GRHI 10-K & 10-Q changes, risk factors and insider trading

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.

Gross profit for the year ended December 31, 20242025 was $138,000$211,500 and for for the year ended December 31, 20232024 was $-0- due to no sales.138,500.

Gross profit margins for year ended December 31, 2025 and December 31, 2024 increasedwere to 100% from 0% for the year ended December 31, 2023.100%.

-44-- Total Operating expenses for the year ended December 31, 20242025 totaled $392,064 $379,194 compared to $232,311$379,194 for December 31, 2023.2024. Advertising fees were $30,857$7,280 for the year ended December 31, 20242025 compared to $-0-$31,357 for advertising costthe year ended December 31, 2024. Board of Directors/Officer Compensation was $225,000 for the year ended December 31, 2023.2025 Board of Director fees werecompared to $212,500 for the year ended December 31, 2024 compared to $170,000 for the year ended December 31, 2023.2024. Consulting Fees for the year ended December 31, 20242025 were $27,000$16,040 compared to $12,000$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, 2023.2024.

Net loss for the years ended December 31, 20242025 and 20232024 were $240,694$180,654 and and $232,311$240,694, respectively. The increasesdecrease in loss was due to the increasesdecreases in advertising cost, consulting fees, board of directors compensation and Generalgeneral and Administrative cost.administrative costs.

As of December 31, 2024,2025, our assets totaled 253,614$152,121 that consist of $209,614 in cash and $44,000$152,121 in account receivable.cash. The Company’sCompany's total liabilities were 78,400$154,431 which consisted of accounts payable and accrued expenses and accrued board of directordirectors/officer compensation fees. As of December 31, 2024,2025, the Company had an accumulated deficit of $1,106,731 $1,287,295 and working capital deficit of $175,214.$2,310.

For the year ended December 31, 2024,2025, net cash used in operations of $57,493 $216,194 was the result of a net loss of $240,694,$180,564, from a decrease in accounts receivable of $44,000, an increase in accounts receivables of $44,000, a decrease in accounts payable and accrued accrued expenses of $8,500$15,231 and from an increase in accrued board of directors’directors/officers compensation of $77,000.$60,800.

For the year ended December 31, 2023,2024, net cash used in operations of $216,194 $22,258 was the result of a net loss of $231,311,$240,694, from common stock issued for board of director and consulting services of $172,000 and from common stock issued to prepay director for payment of operating expenses of $29,000 and from thean increase in accounts receivable of $44,000, a decrease in accounts payable and accrued expenses of $8,725.$8,500 and from an increase in accrued board of board of directors/officers compensation of $77,000.

The Company’sCompany's significant operating losses raise substantial doubt about 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 additional capital for continuing our operations. We do not have sufficient revenuesrevenue 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.

Net cash provided by financing activities was $425,700$-0- for year ended December 31, 2024,2025, and was $21,410$425,700 for year ended December 31, 2023.2024.

In October 2025, the Company's K-Project Division successfully completed a beta version of its ZoneX sports AI application (App). The app allows for an almost instantaneously interaction on the field of play for many sports. Coaches and players alike can visible see both defensive and offensive plays, and can use the AI data to assist in making adjustments during playtime to enhance athletic performances with the goal in providing a competitive advantages during game times. The Company is actively marketing ZoneX with the hopes of widespread commercialization. Subsequently, on April 30, 2026, the Company signed a contract with a customer on its ZoneX sports AI application.

During the three and six months ending MarchJune 31,30, 2026, the Company's K-Project 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 law enforcement, governmental agencies, and other industries. The App is available on all platforms for end-users seeking immediate and effortless 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- ProjectK-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.

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 COOCEO of LOOT8, Inc. $10,000 per month with $2,500 being deferred; accrued payment not expected until such time when the Company and/or wholly subsidiary has stronger financial status. Currently, Mr. Denkinger's contract with LOOT8, Inc.'s had expired February 2026, and the Company has yet to enter into another agreement.agreement as of June Thus,1, 2026, whereas Mr. Denkinger hasremains LOOT8, Inc.'s CEO for no compensation agreements with Gold Rock Holdings, Inc. and LOOT8, Inc. as of the date of this filing. He is still the Chief Operations Officer (COO) of Gold Rock Holdings, Inc. and the Chief Executive Officer (CEO) of LOOT8, Inc.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.

Three Months – MarchJune 31,30, 2026 and 2025 Statements

The sales revenue for the three months ended MarchJune 31,30, 2026 and for the three months ended MarchJune 31,30, 2025 were $-0-$175,000 and $67,500$70,800, respectively. During the three months ended MarchJune 31,30, 2026, the Company Company through its K - Project AI division,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 revenues andrevenue had no customers. Duringduring the three months ended MarchJune 31,30, 2025, the Company through its K - Project AI division2026 and its LOOT8, Inc. wholly owned subsidiary's Web3 content management system had $67,500 from two (2) customers.2025.

The Cost of Goods Sold for the three months ended MarchJune 31,30, 2026 was $-0- and the Cost of Goods Sold for the three months ended MarchJune 31,30, 2025 was $-0-.

Gross Margins for the three months ended MarchJune 31,30, 2026 was 0%,100%, and during the same period in March 31, 2025, Gross Margins were 100%.

Gross Profit for the three months ended MarchJune 31,30, 20262025 was $-0-$175,000 and and for the three months ended MarchJune 31,30, 2025 was $67,500.$70,800.

Operating expenses for three months ended MarchJune 31,30, 2026 totaled $78,908$55,956 from Board of Directors/Officer Compensation, Consulting fees, and General and Administrative Expenses compared to $146,655$55,415 for the three months ended MarchJune 31,30, 2025. This decreaseincrease in the three months ended MarchJune 31,30, 2026, compared to the same period ended MarchJune 31,30, 2025 was was attributed to decreasean increase in Advertising cost, Consulting fees, Board of Directors/Officer Compensation,Compensation and Generala decrease in general and Administrative Expenses.administrative expenses.

Net LossIncome for the three months ended MarchJune 31,30, 2026 was $78,908,$135,011 and the Net LossIncome for the three months ending MarchJune 31,30, 2025 was $79,155.$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.

As of MarchJune 31,30, 2026, the Company’s assets totaled $75,482$199,893 which consisted of $75,481$99,893 in cash.Cash and $100,000 in Accounts Receivable. Our total liabilities were $156,7009$146,100 which consisted of Accounts Payable and Accrued Expenses and Accrued Board of Directors/Officer Compensation fees. As of MarchJune 31,30, 2026,2026 the Company had an accumulated deficit of $1,366,203$1,231,192 and working capital deficit of $81,218.$53,793.

For the threesix months ended MarchJune 31,30, 2026, net cash used in operations of $76,639$55,228 was the result of a netNet lossIncome of $78,908,$56,102, from decreaseincreases in Account Receivable of $100,000, Accounts Payables and Accrued Expenses Expensesdecrease of $13,481,$14,330, and from an increase in accrued Board of Directors'/Officer Compensation of $15,750.$6,000.

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 threesix months ended March 31,June 2026 was $76,639, and net cash used in the three month ended March 31,30, 2025 was $4,305.$430. The increase in the amount of cash used in operatingi noperating activities for the threesix months ended MarchJune 31,30, 2026, was due to the decreaseincrease in Net Loss,Income, decreaseincrease in Accounts Payable, Receivable, and the increases in Accrued Board of Directors/Officer Compensation when compared to cash provided by during the threesix months ended MarchJune 31,30, 2025.

Net cash used in investing activities was $-0- for both the threesix months periods ended MarchJune 31,30, 2026 and 2025.

Net cash provided by financing activities was $-0- for threesix months ended endedJune March30, 31, 2026 ,2026, and for threesix months ended MarchJune 31,30, 2025, it was $-0-, respectively.2025.