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 U.S. SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 [ ] TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission file number: 000-56304

 (Name of Small Business Issuer in its charter)

 Nevada

 000-51074

 87-0434297

 (State or other jurisdiction of incorporation)

 (Commission File Number)

 (IRS Employer Identification No.)

 2020 General Booth Blvd.

 Suite 230

 (Address of principal executive offices)

 Registrant's telephone number: ( 757) 306-6090

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Ticker symbol(s)

 Name of each

 exchange on which

 registered

 N/A

 N/A

 N/A

 If securities are registered pursuant to Section 12(b) of the Act, indicate
by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements. [ ]

 Securities registered under Section 12(g) of the Exchange Act: Common stock,
par value $0.001 per share, stock symbol: GRHI

 Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.
 Yes [X] No [ ]

 Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes [X] No [ ]

 Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

 Indicate by check mark whether the registrant has filed a report on and
attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b)
of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its annual report. [ ]

 Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer,"
"accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act:

 Large accelerated filer [ ]

 Accelerated filer [ ]

 Non-accelerated filer [X]

 Smaller reporting company [X]

 Emerging Growth [ ]

 Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12(b)-2 of the Exchange Act). Yes [ ] No [X]

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. [ ]

 The aggregate market value of the 35,430,483 shares of common equity held
by non-affiliates computed by reference to the average bid and ask price of $0.06 per share of the registrant's common stock (as reported
on the OTCPINK operated by "The OTC Markets Group, Inc.") at which the common equity was last sold as of the last business day
of its most recently completed second fiscal quarter (June 30, 2024) was approximately $ 2,125,829.

 State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: At March 24, 2025, the registrant had outstanding 238,136,969 shares of common stock,
par value $0.001 per share.

 - i -

 -Page-

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments.

 Item 2.

 Property

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Selected Financial Data

 Item 7.

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

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure

 Item 9A.

 Controls And Procedures

 Item 9B.

 Other Information

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

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

 Item 13.

 Certain Relationships and Related Transactions and
Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Signatures

 - 1 -

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Except for historical information, this report contains forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such
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.

 Item 1. 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 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 collectibles
and fan engagements. Key initiatives include athletes', musicians', and influencers' Name, Image, and Likeness (NIL) rights, and revenue
generation through a 10% transaction fee on subscriptions and digital collectible sales. The model also includes a collaboration with
LBX Food Robotics for vending machines at universities and other venues, which serve as sales points for digital memorabilia, and the
integration of APPIX for real-time notifications on collectible availability. The second anticipated revenue stream targets the youth
market. LOOT8 plans to leverage high-profile athletes, musicians, and influencers to create personalized, customizable avatars. This feature
is expected to contribute to revenue through a 10% transaction fee on cosmetic items for AI companions, while maintaining these digital
assets on LOOT8's platform. The third anticipated stream will utilize an enterprise model, leveraging Marcus Daley, GRHI's CEO's
background with NeuralMetrics, towards Software as a Service (SaaS) and Platform as a Service (PaaS) licensing models. The Company plans
to focus on Annual Contract Value (ACV) and Annual Recurring Revenue (ARR) from corporate clients. This approach will allow the Company
to address enterprise needs in digital agent, persona and workflow solutions that accelerate existing business use-cases. For purposes
of authenticity and compliance, the offerings optionally leverage digital product passport type solutions that address regulations in
Europe and similar use-cases globally.

 In June 2024, the Company opened its K-Project Artificial Intelligence
(AI) division that currently offers AI coding and language learning tools. The K-Project division's AI operations seeks to integrate its
AI technology applications and software solutions across various industries, creating and deploying AI personas.

 GRHI's management business plan is to fully deploy, market and and utilize
its LOOT8 platform, expanding blockchain innovation in digital assets, the SocialFi revolution, and expanding into direct-to-business
relationships, and build forward it's K Project Division, focusing on its AI software solutions and programs. The K- Project expects to
expand its sale and marketing of its unique language learning services and other AI initiatives tools that can be utilized to create specific
AI personas for a number of industries, including but no limited to health care, law enforcement, governmental agencies, education, shipping
logistics, travel, and other industries. The K Project has (1) one customer who is receiving AI persona coding services for the client's
specific operational needs.

 Gold Rock Holdings, Inc. maintains an executive office in Virginia Beach,
Virginia where all marketing, sales, and customer supports activities are implemented.

 Transfer Agent

 Our transfer agent is Legacy Stock Transfer. whose address is 16891 Addison
Road, Suite 247, Addison, Texas, 75001 and its telephone number 972-612-4120.

 Company Contact Information

 Our principal executive and subsidiary offices are located at 2020 General
Booth Blvd., Unit 230, Virginia Beach, VA 23454, telephone (757) 306-6090. The information to be contained in our internet websites, www.goldrockholdings.com
and loot8.io shall not constitute part of this report.

 - 2 -

 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.

 Item 1B. Unresolved Staff Comments.

 None.

 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.

 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.

 ITEM 4. Mine Safety Disclosure- (Removed and Reserved).

 Not applicable to this Company.

 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 2024 and 2023. The quotations do not reflect adjustments for retail
mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.

 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

 High

 Low

 2024 Quarter Ended:

 March 31, 2024

 $
 0.06

 $
 0.06

 June 30, 2024

 $
 0.06

 $
 0.06

 September 30, 2024

 $
 0.05

 $
 0.05

 December 31, 2024

 $
 0.035

 $
 0.055

 As of December 31, 2024, we were authorized to issue 850,000,000 shares,
$0.001 par value, of our common stock, of which 238,136,969 shares were outstanding. Our shares of common stock are held by approximately
170 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 designating
20,000,000 shares of Series A Preferred Stock. Each of these shares has a par value of $0.001, is not entitled to dividends, has voting
rights equal to 25 common votes per share, has the same liquidation rights as common and are not convertible. After this designation,
the Company still has 30,000,000 blank check preferred stock, par value, $0.001 per share available for designation. The Company has no
preferred shares issued and outstanding at this time.

 Issuances of shares of preferred stock, while providing flexibility in
connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting
power of the holders of our common stock and prior series of preferred stock then outstanding.

 - 3 -

 Dividends

 We have not paid or declared any dividends on our common stock, nor do
we anticipate paying any cash dividends or other distributions on our common stock in the foreseeable future. Any future dividends
will be declared at the discretion of our board of directors and will depend, among other things, on our earnings, if any, our financial
requirements for future operations and growth, and other facts as our board of directors may then deem appropriate.

 ITEM 6. Selected Financial Data.

 Not applicable.

 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.

 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
statements involve risks and uncertainties. Our actual results could differ materially from the results described in or implied
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, 2024, we had total assets of $253,614 and total liabilities
of $78,400. 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, 2024, Gold Rock Holdings, Inc. had an accumulated deficit
of $1,106,731, which included a net loss of $240,694. Also, during the year ended December 31 2024, we used net cash of $216,914 for operating
activities. These factors raise substantial doubt about our ability to continue as a going concern.

 While we are attempting to generate revenues, our cash position may not
be significant enough to support our daily operations. Management intends to raise additional funds by way of an offering of our
debt or equity securities (See Item 9B- Other Information). 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. While we believe in the viability of our business strategy to generate revenues and in our ability to raise additional
funds, we may not be successful.

 Our ability to continue as a going concern is dependent upon our capability
to further implement our business plan and generate revenues.

 Results of Operations

 Year Ended December 31, 2024 Compared to Year Ended December 31,
2023.

 Revenues for the Company's year ended December 31, 2024 totaled $138,000
from sales of it AI coding and language modeling and in December 31, 2023 the Company had -0- revenue.

 Cost of Goods Sold for the year ended December 31, 2024 and December 31,
2023 totaled $-0-.

 Gross profit for the year ended December 31, 2024 was $138,000 and for
the year ended December 31, 2023 was $-0- due to no sales.

 Gross profit margins for year ended December 31, 2024 increased to 100%
from 0% for the year ended December 31, 2023.

 General and Administrative expenses for the year ended December 31, 2024
totaled $108,837 compared to $50,311 for December 31, 2023, primarily due to increases in professional service fees and other general
business expenses.

 Total Operating expenses for the year ended December 31, 2024 totaled $379,194
compared to $232,311 for December 31, 2023. Advertising fees were $30,857 for the year ended December 31, 2024 compared to $-0- advertising
cost for the year ended December 31, 2023. Board of Director fees were $212,500 for the year ended December 31, 2024 compared to $170,000
for the year ended December 31, 2023. Consulting Fees for the year ended December 31, 2024 were $27,000 compared to $12,000 in December
31, 2023.

 Net loss for the years ended December 31, 2024 and 2023 were $240,694 and
$232,311 respectively. The increases in loss was due to the increases in advertising cost, consulting fees, board of directors compensation
and General and Administrative cost.

 - 4 -

 Liquidity and Capital Resources:

 As of December 31, 2024, our assets totaled 253,614 that consist of $209,614
in cash and $44,000 in account receivable. The Company's total liabilities were 78,400 which consisted of accounts payable and accrued
expenses and accrued board of director compensation fees. As of December 31, 2024, the Company had an accumulated deficit of $1,106,731
and working capital of $175,214.

 For the year ended December 31, 2024, net cash used in operations of $216,194
was the result of a net loss of $240,694, from an increase in accounts receivables of $44,000, a decrease in accounts payable and accrued
expenses of $8,500 and from an increase in accrued board of directors' compensation of $77,000.

 For the year ended December 31, 2023, net cash used in operations of $22,258
was the result of a net loss of $231,311, from common stock issued for board of director and consulting services of $172,000 and from
common stock issued to prepay director for payment of operating expenses of $29,000 and from the increase in accounts payable and accrued
expenses of $8,725.

 The Company's significant operating losses raise substantial doubt about
its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty. As indicated herein, we need capital for the implementation of our business plan, and we will need additional
capital for continuing our operations. We do not have sufficient revenues to pay our operating expenses at this time. Unless
the Company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially change
its methods of operations or change its business plan. For the next 12 months the Company has an oral commitment from its CEO, Marcus
Daley, to advance funds as necessary to meeting our operating requirement.

 Investing Activities

 Net cash used in investing activities was $0 for both calendar years ended
December 31, 2024, and 2023.

 Cash from Financing Activities

 Net cash provided by financing activities was $425,700 for year ended December
31, 2024, and was $21,410 for year ended December 31, 2023.

 Critical Accounting Policies

 Our consolidated financial statements and accompanying notes are prepared
in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management
to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and
assumptions are affected by management's application of accounting policies. Critical accounting policies include revenue recognition
and impairment of long-lived assets.

 Revenue Recognition

 In accordance with ASC Topic 606, Revenue from Contracts with Customers
("ASC 606"), revenues are recognized when control of the promised goods or services is 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: 1) Identify the contract with a client; (2) Identify the performance obligations in the contract;
(3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize
revenues when or as the company satisfies a performance obligation.

 We adopted this ASC on January 1, 2021. Although the new revenue standard
is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue
recognition and the control activities within them.

 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, which requires all share-based payments,
including grants of stock options, to be recognized in the financial statements based on their fair values. The fair value of the
equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which
services are rendered.

 Recent Accounting Pronouncements

 The Company has implemented all new accounting pronouncements that are
in effect and is evaluating any that may impact its financial statements, including revenue recognition. The Company 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.

 Off-Balance Sheet Arrangements

 We do not have any off-balance sheet arrangements.

 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.

 Not applicable.

 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.

 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 -

 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 Company Accounting Oversight Board (United
States). A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that
there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not
be prevented or detected on a timely basis. The material weakness we identified is discussed in "Internal Control Over Financial
Reporting" below. Our Chief Operating Officer and Chief Financial Officer have concluded that as a result of the material weakness,
as of the end of the period covered by this Annual Report on Form 10-K, our Disclosure Controls were not effective.

 Internal Control over Financial Reporting

 Our management is responsible for establishing and maintaining adequate
internal control over financial reporting; as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

 Our internal control system was designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with
generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Our management, including our principal operating officer and principal
accounting officer, conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.

 Based on our evaluation, our management concluded that there is a material
weakness in our internal control over financial reporting. The material weakness identified did not result in the restatement of any previously
reported financial statements or any related financial disclosure, nor does management believe that it had any effect on the accuracy
of the Company's financial statements for the current reporting period.

 The Company has inadequate segregation of duties within its cash disbursement control design.

 During the year ended December 31, 2024, the Company internally performed all aspects of its financial reporting process, including,
but not limited to the underlying accounting records and the recording of journal entries and for the preparation of financial statements.
This process was deficient, because these duties were performed often times by the same people, and therefore a lack of review was created
over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used
to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material
misstatement to our interim or annual financial statements that would not be prevented or detected.

 The Company is continuing the process of remediating its control deficiencies. However, the material weakness in internal control
over financial reporting that has been identified will not be remediated until numerous internal controls are implemented and operate
for a period of time, are tested, and the Company is able to conclude that such internal controls are operating effectively. The Company
cannot provide assurance that these procedures will be successful in identifying material errors that may exist in the financial statements.
The Company cannot make assurances that it will not identify additional material weaknesses in its internal control over financial reporting
in the future. 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.

 Our internal control over financial reporting includes those policies and
procedures that:

 (i)
 pertain to the maintenance of records, that in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets;

 (ii)
 provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and
expenditures are being made only in accordance with the authorization of our management and directors, and;

 (iii)
 provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

 - 6 -

 Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

 Management, including our Principal Executive Officer and Principal Financial
Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment,
management used the May 2013 updated criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.

 It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design
of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent
limitations of control system, there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions.

 Because of the material weakness described above, management concluded
that, as of December 31, 2024 our internal control over financial reporting was not effective based on the criteria established in Internal
Control-Integrated Framework issued by COSO. There has been no change in our internal controls that occurred during our most recent fiscal
period that has materially affected, or is reasonably likely to affect, our internal controls.

 In May 2013, the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") released an updated version of its Internal Control - Integrated Framework ("2013 Framework"),
Initially issued in 1992, the original framework ("1992 Framework") provided guidance to organizations to design, implement
and evaluate the effectiveness of internal control concepts and simplify their use and application. The 2013 Framework is intended to
improve upon systems of internal control over external financial reporting by formalizing the principles embedded in the 1992 Framework,
incorporating business and operating environment changes and increasing the framework ease of use and application. The 1992 Framework
remained available until December 15, 2014, after which it was superseded by the 2013 Framework. The Company did not experience significant
changes to its internal control over financial reporting as a result of the transition to the 2013 Framework.

 This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation
by the Company's registered public accounting firm pursuant to rules of the SEC that permit smaller reporting companies like us
to provide only management's report in this annual report.

 This report shall not be deemed to be filed for purposes of Section 18
of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference
into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such
filing.

 No changes have occurred in the Company's internal controls over
financial reporting during the Company's last fiscal quarter, which has materially affected or is likely to affect such controls.

 Item 9B. Other Information

 On January 1, 2024, Merle Ferguson sent a letter to the Company's
Board of Directors stating he cancelled his employment compensation agreement that was entered into on January 1, 2023. At this time Mr.
Ferguson has no compensation agreement in place with the Company.

 On January 2, 2024, the Company signed a stock subscription agreement with
an individual in the amount of $50,000 for 833,333 shares of restricted common stock. As of the date of this report, the $50,000 has been
received while the shares have yet to be issued.

 On January 11, 2024, the board of directors adopted a resolution authorizing
the designation of Series A Preferred Stock. The number of shares designated is 20,000,000. Each of these shares has a par value of $0.001,
is not entitled to dividends, has voting rights equal to 25 common votes per share, has the same liquidation rights as common and are
not convertible.

 On January 31, 2024, the Company signed a stock subscription agreement
with an individual in the amount of $50,000 for 833,333 shares of restricted common stock. As of the date of this report, the $50,000
has been received, but the shares have not yet been issued.

 On February 1, 2024, the Company's wholly-owned subsidiary LOOT8, Inc.
hired Anthony Denkinger as its Chief Executive Officer.

 On February 7, 2024, the Company signed a stock subscription agreement
with an individual in the amount of $200,000 for 3,333,333 shares of restricted common stock. As of the date of this report, the $200,000
has been received but the shares have not yet been issued.

 On February 13, 2024, Loot8, Inc., the Company's wholly owned subsidiary
entered into a sponsorship commitment with the University of Houston in the amount of $125,000 for one year ending on February 12, 2025
under the contract the Company is to be paid in twelve (12) installments of $10,416.66 each.

 On February 15, 2024, the Company signed a stock subscription agreement
with an individual in the amount of $50,000 for 833,333 shares of restricted common stock. As of the date of this report, the $50,000
has been received, but the shares have not yet been issued.

 On February 20, 2024, the Company entered into a Business Advisory Agreement
with EAN Companies. The agreement call for EAN Companies and its representative to provide consulting and financial marketing services
for a total fee of $15,000; $5000 paid at the time of signing, February 20, 2024, and subsequent monthly payments of $2500. The agreement
ended on June 19, 2024 and the Company didn't re-engage.

 On May 7, 2024, the Company's changed its PCAOB auditing firm to Michael
Gillespie & Associates, CPAs, PLLC.

 On June 01, 2024, 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.

 - 7 -

 On July 2, 2024, LOOT8, Inc., the Company's wholly-owned subsidiary received
from Perpetual Sports. LLC the return of approximately $20,833 to the Company for payments made on the consulting agreement for April
and May 2024. The Company and Perpetual Sports mutually agreed to terminated month-to-month consultant agreement on July 18, 2024.

 Subsequent Events

 On February 6, 2025, the Company announced that Anthony Denkinger was appointed
as Chief Operations Officer (COO) of Gold Rock Holdings, Inc.

 ITEM 10. Directors, Executive Officers and Corporate Governance.

 The following table provides information concerning our officers and directors.
All directors hold office until the next annual meeting of stockholders or until their successors have been elected and qualified.

 NAME

 AGE

 POSITION

 Marcus Daley (1)

 CEO/Chairman

 Richard Kaiser

 CFO/Secretary/Director

 Merle Ferguson (1)

 Chairman/President

 Anthony Denkinger (2)

 COO

 (1) On October 2, 2023, the Board of Directors ("the Board")
accepted the resignation from Mr. Merle Ferguson as the Company's Chief Executive Officer; Mr. Ferguson remains the Company's Chairman
of the Board and President of the Company. On October 3, 2023, the Board appointed Mr. Marcus Daley as a Board of Director and Chief Executive
Officer (See Item 13 - Certain Relationships and Related Transactions and Director Independence).

 (2) On February 6, 2025, the Board of Directors appointed Mr. Anthony Denkinger
the Company's Chief Operation Officer, and since February 1, 2024 he has been the Chief Executive Officer of the Company's wholly-owned
subsidiary, LOOT8, Inc.

 BIOGRAPHY

 Marcus Daley recently served as Chief Technology Officer for S&P Global
Ratings from early 2018 to mid-2022 where he revitalized the technology organization and led an initiative to move global operations and
product delivery to a single cloud platform. During that same time, from late 2021 to mid-2022 he served as CTO for Mountain America
Credit Union, helping them explore Web3 and digital assets as the next frontier for financial services. Prior to that, from 2004 to 2018
he was CTO for Nice inContact and CTO for S&P Global Market Intelligence among other roles as CTO building innovative startups and
helping mid-size companies through M&A transformations. Mr. Daley attended Utah State University and Colorado State University where
he received a BA in International Studies and an MBA. The Board reviewed Mr. Daley's background and considered him qualified for his positions.

 Mr. Ferguson became Chairman of the Board of the Company in January 2000,
and since January 2014 he has been the sole officer / director of the Company. Prior to that, he had no relationship with the Company.
Mr. Ferguson attended Yakima Valley College from 1964-1966 with a major in forestry and a minor in Business Management. In April of 1966,
he enlisted in the United States Marine Corps, serving two tours in Vietnam, and was honorably discharged in 1970. From January
12, 2010 to March, 19, 2019, Mr. Ferguson served as Chairman, Secretary, Treasurer and a majority shareholder of Predictive Technology
Group, Inc., a company located in Salt Lake City, Utah. Predictive Technology Group, Inc. is a biotech company involved in the manufacturing
and marketing of products making stem cells and genetic therapeutics. Predictive Technology Group, Inc.'s stock trades on the OTC
Markets-Pink. From January 2009 to the present, Mr. Ferguson has served as Chairman, President, CEO, CFO and majority owner of Element
Global, Inc., located in Virginia Beach, Virginia. Element Global provides mining, media and energy services. The stock of
Element Global trades on the OTC Markets Pink, no information market. Beginning in May, 2014, Mr. Ferguson also became Chairman and President
of Element Global. Mr. Ferguson became Chairman of the Board of the BioForce Nanosciences Holdings, Inc. on July 8, 2013, and subsequently
on December 1, 2016 he also became CEO and President of the BioForce Nanosciences Holdings, Inc., a company which sells vitamin supplements
and which is located in Virginia Beach, Virginia. He resigned as CEO and President of Bioforce in November 2021, but remains BFNH's Chairman.
BFNH is a fully reporting entity with its stock trading on the OTC MARKET - Pink under the symbol BFNH. From November 2018 to April 2023,
Mr. Ferguson served as President, Chairman and CEO of Bravo Multinational, Inc., which is traded on the OTC Markets under the symbol BRVO
and operates gaming machines in the casino industry. The Board reviewed Mr. Ferguson's background and considered him qualified for his
position due to his educational background and his experience with SEC filings and public companies.

 Richard Kaiser in August 2022 became a Director, CFO, Corporate Secretary
and Corporate Governance Officer of Gold Rock Holdings, Inc. He has served as an officer and Co-Owner of Yes International since July,
1991. Yes International is a full-service EDGAR conversion filing agent, investor relations and venture capital firm located in Virginia
Beach, Virginia. From July 1, 2013 to the present, Mr. Kaiser has also served as a Director, Secretary and CFO of BioForce NanoSciences
Holdings, a public company formed under the laws of Nevada with its headquarters located in Virginia Beach, Virginia. BioForce NanoSciences
Holdings, Inc. is in the business private labeling vitamins and nutritional supplements. BioForce NanoSciences Holdings, Inc. trades under
the symbol BFNH on the OTC Markets. From April 1, 2015 to the present, Mr. Kaiser has also served as a Director, Secretary, and
CFO of Bravo Multinational, Inc., a public company under symbol BRVO on OTC Markets. Bravo Multinational Incorporated is formed under
the laws of Wyoming with its headquarters located in Virginia Beach, VA. Bravo is in the business of buying and selling casino gaming
equipment. In 1990, Mr. Kaiser received a Bachelor of Arts degree in International Economics from Oakland University (formerly known as
Michigan State University-Honors College). The Board reviewed Mr. Kaiser's background and considered him qualified for his position due
to his educational background and his experience with SEC filings and public companies.

 Anthony Denkinger on February 1, 2024 became the Chief Executive Officer
(CEO) at LOOT8, Inc. (LOOT8), which is a wholly owned subsidiary of Gold Rock Holdings, Inc. LOOT8 drives advanced solutions in AI and
blockchain. He honed his leadership and operational acumen as a U.S. Air Force Captain, overseeing hundreds of personnel across critical
logistical operations. Holding a B.S. from the U.S. Air Force Academy and an MBA from the University of Illinois, he blends strategic
thinking with agile methodologies to tackle complex challenges. On February 6, 2025 Mr. Denkinger was appointed the Chief Operations Officer
of Gold Rock Holdings, Inc. Mr. Denkinger's results-focused leadership style unites cross-functional teams, fostering trust and decisive
action. The Board reviewed Mr. Denkinger's background and considered him qualified for his positions.

 - 8 -

 BOARD OF DIRECTORS AND COMMITTEES

 The Board of Directors acts as the Audit Committee and the Board has no
separate committees. The Company has no qualified financial expert, because it has inadequate financial resources at this time to hire
such an expert.

 The Company anticipates that a qualified financial expert will be obtained
when the Company's financial position improves.

 ITEM 11. Executive Compensation.

 The table below summarizes the compensation during the last two fiscal
years received by our executive officers:

 Name and Principal Position

 Year

 Salary

 Bonus

 ($)

 Stock Awards

 ($)

 Option Awards

 ($)

 Non-Equity

 Incentive

 Plan Compensation

 ($)

 Nonqualified

 Deferred

 Compensation

 ($)

 All Other

 Compensation

 ($)

 Total

 ($) (1)(2)

 Marcus Daley,

 CEO & Directors (2)

 2023

 2024

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 Merle Ferguson

 President & Chairman

 2023

 2024

 $95,000

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $410,000(3)

 $-0-

 Richard Kaiser

 CFO, Secretary & Director

 2023

 2024

 $75,000

 $75,000

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $23,000 (4)

 $38,350 (4)

 Anthony Denkinger

 COO

 2023

 2024

 $-0-

 $150,000

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $120,000 (5)

 (1)
 Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than
$10,000.

 (2)
 Marcus Daley became CEO and Director on October 3, 2023. In 2023 & 2024, no compensation contract has been entered into
with Mr. Daley as of the date of this filing.

 (3)
 Mr. Ferguson received $95,000 in restricted shares for Board of Director/Officer salary, $350,000 in restricted shares for repayment
on working capital and service expenses paid on behalf of the Company from 1998 to 2023, received $29,000 in restricted shares for 2023
expenses paid on behalf of the Company, and received $31,000 for Board of Director/officer fees accrued prior to 2023. On January 01,
2024, Mr. Ferguson's contract was cancelled, no new compensation agreement in place.

 (4)
 In 2023, Mr. Kaiser received $75,000 in restricted shares for Board of Director/Officer Salary, and received $23,000 in fees owed
to him for past role as consultant to the Company. In 2024, Mr. Kaiser received $26,500 in compensation on accrued wages owed and $12,000
in consulting fee to YES International, a Company controlled by Mr. Kaiser

 (5)
 Anthony Denkinger on February 1, 2024 entered into a 2-year employment contract with the Company's wholly-owned subsidiary LOOT8,
Inc. whereas he is the CEO. The parent Company Gold Rock Holdings, Inc. pays him as the COO of LOOT8, Inc. $10,000 per month with $2,500
being deferred; accrued payment not expected until such time when the Company and/or wholly subsidiary has stronger financial status.
On February 6, 2025, Mr. Denkinger became the COO of Gold Rock Holdings, Inc. and at this time he does not have an employment compensation
agreement.

 Employment Agreements

 On January 1, 2023, the Company entered into a five-year employment contract
with Mr. Ferguson starting January 01, 2023 until December 31, 2028, annual pay at $95,000 (See Exhibit 10.3). On January 1, 2024, Mr.
Ferguson cancelled his employment contract with the Company. As of this date of the filing, Mr. Ferguson has yet to enter into a new
employment contract with the Company.

 On January 1, 2023, the Company entered into an employment contract with
Mr. Kaiser for his rolls as CFO/Secretary/ Director for a three (3) year period from January 01, 2023 until December 31, 2026, annual
pay at $75,000 (See Exhibit 10.4).

 The Company had no employment agreement with Mr. Kaiser through December
31, 2022. Prior to becoming an officer/director Mr. Kaiser had a consulting agreement with the Company. The consulting agreement is a
monthly agreement for the period ending 2024 and is still active with Mr. Kaiser's company YES International (See Exhibit 10.2).

 As of the date of this filing, Mr. Daley has yet to enter into an employment
agreement with the Company. Mr. Daley has decided to wait until the Company can become financial stable before entering into an employment
agreement with the Company.

 On February 01, 2024, Mr. Anthony Denkinger entered into an employment
agreement with the Company's wholly-owned subsidiary, LOOT8, Inc. as the Chief Executive Officer. The contract is a 2-year agreement which
will terminate on January 31, 2026, but can continue on a month-to-month bases with a 30-day notification prior to the contract's end
date. Anthony Denkinger receives $12,500 per month of which $2,500 is deferred until the Company's wholly-owned subsidiary and/or the
parent Company, Gold Rock Holdings, Inc. has the financial health to support full payment on accrued wages. On February 6, 2025, Anthony
Denkinger was appointed the Chief Operations Officer (COO) of Gold Rock Holdings, Inc., and at this time there in no compensation agreement
with the parent Company.

 Stock Options

 The Company had no stock options outstanding at December 31, 2024.

 - 9 -

 Board of Directors Compensation

 Mr. Ferguson, President/Chairman was paid $95,000 in the form of new common
stock awards for his services as an Office/Director of the Company for the year ended December 31, 2023. On January 1, 2024, Mr. Ferguson
cancelled his Director compensation

 agreement*

 Mr. Kaiser, CFO/Secretary/Director was paid $75,000 in the form of new
common stock awards for his services as an Officer/Director of the Company for the year ended December 31, 2023.* During the period ending
2024, Mr. Kaiser had received monetary compensation for accrued wages equaling $26,350.

 Mr. Daley CEO/Director, has no compensation agreement in place as his role
as an Officer/Director of the Company.

 * The common shares issued in lieu of cash compensation are thinly traded
and they are restricted from sale under Rule 144. It is very likely that the actual cash value of any issued shares is greatly less than
the imputed accounting value reflected above.

 ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.

 The following table sets forth certain information regarding the beneficial
ownership of our common stock as of December 31, 2024, by (i) each person who is known by us to own beneficially more than 5% of our outstanding
common stock; (ii) each of our officers and directors; and (iii) all of our directors and officers as a group.

 Name and Address of

Beneficial Owner

 Amount of Common

Stock Beneficially

Owned

 Percentage Ownership of

Common stock (1)

 Marcus Daley(2)

 2020 General Booth Blvd.

 165,032,519

 69.30%

 Richard Kaiser(3)

 2020 General Booth Blvd.

 5,997,043

 2.52%

 Merle Ferguson

 2020 General Booth Blvd

 -0-

 -0-

 Anthony Denkinger(4)

 2020 General Booth Blvd

 6,919,231

 2.905%

 All Officers and Directors as a Group (4 persons)

 202,706,486

 74.725%

 (1)
 Applicable percentage ownership is based on 238,136,969 shares outstanding as of March 10, 2025. There are no options, warrants, rights,
conversion privilege or similar right to acquire the common stock of the Company outstanding as of the date of this filing

 (2)
 Marcus Daley became the controlling shareholder and Office/Director in October 2023.

 (3)
 Mr. Kaiser owns directly 5,99,5834 shares of common stock and he owns 1,209 shares beneficially through his Company, Yes International.
Mr. Kaiser became a officer/director in August 2022.

 (4)
 Anthony Denkinger on February 1, 2024 became the Chief Executive Officer of LOOT8, Inc. the Company's wholly-owned subsidiary, and
on February 6, 2025 he became the Chief Operations Officer for Gold Rock Holdings, Inc.

 All Officer/Director beneficial ownership reports are current and filed
with US SEC EDGAR system.

 RECENT SALES OF UNREGISTERED SECURITIES.

 2023 Unregistered Securities

 During the year ended December 31, 2023, the Company issued 40,952,381
shares to pay $172,000 of board of directors and consulting services that was included in the statement of operations at December 31,
2023. The shares value was based on the market price of the Company's common stock of on the measurement dates.

 During the year ended December 31, 2023, the Company issued 6,904,761 shares
to pay $29,000 to a director who pays all the operating expenses of the Company. The shares value was based on the market price of the
Company's common stock of on the measurement dates. During the year ended December 31, 2023, the Company issued 95,714,286 shares
to pay $402,000 for accounts payable and accrued expenses that were on the balance sheet at December 31, 2022. The shares value was based
on the market price of the Company's common stock of on the measurement dates.

 - 10 -

 2024 Unregistered Securities

 On January 2, 2024, the Company signed a stock subscription agreement with
an accredited investor in the amount of $50,000 for 833,333 shares of restricted common stock. On April 4, 2024, the Company issued restricted
144-shares at $0.06 per share.

 On January 31, 2024, the Company signed a stock subscription agreement
with an accredited investor in the amount of $50,000 for 833,333 shares of restricted common stock. On April 4, 2024, the Company issued
restricted 144-shares at $0.06 per share.

 On February 7, 2024, the Company signed a stock subscription agreement
with an accredited business entity in the amount of $200,000 for 3,333,333 shares of restricted common stock. On April 4, 2024, the Company
issued restricted 144-shares at $0.06 per share.

 On February 20, 2024, the Company signed a stock subscription agreement
with an accredited business entity in the amount of $50,000 for 833,333 shares of restricted common stock. On April 4, 2024, the Company
issued restricted 144-shares at $0.06 per share.

 On June, 2024, the Company signed a stock subscription agreement with an
accredited investor in the amount of $75,000 for 1,250,000 shares of restricted common stock. On July 1 2024, the Company issued restricted
144-shares at $0.06 per share.

 In 2024, the above stock issuances of 7,083,332 restricted shares in aggregate
were not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of
the issuance. The proceeds are for the Company's working capital needs.

 All securities issuances described above are deemed "restricted securities"
within the meaning of that term as defined in Rule 144 of the Securities Act and have been issued pursuant to the "private placement"
exemption under Section 4(2) of the Securities Act. Such transactions did not involve a public offering of securities. All purchasers
in the private placement had access to information on the Company necessary to make an informed investment decision. The Company has been
informed that all purchasers were able to bear the economic risk on investment in the Company and the new shareholders are aware that
the securities were not registered under the Securities Act, and cannot be re-offered or re-sold unless they are registered or are qualified
for sale pursuant to an exemption from registration. The transfer agent and registrar of the Company will be instructed to mark "stop
transfer" on its ledger regarding these shares.

 As of the date of this filing the Company has outstanding 238,136,969 shares
of common stock, par value $0.001 per share.

 REPORTS TO SECURITY HOLDERS

 The public may read and copy any materials the Company files with the SEC
at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an internet site that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be
found at

 ITEM 13. Certain Relationships and Related Transactions and Director
Independence.

 On October 1, 2023 Merle Ferguson sold his controlling share position,
199,709,443 shares of Gold Rock Holdings, Inc., common stock, par value $0.001. This was private transaction between Merle Ferguson and
Marcus Daley. As part of this transaction, all accrued Board of Directors fees were eliminated, effective at closing, and there was a
change in control of the Company.

 On October 3, 2023, after the change in shareholder control, Mr. Marcus
Daley became the Company's CEO/Director. He has paid $11,219 in 2023 for professional services and other Company expenses.

 Mr. Merle Ferguson, Chairman and President of the Company paid $29,000
in 2023 and he paid $37,965 in 20221 for Company expenses. On December 31, 2022, the Board of Directors provided a new five-year contract
to Mr. Ferguson starting January 1, 2023 until December 31, 2028 with annual pay at $95,000 (See Exhibit 10.3). Further, on December 31,
2022, the Board of Directors agreed to pay Mr. Ferguson $350,000 in Rule 144 restricted shares for repayments from 1998 to present for
working capital and other service expenses paid on behalf of the Company. On January 1, 2024, Mr. Ferguson cancelled his compensation
agreement with the Company. As of this date of the filing there is no new compensation agreement between the Company and Mr. Ferguson.

 On August 26, 2022, Mr. Richard Kaiser was appointed by The Company's Board
of Directors as the CFO, Secretary and Director. On December 31, 2022, the Board of Directors approved a three-year employment contract
from January 01, 2023 until December 31, 2026. Mr. Kaiser is to receive $75,000 per year during the term of the contract (See Exhibit
10.4).

 Mr. Richard Kaiser, CFO, Secretary and Director is the owner of YES International
which has a consulting agreement with Gold Rock Holdings, Inc. (See Exhibit 10.2). YES International is to receive $1000 per month for
its services. The Consulting expense for each of the years ended December 31, 2024 and 2023 was $12,000, respectively. Outside of the
consulting agreement, the Company paid YES International for each of the years ended December 31, 2024 and 2023 for press release wire
services and Edgar filing fees a total in the amount of $5,265 and $375 respectively.

 Except as otherwise indicated above, there have been no other related party
transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

 ITEM 14. Principal Accounting Fees and Services.

 Audit Related Fees

 The aggregate fees billed by BF Borgers CPA PC for audit and review services
for financial statements for the year ended December 31, 2024 was $27,500 and for the year ended December 31, 2023 was $38,500.

 The aggregate fees billed by Michael Gillespie & Associates, CPAs, PLLC
for audit and review services for financial statements for the year ended December 31, 2024 was $31,000 (On May 7, 2024, the Company's
changed its PCAOB auditing firm to Michael Gillespie & Associates, CPAs,PLLC.)

 - 11 -

 Tax Fees

 There were no aggregate fees billed by BF Borgers CPA PC for professional
services rendered for tax services for the fiscal years ended December 31, 2023.

 There were no aggregate fees billed by Michael Gillespie & Associates,
CPAs, PLLC. for professional services rendered for tax services for the fiscal years ended December 31, 2024.

 All Other Fees

 There were no other fees billed by BF Borgers CPA PC for professional service
rendered for the fiscal years ended December 31, 2023, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax
Fees.

 There were no other fees billed by Michael Gillespie & Associates,
CPAs, PLLC. for professional service rendered for the fiscal years ended December 31, 2024, other than as stated under the captions Audit
Fees, Audit-Related Fees, and Tax Fees.

 ITEM 15. Financial Statements and Exhibits.

 Index to Financial Statements F-1- F-9

 (b) Index to Exhibits.

 Exhibit No.

 Description of Exhibit

 3.1

 Certificate of Incorporation*

 3.2

 Bylaws*

 10.1

 Employment Agreement – Merle Ferguson (Old Contract)*

 10.2

 Consulting Agreement– Richard Kaiser (Yes International)*

 10.3

 Employment Agreement – Merle Ferguson (New Contract)*

 10.4

 Employment Agreement – Richard Kaiser*

 10.5

 Employment Agreement - Anthony Denkinger+

 31.1

 Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002+

 31.2

 Certification Chief Fianancial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002+

 32.1

 Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002+

 32.2

 Certification Chief Fianancial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002+

 * Previously filed

 + Filed herewith

 - 12 -

 SIGNATURES

 In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Date: March 25, 2025

 By

 /s/ Marcus Daley

 Marcus Daley, Chief Executive Officer and Director

 By

 /s/Richard Kaiser

 Richard Kaiser, Chief Financial Officer, Secretary, and Director

 Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this amended report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.

 Signature

 Title

 Date

 /s/ Marcus Daley

 Chief Executive Officer and Director

 March 25, 2025

 Marcus Daley

 /s/ Richard Kaiser

 Chief Financial Officer, Secretary and Director

 March 25, 2025

 Richard Kaiser

 - 13 -

 FINANCIAL INFORMATION

 FINANCIAL REPORTS

 AT

 DECEMBER 31, 2024

 INDEX TO FINANCIAL STATEMENTS

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 Balance Sheets at December 31, 2024 and 2023 - Audited

 Statements of Operations for the Years Ended December 31, 2024 and 2023 - Audited

 Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 - Audited

 Statements of Changes in Equity for the Years Ended December 31, 2024 and 2023- Audited

 Notes to Consolidated Financial Statements

 F-7-9

 F- 1

 MICHAEL GILLESPIE
& ASSOCIATES, PLLC

 CERTIFIED PUBLIC
ACCOUNTANTS

 Vancouver, WA 98666

 206.353.5736

 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID #6108)

 To the Shareholders, Board of Directors
& Shareholders

 Opinion on the Financial Statements

 We have audited the accompanying restated
balance sheets of Gold Rock Holdings, Inc. as of December 31, 2024 and 2023 and the related statements of operations, changes in stockholders'
deficit, cash flows, and the related notes (collectively referred to as "financial statements") for the years then ended.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2024 and 2023 and the results of its operations and its cash flows for the years December 31, 2024 and 2023 in conformity with
accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. As discussed in Note #4 to the financial statements, although the
Company has limited operations and it has yet to attain profitability. This raises substantial doubt about its ability to continue as
a going concern. Management's plan in regard to these matters is also described in Note #4. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an
understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of
the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /S/ MICHAEL GILLESPIE & ASSOCIATES,
PLLC

 We have served as the Company's auditor
since 2024.

 PCAOB ID: 6108

 Vancouver, Washington

 March 20, 2025

 F- 2

 CONSOLIDATED BALANCE SHEETS

 December 31,

 2024

 2023

 ASSETS

 Current Assets

 Cash

 $
 209,614

 $

 Accounts Receivable

 44,000

 -

 Total Current Assets

 253,614

 Total Assets

 $
 253,614

 $

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current Liabilities

 Accounts Payable and Accrued Expenses

 $
 1,400

 $
 9,900

 Accrued Board of Director / Officer Compensation

 77,000

 -

 Total Current Liabilities

 78,400

 9,900

 Total Liabilities

 78,400

 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

 ( 1,106,731
)

 ( 866,037
)

 Total Stockholders' Equity (Deficit)

 175,214

 ( 9,792
)

 Total Liabilities and Stockholders' Equity (Deficit)

 $
 253,614

 $

 The accompanying notes are an integral part of these
consolidated financial statements.

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS

 Years Ended December 31,

 2024

 2023

 Sales

 $
 138,500

 $
 -

 Cost of Sales

 -

 -

 Gross Profit

 138,500

 -

 Operating Expenses

 Advertising

 30,857

 -

 Board of Directors / Officer Compensation

 212,500

 170,000

 Consulting

 27,000

 12,000

 General and Administrative

 108,837

 50,311

 Total Expenses

 379,194

 232,311

 $
 ( 240,694
)

 $
 ( 232,311
)

 Weighted Average Number of Common Shares - Basic and Diluted

 237,292,251

 97,255,847

 Net Loss Per Common Shares -Basic and Diluted

 $
 ( 0.00
)

 $
 ( 0.00
)

 The accompanying notes are an integral part of these
consolidated financial statements.

 F- 4

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 Years Ended December 31,

 2024

 2023

 Cash Flows from Operating Activities

 $
 ( 240,694
)

 $
 ( 232,311
)

 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

 ( 44,000
)

 -

 Accounts Payable and Accrued Expenses

 ( 8,500
)

 8,725

 Accrued Board of Directors / Officer Compensation

 77,000

 -

 Net Cash Flows Used In Operating Activities

 ( 216,194
)

 ( 22,586
)

 Cash Flows from Investing Activities

 -

 -

 Cash Flows from Financing Activities

 Cash Proceeds Received from Sale of Common Stock

 425,000

 -

 Capital Contributions from Directors

 21,410

 Net Cash Flows Provided by Financing Activities

 425,700

 21,410

 Net Change in Cash

 209,506

 ( 1,176
)

 Cash - Beginning of Year

 1,284

 Cash - End of Year

 $
 209,614

 $

 Cash Paid During the Year for:

 Interest

 $
 -

 $
 -

 Income Taxes

 $
 -

 $
 -

 The accompanying notes are an integral part of these
consolidated financial statements.

 F- 5

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIT)

 Common Stock

 Additional

 Total

 $0.001 Par

 Paid-In

 Accumulated

 Stockholders'

 For The Year Ended December 31, 2023

 Shares

 Amount

 Capital

 Deficit

 Equity (Deficit)

 Balance - January 1, 2023

 87,482,208

 $
 87,482

 $
 144,353

 $
 ( 633,726
)

 $
 ( 401,891
)

 Common Stock Issued for Accounts Payable and Accrued Expenses

 95,714,286

 95,714

 306,286

 -

 402,000

 Common Stock Issued to Prepay Director for Payment of Operating Expenses

 6,904,761

 6,905

 22,095

 -

 29,000

 Common Stock Issued for Board of Director & Consulting Services

 40,952,381

 40,952

 131,048

 -

 172,000

 Capital Contributions - Directors

 -

 -

 21,410

 -

 21,410

 -

 -

 -

 ( 232,311
)

 ( 232,311
)

 Balance - December 31, 2023

 231,053,636

 $
 231,053

 $
 625,192

 $
 ( 866,037
)

 $
 ( 9,792
)

 Common Stock

 Additional

 Total

 $0.001 Par

 Paid-In

 Accumulated

 Stockholders'

 For The Year Ended December 31, 2024

 Shares

 Amount

 Capital

 Deficit

 Equity (Deficit)

 Balance - January 1, 2024

 231,053,636

 $
 231,053

 $
 625,192

 $
 ( 866,037
)

 $
 ( 9,792
)

 Common Stock Sold

 5,833,333

 5,833

 344,167

 -

 350,000

 Capital Contributions - Directors

 -

 -

 -

 Common Stock Sold

 1,250,000

 1,250

 73,750

 -

 75,000

 -

 -

 -

 ( 240,694
)

 ( 240,694
)

 Balance - December 31, 2024

 238,136,969

 $
 238,136

 $
 1,043,809

 $
 ( 1,106,731
)

 $
 175,214

 The accompanying notes are an integral part of these
consolidated financial statements.

 F- 6

 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

 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 LOOT8, 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. In June 2024, the Company began AI development work utilizing unique
artificial inelegance language model persona, creating AI agent applications uniquely suited for a variety of industrial, commercial and
enterprise applications. The AI coding and language modeling is handled through the Company's K-Project division which currently
has (1) one customer.

 NOTE 2 – Summary of Significant Accounting Policies

 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 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.

 Accounts Receivable

 The Company considers accounts receivable to be fully collectible. Accordingly,
no allowance for doubtful accounts is required. If amounts become uncollectible, they will be charged to operations when that determination
is made.

 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, which requires all share-based payments,
including grants of stock options, to be recognized in the financial statements based on their fair values. The fair value of the
equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which
services are rendered.

 F- 7

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE 2 – Summary of Significant Accounting Policies - Continued

 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. These
included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements,
and gathering of information provided for disclosures.

 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.

 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.

 NOTE 4 - Going Concern

 The Company's 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 $ 1,106,731 at December 31, 2024, which, among other factors, raises substantial
doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent
on the Company's ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations when they are due. While the Company is attempting to continue operations
and generate revenues, the Company's cash position may not be significant enough to support the Company's daily operations.
 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. While
the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be
no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability
to further implement its business plan and generate revenues.

 NOTE 5 - Related Party Transactions

 During the year ended December 31, 2024, a director of the Company paid
one invoice of the Company in the amount of $ 700. This amount will not be reimbursed to the director and is included in additional paid
in capital at December 31, 2024. During the year ended December 31, 2023 three (3) of the board of directors paid all expenses of
the Company in the amount of $ 50,410. The Company advanced to the director who pays the operating expenses 6,904,761 shares of common
stock valued $ 29,000 based upon the closing price of $ 0.0042 at date of issuance to reimburse and prepay the director of his out of pocket
costs paid on behalf of the Company. The amount paid during the years ended December 31, 2023 that was not to be reimbursed was $ 21,410
and was included in additional paid in capital.

 The Company has a consulting agreement with a majority shareholder/board
of director. The agreement is for $ 1,000 monthly. Consulting expense for each of the years ended December 31, 2024 and 2023 was $ 12,000,
respectively.

 The Company entered into a compensation agreement beginning January 1,
2023 and ending on December 31, 2028 in the amount of $ 95,000 annually, payable in common stock with its Board Chairman. This contract
was terminated in October 2023 and a new contract has yet to be agreed upon. An additional contract was approved for the Company's
Chief Financial Officer and Secretary for a three (3) year term effective January 1, 2023, in the amount of $ 75,000 annually to be paid
in shares and/or cash.. LOOT8 has an agreement to pay their officer $12,500 a month which includes $2,500 of deferred compensation. $ 27,500
of deferred compensation is included in accrued board of director/officer compensation at December 31, 2024. Board of directors'/officer
compensation for the years ended December 31, 2024 and 2023, was $ 212,500 and $ 170,000, respectively.

 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. Yes International provides all services at no cost except
for press release wire services and filing fees. For each of the years ended December 31, 2024 and 2023 the Company paid press release
wire services and filing fees a total in the amount of $ 5,265 and $ 375 respectively. The Company also currently operates out of the Yes
International Inc., offices at no cost.

 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 for the years ended December 31, 2024 and 2023 was $ 137,500 and $- 0 -, respectively.

 F- 8

 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

 NOTE 6 - Stock

 Preferred Stock

 Preferred stock consists of 50,000,000 shares authorized at $ 0.001 par
value. Preferred stock are blank check and have no conversion, dividend or voting rights. On January 11, 2024, the Company designated
 20,000,000 to be classified as Series A preferred. Series A have voting rights equal to 25 common stock votes, have the same rights
to liquidation as common and have no dividend or conversion rights. At December 31, 2024 and 2023 there were - 0 - preferred shares issued
and outstanding.

 Common Stock

 Common stock consists of 850,000,000 shares authorized at $ 0.001 par value.
 At December 31, 2024 and 2023 there were 238,136,969 and 231,053,636 shares issued and outstanding, respectively.

 During the year ended December 31, 2023, the Company issued 40,952,381
shares to pay $ 172,000 of board of directors and consulting services that was included in the statement of operations at December 31,
2022. The shares value was based on the market price of the Company's common stock of on the measurement dates. During the year
ended December 31, 2023, the Company issued 6,904,761 shares to pay $ 29,000 to a director who pays all the operating expenses of the Company.
The shares value was based on the market price of the Company's common stock of on the measurement dates.

 During the year ended December 31, 2023, the Company issued 95,714,286
shares to pay $ 402,000 for accounts payable and accrued expenses that were on the balance sheet at December 31, 2022. The
shares value was based on the market price of the Company's common stock of on the measurement dates.

 During the year ended December 31, 2024, the Company sold 7,083,333 shares
and received $ 425,000.

 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. As of July 18, 2024, the Company and the consultant have
agreed to terminate the consulting agreement. For the year ended December 31, 2024 a refund of $ 20,833 is included in general and
administrative expenses. For the year ended December 31, 2024, $ 20,816 is included in general and administrative expenses. The Company,
however, has directly communicating with the University of Houston to determine if a direct sponsorship agreement can be obtainable. An
agreement is yet to be set in place.

 NOTE 8 – Concentrations

 For the year ended December 31, 2024 the Company's sales were with
one (1) customer and amounted to $ 138,500.

 NOTE 9- Subsequent Event

 In accordance with ASC 855-10, the Company has analyzed its operations
subsequent to December 31, 2024 to the date of March 25, 2025 and has determined that it does not have any material subsequent events
to disclose in these financial statements.

 F- 9