Quarterly Report for Quarter Ending June 30, 2026 (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:

● our future strategic plans

● our future operating results;

● our business prospects;

● our contractual arrangements and relationships with third parties;

● the dependence of our future success on the general economy;

● our possible future financing; and

● the adequacy of our cash resources and working capital.

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

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

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

Business

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

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

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

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

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

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

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

In October 2025, the Company's K-Project Division successfully completed a beta version of its ZoneX sports AI application (App). The app allows for an almost instantaneously interaction on the field of play for many sports. Coaches and players alike can visible see both defensive and offensive plays, and can use the AI data to assist in making adjustments during playtime to enhance athletic performances with the goal in providing a competitive advantages during game times. The Company is actively marketing ZoneX with the hopes of widespread commercialization.

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

During the three and six months ending June 30, 2026, the Company's K-Project division worked tirelessly on its SAID (Speech Artificial Intelligence On Demand) translation application (App). The App allows for almost instantaneously translations on any device without any internet and cloud connectivity. Management believes that the App could have an enormous application for a number of industry wide uses, including but not limited to health care, first responders, travel, sports, law enforcement, governmental agencies, and other industries. The App is available on all platforms for end-users seeking immediate and effortless translations of over approximately one hundred (100+) different languages.

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

Gold Rock Holdings, Inc. maintains an executive office in Virginia Beach, Virginia where all marketing, sales, and customer supports activities are implemented.

Compensation Agreements

The Company entered into an employment contract with Mr. Kaiser for his roles as CFO/Secretary/Director for a six months, January 02, 2026 until June 30, 2026. The agreement calls for $6,250 per month, totaling $37,500. At the end of the agreement, June 30, 2026, the parties agree that Richard Kaiser may continue under this contract on a month-to-month basis, with 30 days' notice of discontinuation, and that all payment terms and conditions agreed to in the agreement will remain in effect. Or another longer-term contract may be entered into at the end of this agreement (See Exhibit 10.2).

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

On February 6, 2025, the Company announced that Anthony Denkinger was appointed as Chief Operations Officer (COO) of Gold Rock Holdings, Inc. Mr. Denkinger doesn't have a compensation agreement with Gold Rock Holdings, Inc. Anthony Denkinger on February 1, 2024 entered into a 2-year employment contract with the Company's wholly owned subsidiary LOOT8, Inc. whereas he is the CEO. The parent Company Gold Rock Holdings, Inc. paid him as the CEO of LOOT8, Inc. $10,000 per month with $2,500 being deferred; accrued payment not expected until such time when the Company and/or wholly subsidiary has stronger financial status. Currently, Mr. Denkinger's contract with LOOT8, Inc.'s had expired February 2026, and the Company enter into another agreement as of June 1, 2026, whereas Mr. Denkinger remains LOOT8, Inc.'s CEO for no pay.

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

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 Stock

Preferred stock consists of 50,000,000 shares authorized at $0.001 par value. Preferred stock are blank check and have no conversion, dividend or voting rights. On January 11, 2024, the Company designated 20,000,000 to be classified as Series A preferred. Series A have voting rights equal to 25 common stock votes, have the same rights to liquidation as common and have no dividend or conversion rights. At March 31, 2026 and December 31, 2025, there were -0- preferred shares issued and outstanding.

Common Stock

Common stock consists of 850,000,000 shares authorized at $0.001 par value. At March 31, 2026 there were 238,216,969 shares issued and outstanding.

Current Directors

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

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

(1) Anthony Denkinger is the Chief Executive Officer of LOOT8, Inc. the Company's wholly-owned subsidiary.

Transfer Agent

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

Company Contact Information

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

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

Overall Operating Results:

Three Months - June 30, 2026 and 2025 Statements

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

The Cost of Goods Sold for the three months ended June 30, 2026 was $-0- and the Cost of Goods Sold for the three months ended June 30, 2025 was $-0-.

Gross Margins for the three months ended June 30, 2026 was 100%, and during the same period in 2025, Gross Margins were 100%.

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

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

Six Months - June 30, 2026 and 2025 Statements

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

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

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

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

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

Net Income (Loss):

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

Liquidity and Capital Resources:

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

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

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 consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $1,231,192 at June 30, 2026, which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they are due (See Note 4 in Financial Statements).

Cash Provided by (Used in) Operating Activities

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

Cash Flows from Investing Activities

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

Cash Provided by Financing Activities

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

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.