Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56304 | |
Entity Registrant Name | GOLD ROCK HOLDINGS, INC. | |
Entity Central Index Key | 0000894501 | |
Entity Tax Identification Number | 87-0434297 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 2020 General Booth Blvd. | |
Entity Address, Address Line Two | Suite 230 | |
Entity Address, City or Town | Virginia Beach | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23454 | |
City Area Code | (757) | |
Local Phone Number | 306-6090 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 236,886,969 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash | $ 234,634 | $ 108 |
Accounts Receivable | 6,500 | |
Total Current Assets | 241,134 | 108 |
Total Assets | 241,134 | 108 |
Current Liabilities | ||
Accounts Payable and Accrued Expenses | 3,321 | 9,900 |
Accrued Board of Director Compensation | 80,500 | |
Total Current Liabilities | 83,821 | 9,900 |
Total Liabilities | 83,821 | 9,900 |
Stockholders' Equity (Deficit) | ||
Common Stock - $0.001 Par; 850,000,000 Shares Authorized, 238,136,969 and 231,053,636 Issued and Outstanding, Respectively | 238,136 | 231,053 |
Additional Paid-In-Capital | 1,043,809 | 625,192 |
Accumulated Deficit | (1,124,632) | (866,037) |
Total Stockholders' Equity (Deficit) | 157,313 | (9,792) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 241,134 | $ 108 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized | 850,000,000 | 850,000,000 |
Common stock shares issued | 238,136,969 | 231,053,636 |
Common stock shares outstanding | 238,136,969 | 231,053,636 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Sales | $ 6,500 | $ 6,500 | ||
Cost of Sales | ||||
Gross Profit | 6,500 | 6,500 | ||
Operating Expenses | ||||
Board of Director Compensation | 137,500 | 170,000 | ||
Consulting | 10,500 | 3,000 | 21,000 | 6,000 |
General and Administrative | 88,999 | 7,298 | 106,595 | 30,656 |
Total Expenses | 99,499 | 10,298 | 265,095 | 206,656 |
Net Loss for the Period | $ (92,999) | $ (10,298) | $ (258,595) | $ (206,656) |
Weighted Average Number of Common Shares - Basic | 238,068,288 | 231,053,636 | 236,438,251 | 162,837,377 |
Weighted Average Number of Common Shares - Diluted | 238,068,288 | 231,053,636 | 236,438,251 | 162,837,377 |
Net Loss for the Period Per Common Shares - Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss for the Period Per Common Shares - Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities | ||
Net Loss for the Period | $ (258,595) | $ (206,656) |
Non-Cash Adjustments: | ||
Common Stock Issued for Board of Director & Consulting Services | 172,000 | |
Common Stock Issued to Prepay Director for Payment of Operating Expenses | 29,000 | |
Changes in Assets and Liabilities: | ||
Accounts Receivable | (6,500) | |
Accounts Payable and Accrued Expenses | (6,579) | 3,800 |
Accrued Board of Directors Compensation | 80,500 | |
Net Cash Flows Used In Operating Activities | (191,174) | (1,856) |
Cash Flows from Investing Activities | ||
Cash Flows from Financing Activities | ||
Cash Proceeds Received from Sale of Common Stock | 425,000 | |
Capital Contributions from Directors | 700 | 1,760 |
Net Cash Flows Provided by Financing Activities | 425,700 | 1,760 |
Net Change in Cash | 234,526 | (96) |
Cash - Beginning of Period | 108 | 1,284 |
Cash - End of Period | 234,634 | 1,188 |
Cash Paid During the Period for: | ||
Interest | ||
Income Taxes |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - UNAUDITED - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance - March 31, 2024 at Dec. 31, 2022 | $ 87,482 | $ 144,353 | $ (633,726) | $ (401,891) |
Beginning balance, shares at Dec. 31, 2022 | 87,482,208 | |||
Common Stock Issued for Accounts Payable and Accrued Expenses | $ 95,714 | 306,286 | 402,000 | |
Common Stock Issued for Accounts Payable and Accrued Expenses, shares | 95,714,286 | |||
Common Stock Issued to Prepay Director for Payment of Operating Expenses | $ 6,905 | 22,095 | 29,000 | |
Common Stock Issued to Prepay Director for Payment of Operating Expenses, shares | 6,904,761 | |||
Common Stock Issued for Board of Director & Consulting Services | $ 40,952 | 131,048 | 172,000 | |
Common Stock Issued for Board of Director & Consulting Services, shares | 40,952,381 | |||
Net Loss for the Period | (196,358) | (196,358) | ||
Balance - June 30, 2024 at Mar. 31, 2023 | $ 231,053 | 603,782 | (830,084) | 4,751 |
Ending balance, shares at Mar. 31, 2023 | 231,053,636 | |||
Capital Contributions - Directors | 1,760 | 1,760 | ||
Net Loss for the Period | (10,298) | (10,298) | ||
Balance - June 30, 2024 at Jun. 30, 2023 | $ 231,053 | 605,542 | (840,382) | (3,787) |
Ending balance, shares at Jun. 30, 2023 | 231,053,636 | |||
Balance - March 31, 2024 at Dec. 31, 2023 | $ 231,053 | 625,192 | (866,037) | (9,792) |
Beginning balance, shares at Dec. 31, 2023 | 231,053,636 | |||
Common Stock Sold | $ 5,833 | 344,167 | 350,000 | |
Common Stock Sold, shares | 5,833,333 | |||
Capital Contributions - Directors | 700 | 700 | ||
Net Loss for the Period | (165,596) | (165,596) | ||
Balance - June 30, 2024 at Mar. 31, 2024 | $ 236,886 | 970,059 | (1,031,633) | 175,312 |
Ending balance, shares at Mar. 31, 2024 | 236,886,969 | |||
Common Stock Sold | $ 1,250 | 73,750 | 75,000 | |
Common Stock Sold, shares | 1,250,000 | |||
Net Loss for the Period | (92,999) | (92,999) | ||
Balance - June 30, 2024 at Jun. 30, 2024 | $ 238,136 | $ 1,043,809 | $ (1,124,632) | $ 157,313 |
Ending balance, shares at Jun. 30, 2024 | 238,136,969 |
Organization & Description of B
Organization & Description of Business | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization & Description of Business | NOTE 1 – Organization & Description of Business The Company was incorporated in the State of Nevada in February 1997 as Affordable Homes of America. In March 1999 we merged into Kowtow, Inc. and changed our name to Affordable Homes of America, Inc. On October 12, 2000, we changed our name to World Homes, Inc. and on August 23, 2001, we changed our name to Composite Industries of America, Inc. On September 02, 2004, the Company changed its name to Gold Rock Holdings, Inc. On January 08, 2009, the Company did a name change to The Affordable Homes Group, Inc. On March 01, 2011, the Company changed its name to Global Green Group, Inc. On January 09, 2015, the Company changed its name back to Gold Rock Holdings, Inc., the current name of the Company. In 2019, Gold Rock Holdings, Inc. established itself as a provider of engineering and construction management services producing site-plans, construction drawings, cost computations, fiber network designs, and other related construction services. 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. On December 12, 2023, the Company formed a wholly owned subsidiary in the State of Wyoming by the name of Loot 8, Inc. LOOT8 Inc., had no activity through December 31, 2023. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated balance sheet has been derived from the December 31, 2023 audited financial statements and the unaudited condensed consolidated financial statements as of June 30, 2024 and 2023, have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements and related footnotes included in our Annual report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”). It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for fair condensed consolidated financial statements presentation. Operating results for the three and six months ended June 30, 2024, are not necessarily indicative of the results of operations expected for the year ending December 31, 2024. Principles of Consolidation The condensed consolidated financial statements include the accounts of Gold Rock Holdings, Inc., and its wholly owned subsidiary, LOOT8 Inc., (the “Company”). All significant inter-company balances have been eliminated in consolidation. Method of Accounting The Company’s consolidated financial statements have been prepared and presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) Use of Estimates The preparation of condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents may include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions located in the United States, which periodically may exceed federally insured amounts. Earnings (Loss) per Share Earnings (loss) per share of common stock are computed in accordance with FASB ASC 260 “Earnings per Share”. Basic earnings (loss) per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings (loss) per share. Stock-Based Compensation We account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, Fair Value of Financial Instruments The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts payable and accrued liabilities approximate fair value given their short-term nature or effective interest rates. Revenue Recognition The Company implemented ASC 606, Revenue from Contracts with Customers The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Standards | NOTE 3 – Recently Issued Accounting Standards The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including the new lease standard. The Company does not have any leases and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 4 – Going Concern The Company’s condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $ 1,124,632 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 – Related Party Transactions During the six months ended June 30, 2024, a director of the Company paid one invoice of the Company in the amount of $ 700 30,760 6,904,761 29,000 0.0042 The Company has a consulting agreement with a majority shareholder/board of director. The agreement is for $ 1,000 3,000 6,000 The Company entered into a compensation agreement beginning January 1, 2023 and ending on December 31, 2028 in the amount of $ 95,000 75,000 0 75,000 170,000 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 Company’s financial health is projected to support full payment. 37,500 62,500 |
Stock
Stock | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stock | NOTE 6 – Stock Preferred Stock Preferred stock consists of 50,000,000 0.001 20,000,000 0 Common Stock Common stock consists of 850,000,000 0.001 238,136,969 231,053,636 During the six months ended June 30, 2023, the Company issued 40,952,381 172,000 During the six months ended June 30, 2023, the Company issued 6,904,761 29,000 During the six months ended June 30, 2023, the Company issued 95,714,286 402,000 During the six months ended June 30, 2024 the Company sold 7,083,333 425,000 |
Sponsorship Commitment
Sponsorship Commitment | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Sponsorship Commitment | NOTE 7 – Sponsorship Commitment On February 13, 2024, LOOT8, Inc., the Company’s wholly owned subsidiary entered into a sponsorship commitment with a consultant to the University of Houston in the amount of $125,000 for one year ending on February 12, 2025 to be paid in twelve (12) installments of $10,416.66 each. 20,821 41,649 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 – Subsequent Events As noted in Note 7, the Company has terminated their consultant agreement on July 18, 2024. The Company is in discussions with the University of Houston to possible enter into a direct agreement to continue their sponsorship. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated balance sheet has been derived from the December 31, 2023 audited financial statements and the unaudited condensed consolidated financial statements as of June 30, 2024 and 2023, have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements and related footnotes included in our Annual report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”). It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for fair condensed consolidated financial statements presentation. Operating results for the three and six months ended June 30, 2024, are not necessarily indicative of the results of operations expected for the year ending December 31, 2024. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Gold Rock Holdings, Inc., and its wholly owned subsidiary, LOOT8 Inc., (the “Company”). All significant inter-company balances have been eliminated in consolidation. |
Method of Accounting | Method of Accounting The Company’s consolidated financial statements have been prepared and presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents may include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions located in the United States, which periodically may exceed federally insured amounts. |
Earnings (Loss) per Share | Earnings (Loss) per Share Earnings (loss) per share of common stock are computed in accordance with FASB ASC 260 “Earnings per Share”. Basic earnings (loss) per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings (loss) per share. |
Stock-Based Compensation | Stock-Based Compensation We account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts payable and accrued liabilities approximate fair value given their short-term nature or effective interest rates. |
Revenue Recognition | Revenue Recognition The Company implemented ASC 606, Revenue from Contracts with Customers The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 1,124,632 | $ 866,037 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related parties amount of transaction | $ 700 | $ 30,760 | ||
Common stock issued to prepay director for payment of operating expenses | $ 29,000 | |||
Stock issuance to reimburse | $ 0.0042 | |||
Agreement monthly charges | $ 1,000 | |||
Consulting expense | 3,000 | 6,000 | ||
Agreement amount payable | $ 95,000 | 95,000 | ||
Annually paid | 75,000 | 75,000 | ||
Board of director compensation | 0 | $ 0 | $ 75,000 | $ 170,000 |
Related party transactions description | 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 Company’s financial health is projected to support full payment. | |||
Board of director compensation | $ 37,500 | $ 62,500 | ||
Common Stock [Member] | ||||
Common stock issued to prepay director for payment of operating expenses, shares | 6,904,761 |
Stock (Details Narrative)
Stock (Details Narrative) - USD ($) | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jan. 11, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, shares authorized | 850,000,000 | 850,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | 238,136,969 | 231,053,636 | ||
Common stock, shares outstanding | 238,136,969 | 231,053,636 | ||
Shares issued | $ 40,952,381 | |||
Shares issued, value | 172,000 | |||
Common stock issued for consulting and director compensation, shares | 6,904,761 | |||
Common stock issued for consulting and director compensation | $ 29,000 | |||
Number of share sold | 7,083,333 | |||
Received on transaction | $ 425,000 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock issued for accounts payable and accrued expenses, shares | 95,714,286 | |||
Common stock issued for accounts payable and accrued expenses | $ 402,000 | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 20,000,000 |
Sponsorship Commitment (Details
Sponsorship Commitment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Feb. 13, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Sponsorship description | Company’s wholly owned subsidiary entered into a sponsorship commitment with a consultant to the University of Houston in the amount of $125,000 for one year ending on February 12, 2025 to be paid in twelve (12) installments of $10,416.66 each. | ||
General and administrative expenses | $ 20,821 | $ 41,649 |