GRHI Narrows Losses Amid Revenue Surge, Shifts to AI & Web3 Focus

TL;DR

**GRHI is a high-risk bet on a tech pivot, showing revenue growth but still bleeding cash and facing a 'going concern' warning.**

AI Summary

GOLD ROCK HOLDINGS, INC. (GRHI) reported a net loss of $64,445 for the nine months ended September 30, 2025, a significant improvement from the $238,190 net loss in the same period of 2024. Revenue saw a substantial increase, reaching $211,500 for the nine months ended September 30, 2025, up from $72,500 in the prior year, primarily from two customers. However, the company experienced a net loss of $675 for the three months ended September 30, 2025, compared to a net income of $20,405 in the corresponding 2024 quarter. Total assets slightly increased to $256,299 at September 30, 2025, from $253,614 at December 31, 2024, while total liabilities rose to $142,490 from $78,400, largely due to an increase in accrued Board of Director/Officer Compensation to $140,950. The company's business model shifted from engineering and construction management services to mergers, acquisitions, and management of technological assets, including AI development through its K-Project division and Web3 content management via its Loot 8, Inc. subsidiary. GRHI continues to face a 'going concern' risk due to an accumulated deficit of $1,171,176 as of September 30, 2025.

Why It Matters

GRHI's pivot to AI and Web3, alongside a significant revenue increase, could signal a strategic turnaround, but the persistent 'going concern' warning and accumulated deficit of $1,171,176 present substantial risks for investors. The company's reliance on a few customers for its increased sales, with two customers accounting for $211,500 in sales for the nine months ended September 30, 2025, highlights concentration risk. For employees, the shift in business model could mean new opportunities in emerging tech, but also uncertainty given the company's financial fragility. Competitively, GRHI is attempting to carve out a niche in rapidly evolving tech sectors, but its small scale and financial challenges make it a speculative play against larger, more established players.

Risk Assessment

Risk Level: high — The company has an accumulated deficit of $1,171,176 at September 30, 2025, and management explicitly states 'substantial doubt about the Company's ability to continue as a going concern.' Cash flows from operating activities were negative $2,115 for the nine months ended September 30, 2025, indicating it's not generating enough cash from its core business to sustain operations.

Analyst Insight

Investors should approach GRHI with extreme caution, recognizing it as a highly speculative investment. Monitor future filings closely for sustained profitability, positive operating cash flow, and clear progress in its AI and Web3 ventures. Given the 'going concern' warning, consider this a high-risk, high-reward play only for those with a high tolerance for risk.

Financial Highlights

debt To Equity

1.25

revenue

$211,500

operating Margin

-130.5%

total Assets

$256,299

total Debt

$142,490

net Income

$-64,445

eps

$-0.00

gross Margin

100.0%

cash Position

$207,499

revenue Growth

+191.7%

Revenue Breakdown

Executive Compensation

Key Numbers

• $211,500 — Sales for nine months ended Sept 30, 2025 (Increased from $72,500 in the prior year, a 191.7% increase)
• $64,445 — Net Loss for nine months ended Sept 30, 2025 (Reduced from $238,190 net loss in the prior year, an improvement of 72.9%)
• $1,171,176 — Accumulated Deficit at Sept 30, 2025 (Indicates significant historical losses and raises 'going concern' doubt)
• $207,499 — Cash at Sept 30, 2025 (Slightly decreased from $209,614 at Dec 31, 2024)
• $140,950 — Accrued Board of Director/Officer Compensation at Sept 30, 2025 (Increased significantly from $77,000 at Dec 31, 2024)
• 238,216,969 — Common Shares Outstanding at Nov 4, 2025 (Increased from 238,136,969 at Dec 31, 2024, partly due to stock-based consulting fees)
• $3,040 — Consulting Fees Paid with Common Stock Issuance (For the nine months ended Sept 30, 2025, reflecting non-cash compensation)
• 2 — Number of customers for sales in Q3 2025 (Indicates customer concentration risk for the $73,200 in sales)

Key Players & Entities

• GOLD ROCK HOLDINGS, INC. (company) — Registrant and issuer of the 10-Q filing
• Loot 8, Inc. (company) — Wholly owned subsidiary of GRHI, focused on Web3 content management
• K-Project division (company) — Division of GRHI handling AI coding and language modeling
• University of Houston (company) — Potential direct sponsorship agreement target for Loot8, Inc.
• Yes International Inc. (company) — Service provider to GRHI, controlled by Board Director Mr. Richard Kaiser
• Mr. Richard Kaiser (person) — Member of the Board of Directors and controller of Yes International Inc.
• Board Chairman (person) — Recipient of an annual compensation agreement of $95,000 in common stock
• Chief Financial Officer and Secretary (person) — Recipient of an annual compensation agreement of $75,000 in shares
• Nevada (regulator) — State of incorporation for GOLD ROCK HOLDINGS, INC.
• U.S. SECURITIES AND EXCHANGE COMMISSION (regulator) — Regulatory body for the 10-Q filing

FAQ

Risk Factors

• Going Concern Risk [high — financial]: The company has an accumulated deficit of $1,171,176 as of September 30, 2025, raising substantial doubt about its ability to continue as a going concern.
• Customer Concentration [medium — operational]: Sales for the three months ended September 30, 2025, totaling $73,200, were generated from only two customers, indicating a significant risk of revenue disruption if these customers are lost.
• Increasing Liabilities [medium — financial]: Total liabilities increased significantly to $142,490 as of September 30, 2025, from $78,400 at December 31, 2024, driven by a substantial rise in accrued Board of Director/Officer Compensation to $140,950.
• Business Model Shift [medium — operational]: The company has shifted its business model from engineering and construction management services to mergers, acquisitions, and management of technological assets, including AI and Web3 development. This transition carries inherent risks associated with establishing new revenue streams and market acceptance.
• Stock-Based Compensation [low — financial]: The increase in common shares outstanding from 238,136,969 at December 31, 2024, to 238,216,969 at November 4, 2025, is partly due to stock-based consulting fees totaling $3,040 for the nine months ended September 30, 2025. This dilutes existing shareholders and represents non-cash compensation.

Industry Context

Gold Rock Holdings, Inc. is navigating the rapidly evolving technology sector, with a specific focus on Web3 and AI development through its subsidiary LOOT8, Inc. This industry is characterized by high innovation, significant competition, and a dynamic regulatory landscape. The company's pivot from traditional engineering services to these nascent technologies indicates an aggressive growth strategy, aiming to capitalize on emerging market trends.

Regulatory Implications

As GRHI ventures further into the Web3 and AI space, it faces potential regulatory scrutiny related to data privacy, intellectual property, and the decentralized nature of its technologies. Compliance with evolving regulations in these areas will be critical for sustained operations and market acceptance.

What Investors Should Do

1. Monitor revenue concentration closely.
2. Evaluate the progress and monetization of LOOT8, Inc.
3. Assess the company's ability to address the 'going concern' risk.
4. Understand the implications of increased Board of Director/Officer Compensation.

Key Dates

• 2025-09-30: Nine Months Ended — Reported a net loss of $64,445 on revenue of $211,500, showing significant revenue growth but continued losses.
• 2025-09-30: Quarter Ended — Reported a net loss of $675 on revenue of $73,200, a stark contrast to the prior year's net income of $20,405.
• 2025-09-30: Balance Sheet Date — Total assets were $256,299, while total liabilities reached $142,490, with a significant portion being accrued compensation.
• 2023-10-02: Change in Control — Marked the shift in the company's business model from engineering and construction management to technology asset acquisition.
• 2023-12-12: Formation of LOOT8, Inc. — Established a wholly-owned subsidiary for Web3 commerce and content management, signaling a strategic focus on new technology ventures.

Glossary

Accumulated Deficit

The total net losses of a company over its lifetime that have not been offset by net income. (Indicates GRHI's history of unprofitability and contributes to its 'going concern' risk.)

Going Concern

An accounting assumption that a business will continue to operate for the foreseeable future. (GRHI faces doubt about its ability to continue operating due to its accumulated deficit.)

Web3

The next generation of the internet, characterized by decentralization, blockchain technology, and token-based economics. (GRHI's subsidiary, LOOT8, Inc., operates in this space, developing a Web3 content management engine.)

SocialFi

Social Finance, a concept that integrates social media platforms with decentralized finance (DeFi) functionalities. (LOOT8, Inc. is pioneering a 'Relationship Economy' through SocialFi, aiming for new monetization models.)

SaaS

Software as a Service, a software distribution model where a third-party provider hosts applications and makes them available to customers over the Internet. (One of the planned revenue streams for GRHI's enterprise model through its CEO's background.)

PaaS

Platform as a Service, a cloud computing model that provides a platform allowing customers to develop, run, and manage applications without the complexity of building and maintaining the infrastructure. (Another planned revenue stream for GRHI's enterprise model.)

Year-Over-Year Comparison

Gold Rock Holdings, Inc. has demonstrated a significant revenue increase of 191.7% for the nine months ended September 30, 2025, reaching $211,500 compared to $72,500 in the prior year. This growth, however, has not yet translated into profitability, with the net loss narrowing to $64,445 from $238,190. A key concern is the substantial increase in total liabilities, primarily due to a near doubling of accrued Board of Director/Officer Compensation, which has impacted the company's equity position. The company continues to face a 'going concern' risk due to its accumulated deficit.

Key Financial Figures

• $0.001 — 6,969 shares of common stock, par value $0.001 per share. -1- TABLE OF CONTENTS P
• $12,500 — 8 has an agreement to pay their officer $12,500 a month which includes $2,500 of deferr
• $2,500 — officer $12,500 a month which includes $2,500 of deferred compensation. $ 50,000 and
• $125,000 — University of Houston in the amount of $125,000 for one year ending on February 12, 202
• $10,416.66 — be paid in twelve (12) installments of $10,416.66 each. As of July 18, 2024, the Company

Filing Documents

• grhi-20250930_10q.htm (10-Q) — 317KB
• ex311.htm (EX-31.1) — 8KB
• ex312.htm (EX-31.2) — 8KB
• ex321.htm (EX-32.1) — 2KB
• ex322.htm (EX-32.2) — 2KB
• 0001091818-25-000144.txt ( ) — 1712KB
• grhi-20250930.xsd (EX-101.SCH) — 17KB
• grhi-20250930_lab.xml (EX-101.LAB) — 124KB
• grhi-20250930_pre.xml (EX-101.PRE) — 94KB
• grhi-20250930_def.xml (EX-101.DEF) — 31KB
• grhi-20250930_cal.xml (EX-101.CAL) — 22KB
• grhi-20250930_10q_htm.xml (XML) — 125KB

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 16 Item 4.

Controls and Procedures

Controls and Procedures 17 PART II Item 1.

Legal Proceedings

Legal Proceedings 18 Item 1A.

Risk Factors

Risk Factors 18 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18 Item 3. Defaults Upon Senior Securities 18 Item 4. Mining Safety Disclosures 18 Item 5. Other Information 19 Item 6. Exhibits 19

Signatures

Signatures 19 -2-

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS GOLD ROCK HOLDINGS, INC. FINANCIAL REPORTS AT SEPTEMBER 30, 2025 INDEX TO FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets at September 30, 2025 - Unaudited and December 31, 2024-Audited 4 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024- Unaudited 5 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024- Unaudited 6 Condensed Consolidated of Stockholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024-Unaudited 7 Notes to the Condensed Unaudited Financial Statements 8-11 -3- Gold Rock Holdings, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED September 30, December 31, 2025 2024 ASSETS Current Assets Cash $ 207,499 $ 209,614 Accounts Receivable 48,800 44,000 Total Current Assets 256,299 253,614 Total Assets $ 256,299 $ 253,614 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable and Accrued Expenses $ 1,540 $ 1,400 Accrued Board of Director/Officer Compensation 140,950 77,000 Total Current Liabilities 142,490 78,400 Total Liabilities 142,490 78,400 Stockholders' Equity 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 ( 1,171,176 ) ( 1,106,731 ) Total Stockholders' Equity 113,809 175,214 Total Liabilities and Stockholders' Equity $ 256,299 $ 253,614 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. -4- Gold Rock Holdings, Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Sales $ 73,200 $ 66,000 $ 211,500 $ 72,500 Cost of Sales - - - - G

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following information should be read in conjunction with our financial

Forward-Looking Statements

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

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

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. -12- 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 ini

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