Gold Rock Holdings, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Gold Rock Holdings, Inc. has filed its 2023 annual report on Form 10-K, detailing its financial performance and corporate information.</b>

AI Summary

GOLD ROCK HOLDINGS, INC. (GRHI) filed a Annual Report (10-K) with the SEC on March 22, 2024. Gold Rock Holdings, Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company was formerly known as Composite Holdings Inc., World Homes Inc., and Affordable Homes of America Inc. Its principal executive offices are located at 2020 General Booth Blvd., Suite 230, Virginia Beach, VA 23454. The company's telephone number is (757) 306-6090. Gold Rock Holdings, Inc. is incorporated in Nevada.

Why It Matters

For investors and stakeholders tracking GOLD ROCK HOLDINGS, INC., this filing contains several important signals. This filing provides a comprehensive overview of the company's financial health and operational status for the fiscal year 2023, which is crucial for investors to assess its performance and future prospects. The report includes historical company name changes, indicating potential restructuring or strategic shifts over time, which investors should consider when evaluating the company's trajectory.

Risk Assessment

Risk Level: low — GOLD ROCK HOLDINGS, INC. shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate, significant negative financial disclosures or operational red flags.

Analyst Insight

Review the full 10-K filing for detailed financial statements, risk factors, and management discussion to understand Gold Rock Holdings, Inc.'s performance and outlook.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reported fiscal year end)
• 2024-03-22 — Filing Date (Date the 10-K was filed)
• 1934 Act — SEC Act (The Securities Exchange Act of 1934)
• 000-56304 — SEC File Number (Commission file number for the company)

Key Players & Entities

• GOLD ROCK HOLDINGS, INC. (company) — Filer name
• 2020 General Booth Blvd., Suite 230, Virginia Beach, VA 23454 (company) — Business address
• Nevada (company) — State of incorporation
• COMPOSITE HOLDINGS INC (company) — Former company name
• WORLD HOMES INC (company) — Former company name
• AFFORDABLE HOMES OF AMERICA INC (company) — Former company name
• 000-56304 (regulator) — Commission file number
• 87-0434297 (regulator) — IRS Employer Identification No.

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-03-22: Filing Date — Date the annual report was officially submitted to the SEC.

Glossary

FORM 10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This is the primary document filed by Gold Rock Holdings, Inc. for the fiscal year 2023.)

Fiscal Year End

The last day of a company's accounting year. (Indicates the period covered by the financial statements in the 10-K.)

Key Financial Figures

• $0.001 — e Exchange Act: Common stock, par value $0.001 per share, stock symbol: GRHI Indicate
• $0.0037 — nce to the average bid and ask price of $0.0037 per share of the registrant's common st
• $94,619 — arter (June 30, 2023) was approximately $94,619. State the number of shares outstandin
• $0 — Each of these shares has a par value of $0.001, is not entitled to dividends, has
• $108 — cember 31, 2023, we had total assets of $108 and total liabilities of $9,900. In the
• $9,900 — assets of $108 and total liabilities of $9,900. In the absence of significant revenue
• $866,037 — ngs, Inc. had an accumulated deficit of $866,037, which included a net loss of $232,311.
• $232,311 — $866,037, which included a net loss of $232,311. Also, during the year ended December 3
• $22,586 — d December 31 2023, we used net cash of $22,586 for operating activities. These factors
• $50,311 — he year ended December 31, 2023 totaled $50,311 compared to $41,682 for December 31, 20
• $41,682 — er 31, 2023 totaled $50,311 compared to $41,682 for December 31, 2022, primarily due to
• $434,182 — r 31, 2023 totaled $232,311 compared to $434,182 for December 31, 2022. Board of Directo
• $170,000 — r 31, 2022. Board of Director fees were $170,000for the year ended December 31, 2023 and
• $30,000 — or the year ended December 31, 2023 and $30,000 for the year ended December 31, 2022, t
• $12,000 — r the year ended December 31, 2023 were $12,000 compared to $362,500 in December 31, 20

Filing Documents

• grhi12312310k.htm (10-K) — 349KB
• ex31_1.htm (EX-31.1) — 5KB
• ex31_2.htm (EX-31.2) — 5KB
• ex32_1.htm (EX-32.1) — 2KB
• ex32_2.htm (EX-32.2) — 2KB
• 0001091818-24-000027.txt (&nbsp;) — 1902KB
• grhi-20231231.xsd (EX-101.SCH) — 18KB
• grhi-20231231_cal.xml (EX-101.CAL) — 19KB
• grhi-20231231_def.xml (EX-101.DEF) — 48KB
• grhi-20231231_lab.xml (EX-101.LAB) — 179KB
• grhi-20231231_pre.xml (EX-101.PRE) — 136KB
• grhi12312310k_htm.xml (XML) — 108KB

Business

Business 2 Item 1A.

Risk Factors

Risk Factors 2 Item 1B. Unresolved Staff Comments. 2 Item 2. Property 3 Item 3.

Legal Proceedings

Legal Proceedings 3 Item 4. Mine Safety Disclosures 3 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 3 Item 6.

Selected Financial Data

Selected Financial Data 3 Item 7.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 3 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 5 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 5 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 5 Item 9A.

Controls And Procedures

Controls And Procedures 6 Item 9B. Other Information 7 PART III Item 10. Directors, Executive Officers and Corporate Governance 7 Item 11.

Executive Compensation

Executive Compensation 9 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 10 Item 13. Certain Relationships and Related Transactions and Director Independence 11 Item 14. Principal Accountant Fees and Services 12 PART IV Item 15. Exhibits, Financial Statement Schedules 12

Signatures

Signatures 12 -1- SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS PART I Except for historical information, this report contains forward-looking 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.

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, acquisition 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. Loot 8, 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 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 differentiated experiences. Loot8, Inc. currently is in the beta testing phase of its business and has no revenue. However, it has developed a Web3 content management system (CMS) pioneering the "Relationship Economy" through SocialFi, and a new monetization model. This model is designed to empower individuals with compelling stories to monetize their relationships beyond traditional influencer models. 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 memorabilia and fan engagement. Key initiatives include a partnership with Perpetual Sports for athletes'

Risk Factors

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. -2-

Properties

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.

Legal Proceedings

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.

Mine Safety Disclosure- (Removed and Reserved)

ITEM 4. Mine Safety Disclosure- (Removed and Reserved). Not applicable to this Company. PART II

Market for Registrant's Common Equity, Related Stockholder

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 2023 and 2022. The quotations do not reflect adjustments for retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions. High Low 2022 Quarter Ended: March 31, 2022 $ 0.025 $ 0.025 June 30, 2022 $ 0.038 $ 0.038 September 30, 2022 $ 0.014 $ 0.014 December 31, 2022 $ 0.0068 $ 0.0068 High Low 2023 Quarter Ended: March 31, 2023 $ 0.0045 $ 0.0045 June 30, 2023 $ 0.0037 $ 0.0037 September 30, 2023 $ 0.015 $ 0.0095 December 31, 2023 $ 0.075 $ 0.064 As of December 31, 2023, we were authorized to issue 850,000,000 shares, $0.001 par value, of our common stock, of which 231,053,636 shares were outstanding. Our shares of common stock are held by approximately 157 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. 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 designati

Selected Financial Data

ITEM 6. Selected Financial Data. Not applicable.

Management's Discussion and Analysis of Financial Condition

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. -3- 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 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, 2023, we had total assets of $108 and total liabilities of $9,900. 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, 2023, Gold Rock Holdings, Inc. had an accumulated deficit of $866,037, which included a net loss of $232,311. Also, during the year ended December 31 2023, we used net cash of $22,586 for operating activities. These factors raise substantial dou

Quantitative and Qualitative Disclosures About Market Risk

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk. Not applicable.

Financial Statements and Supplementary Data

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 .

Changes In and Disagreements With Accountants on Accounting

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. -5-

CONTROLS AND PROCEDURES

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 Commission's 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 Com

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