digital assets, the SocialFi revolution, and expanding into direct-to-business relationships, and build forward it's K Project Division, focusing on its AI software solutions and programs. The K- Project expects to expand its sale and marketing of its unique language learning services and other AI initiatives tools that can be utilized to create specific AI personas for a number of industries, including but not limited to health care, law enforcement, governmental agencies, education, shipping logistics, travel, and other industries. The K Project has (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.

Compensation Agreements

The Company entered into an employment contract with Mr. Kaiser for his roles as CFO/Secretary/Director for a three (3) year period from January 01, 2023 until December 31, 2026, annual pay at $75,000.

The Company has a consulting agreement with Mr. Kaiser's Company, YES INTERNATIONAL, LLC., for general consulting services and to provide executive office space for Gold Rock Holdings, Inc. The agreement is on a month-to-month basis for $1,000 per month with a 30-day advance notice to discontinue services.

On February 6, 2025, the Company announced that Anthony Denkinger was appointed as Chief Operations Officer (COO) of Gold Rock Holdings, Inc. Mr. Denkinger doesn't have a compensation agreement with Gold Rock Holdings, Inc. but does have a compensation agreement with the Company's wholly owned subsidiary, LOOT8, Inc. Mr. Denkinger. Anthony Denkinger on February 1, 2024 entered into a 2-year employment contract with the Company's wholly owned subsidiary LOOT8, Inc. whereas he is the CEO. The parent Company Gold Rock Holdings, Inc. pays him as the COO of LOOT8, Inc. $10,000 per month with $2,500 being deferred; accrued payment not expected until such time when the Company and/or wholly subsidiary has stronger financial status

Mr. Marcus Daley, Chief Executive Officer and Director, and Mr. Merle Ferguson, President and Chairman of Gold Rock Holdings, Inc. have no compensation agreements with the Company as of the date of this filing. Each agreed to enter into agreements at a future time when the Company has a stronger financial status.

Preferred Shares

On January 11, 2024, the board of directors adopted a resolution authorizing the designation of Series A Preferred Shares. 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. There are no Series A Preferred Shares outstanding.

Current Directors

The following table provides information concerning our officers and directors. All directors hold office until the next annual meeting of stockholders or until their successors have been elected and qualified.

Marcus Daley	Director/CEO
Merle Ferguson	Chairman / President
Richard Kaiser	Director/CFO/Secretary
Anthony Denkinger	Chief Operations Officer (1)

(1) Anthony Denkinger 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.

Transfer Agent

Our transfer agent is Legacy Stock Transfer, Inc. whose address is 14673 Midway Road, Suite 220, Addison, Texas, 75001 and its telephone number, 972-612-4120.

Company Contact Information

Our principal executive and subsidiary offices are located at 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454, telephone (757) 306-6090. The information to be contained on our website, www.goldrockholdings.com, shall not constitute part of this report.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Overall Operating Results:

Three Months - September 30, 2025 and 2024 Statements

The sales revenue for the three months ended September 30, 2025 and for the three months ended September 30, 2024 were $73,200 and $66,000, respectively. During the three months ended September 30, 2025, the Company through its K - Project AI division had $73,200 from one (1) customer, and for the same period ending September 30, 2024, the Company had $66,000 in revenue. The Company's LOOT8, Inc. wholly owned subsidiary's Web3 content management system had no revenues during the three months ended September 30, 2025 and 2024.

The Cost of Goods Sold for the three months ended September 30, 2025 was $-0- and the Cost of Goods Sold for the three months ended September 30, 2024 was $-0-.

Gross Margins for the three months ended September 30, 2025 was 100%, and during the same period in 2024, Gross Margins were 100%.

Gross Profit for the three months ended September 30, 2025 was $73,200 and for the three months ended September 30, 2024 was $66,000.

Operating expenses for three months ended September 30, 2025 totaled $73,875 from Board of Directors/Officer Compensation, Consulting fees, Coding Engineering fees, and General and Administrative Expenses compared to $45,595 for the three months ended September 30, 2024. This increase in the three months ended September 30, 2025, compared to the same period ended September 30, 2024 was attributed to increases in Consulting fees, Coding Engineering fees, and General and Administrative Expenses.

Nine Months - September 30, 2025 and 2024 Statements

The sales revenue for the Company for the nine months ended September 30, 2025 was $211,500 and for the nine months ended September 30, 2024 was $72,500. During the nine months ended September 30, 2025, the Company's K-Project division sold AI services to one (1) customer, and its LOOT8, Inc. wholly owned subsidiary's Web3 content management system had revenues of $1,500 from one (1) customer, and during the same period in 2024, the Company's K-Project division sold AI services to one (1) customer for $72,500 and its LOOT8, Inc. wholly owned subsidiary's Web3 content management system had -0- revenues, no customers.

Cost of sales for the nine months ended September 30, 2025 was $-0- and for the nine months ended September 30, 2024 was $-0- respectively.

Gross Margins for the nine months ended September 30, 2025 was 100%, and for nine months ended September 30, 2024 was 100%.

Gross Profit for the nine months ended September 30, 2025 was $211,500 and for the nine months ended September 30, 2024 was $72,500.

Operating expenses for nine months ended September 30, 2025, totaled $275,945 from Advertising, Board of Directors/Officer Compensation, Consulting Expense, Coding Engineering, and General and Administrative expenses, compared to $310,690 for the nine months ended September 30, 2024. The decrease during the same nine month period ended September 30, 2025 was attributed to lower Consulting and General and Administrative expenses.

Net Income (Loss):

Net Loss for the three months ended September 30, 2025 was $675, and the Net Income for the three months ending September 30, 2024 was $20,405. Net loss for the nine months ended September 30, 2025 and 2024 were $ 64,445 and $238,190, respectively.

Liquidity and Capital Resources:

As of September 30, 2025, the Company's assets totaled $256,299 which consisted of $207,499 in Cash and $48,800 in Accounts Receivable. Our total liabilities were $142,490 which consisted of Accounts Payable and Accrued Expenses and Accrued Board of Directors/Officer Compensation fees. As of September 30, 2025 the Company had an accumulated deficit of $1,171,176 and working capital of $113,809.

For the nine months ended September 30, 2025, net cash used in operations of $2,115 was the result of a net loss of $64,445, from increases in Account Receivable of $4,800, Accounts Payables and Accrued Expenses of $140, and from an increase in accrued Board of Directors'/Officer Compensation of $63,950.

For the nine month ended September 30, 2024, net cash used in operations of $210,505, was the result of a net loss of $238,190, from increases in Account Receivable of $44,000, decreases in Accounts Payables and Accrued Expenses of $7,315, and from an increase accrued Board of Directors/Officer Compensation of $79,000.

Gold Rock Holdings, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries' operating results, financial position, or cash flow.

The Company's operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our operating expenses at this time. Unless the Company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change its business plan. For the next 12 months the Company has an oral commitment from its CEO, Marcus Daley, to advance funds as necessary to meeting our operating requirement (See Note 4 in Financial Statements).

Cash Provided by (Used in) Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2025 was $2,115, and net cash used in the nine month ended September 30, 2024 was $210,505. The increase in the amount of cash used in operating activities for the nine months ended September 30, 2025, was due to the decrease in Net Loss, decrease in Accounts Receivable, and the increases in Accrued Board of Directors/Officer Compensation when compared to the nine months ended September 30, 2025.

Cash Flows from Investing Activities

Net cash used in investing activities was $-0- for both the nine months periods ended September 30, 2025 and 2024.

Cash Provided by Financing Activities

Net cash provided by financing activities was $-0- for nine months ended September 30, 2025, and for nine months ended September 30, 2024, it was $425,700 from cash received from Sale of Common Stock and $700 from Capital Contributions from Directors.

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. Critical accounting policies include revenue recognition and stock-based compensation. The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including revenue recognition. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Revenue Recognition

In accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.

We adopted this ASC on January 1, 2019. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them.

Stock-Based Compensation

We account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation, which requires all share-based payments, including grants of stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including revenue recognition. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Going Concern

We have incurred net losses since our inception. We anticipate incurring additional losses before realizing growth in revenue and we will depend on additional financing in order to meet our continuing obligations and ultimately to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.