10-Q: Gold Rock Holdings Reports First Quarter 2024 Results, Focuses on LOOT8 Platform Development

Sentiment:

Quarterly Report


Gold Rock Holdings reported its first quarter 2024 results, showing a net loss but highlighting the ongoing development of its LOOT8 Web3 platform and strategic shifts.

Capital raiseThe company sold 5,833,333 shares of common stock for $350,000 during the quarter.The company may need to raise additional capital to fund its operations and business plan.
Worse than expectedThe company reported a net loss and has no revenue, indicating worse than expected financial performance.

Summary

  • Gold Rock Holdings reported a net loss of $165,596 for the three months ended March 31, 2024, compared to a net loss of $196,358 for the same period in 2023.
  • The company had no sales revenue for both periods, reflecting its transition from engineering services to a technology-focused business model.
  • Operating expenses decreased to $165,596 in Q1 2024 from $196,358 in Q1 2023, primarily due to lower board of director compensation.
  • Cash and cash equivalents increased significantly to $259,187 as of March 31, 2024, up from $108 at the end of 2023, due to the sale of common stock.
  • The company's accumulated deficit stood at $1,031,633 as of March 31, 2024, raising concerns about its ability to continue as a going concern.
  • Gold Rock is focusing on developing its LOOT8 platform, a Web3 content management system, and exploring various revenue streams including direct-to-consumer, youth market, and enterprise models.
  • The company issued 5,833,333 shares of common stock for $350,000 during the quarter.

Sentiment

Score: 4

Explanation: The document presents a mixed picture. While there's positive movement in cash position and a strategic shift towards a new business model, the lack of revenue, net loss, and going concern issues raise significant concerns. The ineffective internal controls also contribute to a negative sentiment.

Positives

  • The company's cash position improved significantly to $259,187 due to a capital raise.
  • Operating expenses decreased to $165,596 in Q1 2024 from $196,358 in Q1 2023.
  • The company is actively developing its LOOT8 Web3 platform and exploring new revenue streams.
  • Gold Rock successfully raised $350,000 through the sale of common stock.

Negatives

  • The company reported a net loss of $165,596 for the first quarter of 2024.
  • The company has an accumulated deficit of $1,031,633, raising concerns about its ability to continue as a going concern.
  • The company had no sales revenue for the quarter.
  • The company's internal controls over financial reporting were deemed ineffective due to material weaknesses.

Risks

  • The company's accumulated deficit of $1,031,633 raises substantial doubt about its ability to continue as a going concern.
  • The company has no current revenue and is dependent on the successful development and monetization of its LOOT8 platform.
  • The company's internal controls over financial reporting are ineffective, which could lead to misstatements in financial reporting.
  • The company may need to raise additional capital to fund its operations and business plan.
  • The company is in the early stages of developing its new business model and faces execution risks.

Future Outlook

The company intends to grow and further establish itself through mergers, acquisitions, and management of technological assets, focusing on the development and monetization of the LOOT8 platform. The company plans to explore various revenue streams including direct-to-consumer, youth market, and enterprise models.

Management Comments

  • Management believes that the actions presently being taken to further implement the Company's business plan; to expand sales with a dynamic marketing campaign and generate revenues provide the opportunity for the Company to continue as a going concern.
  • The company is focused on developing its LOOT8 platform, a Web3 content management system, and exploring various revenue streams including direct-to-consumer, youth market, and enterprise models.

Industry Context

The company is shifting its focus from traditional engineering and construction management services to the rapidly evolving Web3 and digital asset space, aligning with the growing interest in blockchain technology and decentralized applications. The company's LOOT8 platform aims to capitalize on the SocialFi trend, which is gaining traction in the tech industry.

Comparison to Industry Standards

  • The company's lack of revenue is not uncommon for early-stage technology companies focused on developing new platforms.
  • The company's shift to a technology-focused business model is similar to other companies seeking to capitalize on the growth of Web3 and blockchain technologies.
  • The company's focus on digital assets and SocialFi aligns with current industry trends, but the success of the LOOT8 platform will depend on its ability to attract users and generate revenue.
  • The company's financial results are not directly comparable to established companies in the technology sector, as it is in a development phase.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Executive OfficerMerle FergusonMarcus Daley2023-10-02Resignation of previous CEO
Chief Executive OfficerNAAnthony Denkinger2024-04-03Hired as CEO of LOOT8, Inc.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Preferred Stock DesignationDesignated 20,000,000 shares of Series A preferred stock with voting rights equal to 25 common stock votes.2024-01-11This change could impact voting power and control of the company.

Related Party Transactions

  • A director of the Company paid one invoice of the Company in the amount of $700, which was treated as a capital contribution.
  • The company has a consulting agreement with a majority shareholder/board of director for $1,000 monthly.
  • The company entered into a compensation agreement with its Board Chairman for $95,000 annually, payable in common stock, which was terminated in October 2023.
  • The company has a compensation agreement with its Chief Financial Officer and Secretary for $75,000 annually to be paid in shares.
  • The company entered into an agreement with the officer of Loot8 for $12,500 monthly of which $10,000 will be monthly and $2,500 will be deferred until the Companys financial health is projected to support full payment.

Stakeholder Impact

  • Shareholders face the risk of further dilution if the company raises additional capital.
  • Employees are impacted by the company's financial instability and the transition to a new business model.
  • Customers are impacted by the company's shift in focus and the development of the LOOT8 platform.
  • Creditors face the risk of non-payment due to the company's financial difficulties.

Next Steps

  • The company will continue to develop and beta test the LOOT8 platform.
  • The company will explore various revenue streams including direct-to-consumer, youth market, and enterprise models.
  • The company will seek to address the material weaknesses in its internal controls over financial reporting.
  • The company will need to secure additional financing to support its operations and business plan.

Key Dates

DateDescription
1997-02Company incorporated in the State of Nevada as Affordable Homes of America.
1999-03Merged into Kowtow, Inc. and changed name to Affordable Homes of America, Inc.
2000-10-12Changed name to World Homes, Inc.
2001-08-23Changed name to Composite Industries of America, Inc.
2004-09-02Changed name to Gold Rock Holdings, Inc.
2009-01-08Changed name to The Affordable Homes Group, Inc.
2011-03-01Changed name to Global Green Group, Inc.
2015-01-09Changed name back to Gold Rock Holdings, Inc.
2023-01-01Employment contracts for CEO/President and CFO/Secretary/Director began.
2023-10-02Change in control; Merle Ferguson resigned as CEO, Marcus Daley appointed CEO and Director.
2023-12-12Formed wholly-owned subsidiary LOOT8, Inc.
2024-01-11Designated 20,000,000 shares of Series A preferred stock.
2024-02-13LOOT8, Inc. entered into a sponsorship commitment with the University of Houston.
2024-02-20Entered into a Business Advisory Agreement with EAN Companies.
2024-03-31End of the reporting period for the quarterly report.
2024-04-03LOOT8, Inc. hired Anthony Denkinger as CEO.
2024-05-01Date of share count for the report.

Keywords

LOOT8, Web3, Blockchain, SocialFi, Content Management System, Digital Assets, SaaS, AI, Capital Raise, Financial Results

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