10-K: Gold Rock Holdings Reports Fiscal Year 2024 Results, Revenue Growth Driven by AI Coding and Language Modeling
Annual Results
Gold Rock Holdings, Inc. reports its financial results for the fiscal year ended December 31, 2024, highlighting revenue growth driven by its AI coding and language modeling division, K-Project, and strategic shifts towards technological assets.
Summary
- Gold Rock Holdings, Inc., a Nevada corporation, is a holding company focused on acquiring technological assets.
- The company shifted its business model from engineering and construction management services following a change in control on October 2, 2023.
- Gold Rock formed LOOT8, Inc., a Wyoming corporation, as a wholly-owned subsidiary on December 12, 2023, acquiring intellectual property related to a Web3 Commerce and Content Management Engine Software.
- LOOT8 is designed to cater to enterprise necessities including digital product passports, private communication channels, and loyalty programs.
- In June 2024, the Company opened its K-Project Artificial Intelligence (AI) division that currently offers AI coding and language learning tools.
- Revenues for the year ended December 31, 2024, totaled $138,000 from sales of AI coding and language modeling, compared to no revenue in 2023.
- The company reported a net loss of $240,694 for the year ended December 31, 2024, compared to a net loss of $232,311 in 2023.
- As of December 31, 2024, the company had total assets of $253,614 and total liabilities of $78,400.
- The company's independent auditor included a 'going concern' explanatory paragraph in their audit report.
Sentiment
Score: 4
Explanation: The document presents a mixed picture. While the company has generated revenue and is pursuing innovative technologies, it is also facing financial challenges and has identified a material weakness in its internal controls. The 'going concern' opinion from the auditor is a significant concern.
Positives
- The company successfully generated $138,000 in revenue from its AI coding and language modeling division in 2024, a significant improvement from no revenue in 2023.
- The company is developing LOOT8, a Web3 content management system, which could provide future revenue streams.
- The company has secured an oral commitment from its CEO to advance funds as necessary to meet operating requirements for the next 12 months.
Negatives
- The company reported a net loss of $240,694 for the year ended December 31, 2024.
- The company has an accumulated deficit of $1,106,731 as of December 31, 2024.
- The company's independent auditor included a 'going concern' explanatory paragraph in their audit report.
- The company identified a material weakness in its internal control over financial reporting.
- The company has inadequate segregation of duties within its cash disbursement control design.
Risks
- The company's ability to continue as a going concern is dependent on its ability to generate revenues and/or obtain financing.
- The company faces risks related to its reliance on third parties for technology and its ability to integrate acquired technology.
- The company operates in a volatile and intensely competitive environment with rapid technological change.
- The company is dependent on key and scarce employees in a competitive market for skilled personnel.
- The company has a material weakness in internal control over financial reporting.
Future Outlook
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 its K Project Division, focusing on its AI software solutions and programs.
Management Comments
- Management intends to raise additional funds by way of an offering of our debt or equity securities.
- Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for Gold Rock Holdings, Inc. to continue as a going concern.
Industry Context
The company's shift towards Web3 and AI technologies aligns with current industry trends, but its success will depend on its ability to compete in these rapidly evolving markets.
Comparison to Industry Standards
- It is difficult to compare Gold Rock Holdings directly to industry standards due to its unique combination of Web3 and AI initiatives and its early stage of development.
- Companies like S&P Global, where CEO Marcus Daley previously served as CTO, are significantly larger and more established, making direct comparisons challenging.
- Other small companies in the AI and blockchain space may serve as better benchmarks, but their financial data is not readily available for comparison.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Merle Ferguson | Marcus Daley | 2023-10-03 | Change in shareholder control |
| Chief Operations Officer | NA | Anthony Denkinger | 2025-02-06 | New appointment |
Related Party Transactions
- Richard Kaiser, CFO, Secretary and Director is the owner of YES International which has a consulting agreement with Gold Rock Holdings, Inc.
- The Company utilizes the services of Yes International. LLC., which is controlled by Mr. Richard Kaiser who is a member of the Board of Directors.
- The Company entered into an agreement with the officer of LOOT8 for $12,500 monthly of which $10,000 will be paid 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 dilution if the company raises additional capital through equity offerings.
- Employees' job security is uncertain due to the company's going concern status.
- Customers of the K-Project division may benefit from the company's AI solutions.
- The company's ability to pay its suppliers and creditors is dependent on its ability to generate revenue and/or obtain financing.
Next Steps
- The company plans to fully deploy, market, and utilize its LOOT8 platform.
- The company plans to expand blockchain innovation in digital assets and the SocialFi revolution.
- The company plans to expand into direct-to-business relationships.
- The company plans to build forward its K Project Division, focusing on its AI software solutions and programs.
- Management plans, as capital becomes available to the Company, to increase the accounting and financial reporting staff and provide future investments in the continuing education and public company accounting training of our accounting and financial professionals.
Key Dates
| Date | Description |
|---|---|
| 1997-02-01 | Gold Rock Holdings, Inc. was incorporated in the State of Nevada. |
| 2009-04-15 | Our common stock has been traded on the OTCMARKETS since this date, under the symbol GRHI |
| 2023-10-02 | Change in control of the Company; Merle Ferguson sold his controlling share position to Marcus Daley. |
| 2023-10-03 | Marcus Daley appointed as a Board of Director and Chief Executive Officer. |
| 2023-12-12 | Gold Rock Holdings, Inc. formed LOOT8, Inc. as its operating wholly-owned subsidiary. |
| 2024-01-01 | Merle Ferguson cancelled his employment compensation agreement with the Company. |
| 2024-01-11 | The board of directors adopted a resolution authorizing the designation of Series A Preferred Stock. |
| 2024-02-01 | LOOT8, Inc. hired Anthony Denkinger as its Chief Executive Officer. |
| 2024-02-13 | Loot8, Inc. entered into a sponsorship commitment with the University of Houston. |
| 2024-05-07 | The Company changed its PCAOB auditing firm to Michael Gillespie & Associates, CPAs,PLLC. |
| 2024-06-01 | GRHI started a new operational division, K Project, a division committed to finding new technological advancements in Artificial Intelligent (AI) applications through unique AI agent personas. |
| 2024-07-02 | LOOT8, Inc. received a return of approximately $20,833 from Perpetual Sports. LLC for payments made on the consulting agreement for April and May 2024. |
| 2024-07-18 | The Company and Perpetual Sports mutually agreed to terminated month-to-month consultant agreement. |
| 2025-02-06 | Anthony Denkinger was appointed as Chief Operations Officer (COO) of Gold Rock Holdings, Inc. |
| 2025-03-24 | Latest practicable date for shares outstanding. |
Keywords
Gold Rock Holdings, LOOT8, K-Project, AI, Web3, Financial Results, Annual Report, Technology Assets, Revenue, Net Loss, Going Concern, Internal Control
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