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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, 2023

 [ ] 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

 Virginia Beach, VA 23454

 (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 25,572,691 shares of common equity
held by non-affiliates computed by reference to the average bid and ask price of $0.0037 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, 2023) was approximately $94,619.

 State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: At March 8, 2024 the registrant had outstanding 231,053,636 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, acquisition 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. Loot 8, 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 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 differentiated experiences.

 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.

 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 memorabilia
and fan engagement. Key initiatives include a partnership with Perpetual Sports for athletes' 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 revenue stream we anticipate will target
the youth market. Loot8 has partnered with KIPP Charter Schools to introduce customizable AI avatars and companions. 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 stream anticipated will make use of an enterprise model that will leverage Marcus Daley, GRHI's
CEO, background with NeuralMetrics and towards Software as a Service (SaaS) licensing and advertising-driven models. The Company plans
to focus on Annual Contract Value (ACV) and Annual Recurring Revenue (ARR) from corporate clients. This will allow the Company to address
enterprise needs in digital product passport regulations in Europe and similar use-cases globally.

 This acquisition is part of GRHI's management's plan to change
its business model to more fully develop and utilize the Loot8 platform, focusing on AI and blockchain innovation in digital assets, the
SocialFi revolution, and expanding into direct-to-business relationships.

 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 Signature Stock Transfer, Inc. whose address
is 14673 Midway Road, Suite 220, 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 website,
 www.goldrockholdings.com, shall not constitute part of this report.

 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.

 Item1B. Unresolved Staff Comments.

 None.

 - 2 -

 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 2023 and 2022. The quotations do not reflect adjustments for
retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.

 High

 Low

 2022 Quarter Ended:

 March 31, 2022

 $
 0.025

 $
 0.025

 June 30, 2022

 $
 0.038

 $
 0.038

 September 30, 2022

 $
 0.014

 $
 0.014

 December 31, 2022

 $
 0.0068

 $
 0.0068

 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

 As of December 31, 2023, we were authorized to issue 850,000,000 shares,
$0.001 par value, of our common stock, of which 231,053,636 shares were outstanding. Our shares of common stock are held by approximately
157 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.

 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.

 - 3 -

 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, 2023, we had total assets of $108 and total liabilities
of $9,900. 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, 2023, Gold Rock Holdings, Inc. had an accumulated
deficit of $866,037, which included a net loss of $232,311. Also, during the year ended December 31 2023, we used net cash of $22,586
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; Subsequent Events). 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 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, 2023 Compared to Year Ended December
31, 2022.

 Revenues for the Company's year ended December 31, 2023 and December
31, 2022 totaled $-0- from no sales.

 Cost of Goods Sold for the year ended December 31, 2023 and December
31, 2023 totaled $-0-; no sales

 Gross margins for year ended December 2023 and 2022 was $-0- due to
the Company having no sales.

 Gross profit for the year ended December 31, 2023 and 2022 was $-0-
due to -0- sales.

 General and Administrative expenses for the year ended December 31,
2023 totaled $50,311 compared to $41,682 for December 31, 2022, primarily due to increases in professional service fees.

 Total Operating expenses for the year ended December 31, 2023 totaled
$232,311 compared to $434,182 for December 31, 2022. Board of Director fees were $170,000for the year ended December 31, 2023 and $30,000
for the year ended December 31, 2022, the increase for the year ended December 31, 2023 was from new Board of Directors' compensation
agreement. Consulting Fees for the year ended December 31, 2023 were $12,000 compared to $362,500 in December 31, 2022. The decrease
was due to less accrued consulting expenses.

 Net loss for the years ended December 31, 2023 and 2022 were $232,311
and $434,182, respectively. The decrease in loss was due to decrease in consulting fees.

 Liquidity and Capital Resources:

 As of December 31, 2023, our assets totaled $108 in Cash. The Company's
total liabilities were $9,900 which consisted of accounts payable and accrued expenses. As of December 31, 2023, the Company had an accumulated
deficit of $866,037 and working capital deficit of $9,792.

 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, 2023, and 2022.

 Cash from Financing Activities

 Net cash provided by financing activities was $21,410 for year ended
December 31, 2023, and was $39,876 for year ended December 31, 2022.

 - 4 -

 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, 2023, 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.

 - 6 -

 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.

 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, 2023. 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, 2023 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

 Subsequent Events

 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.

 - 7 -

 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 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.

 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

 (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).

 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.

 - 8 -

 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.

 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)

 2022

 2023

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 Merle Ferguson

 President & Chairman

 2022

 2023

 $-0-

 $95,000

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $410,000 (3)

 Richard Kaiser

 CFO, Secretary & Director

 2022

 2023

 $-0-

 $75,000

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $-0-

 $23,000 (4)

 (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. 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.

 (4)

 Mr. Kaiser became an Officer/Director in August 2022; no contract was established at that time for compensation. No officer/director compensation was earned in 2022. 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.

 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 agreement which is still active
is with his 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.

 - 9 -

 Stock Options

 The Company had no stock options outstanding at December 31, 2023.

 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.*

 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, 2023, 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)

 Marcu Daley(2)

 2020 General Booth Blvd.

 Virginia Beach, VA 23454

 199,709,443

 86.43%

 Richard Kaiser(3)

 2020 General Booth Blvd.

 Virginia Beach, VA 23454

 2,997,043

 1.3%

 Merle Ferguson

 1750 Barbara Lane

 Encinitas, CA 92024

 -0-

 -0-

 All Officers and Directors as a Group (3 persons)

 202,706,486

 87.73%

 (1)

 Applicable percentage ownership is based on 231,053,636 shares outstanding as of March 01, 2024. 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 2,99,5834 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.

 - 10 -

 RECENT SALES OF UNREGISTERED SECURITIES.

 2022 Unregistered Securities

 In December 2022, the Company issued 100,000 shares to pay $1,000 to
Carolyn Merrill, CPA for professional accounting services. The shares value was based on the market price of the Company's
common stock of $0.01on the measurement date.

 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.

 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.

 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. YES International is to receive $1000 per month for its services.
As of December 31, 2023 the Company owes YES International $9,000. (See Exhibit 10.2). The Company paid YES International $375 for Edgar
filing services in 2023.

 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.

 - 11 -

 ITEM 14. Principal Accounting Fees and Services.

 Audit Related Fees

 The aggregate fees billed by BF Borges CPA PC for audit and review
services for financial statements for the year ended December 31, 2023 was $38,500 and for the year ended December 31, 2022 was $32,700.

 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 and 2022.

 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 and 2022, 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*

 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 22, 2024

 By

 /s/ Marcus Daley

 Merle Ferguson, Chief Executive Officer and Director

 By

 /s/Richard Kaiser

 Richar 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 22, 2024

 Marcus Daley

 /s/ Richard Kaiser

 Chief Financial Officer, Secretary and Director

 March 22, 2024

 Richard Kaiser

 - 13 -

 FINANCIAL INFORMATION

 FINANCIAL REPORTS

 AT

 DECEMBER 31, 2023

 INDEX TO FINANCIAL STATEMENTS

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 Balance Sheets at December 31, 2023 and 2022 - Audited

 Statements of Operations for the Years Ended December 31, 2023 and 2022 - Audited

 Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 - Audited

 Statements of Changes in Equity for the Years Ended December 31, 2023 and 2022- Audited

 Notes to Consolidated Financial Statements

 F-7-9

 F- 1

 Report of Independent Registered Public Accounting
Firm (PCAOB ID 5041)

 To the shareholders and the board of directors of Gold Rock Holdings,
Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of Gold Rock Holdings,
Inc. as of December 31, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the years
then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its
operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 Substantial Doubt about the Company's Ability to Continue
as a Going Concern

 The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has suffered recurring losses
from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations.
These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these
matters are 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 audit 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 audits 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 audit 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.

 Critical Audit Matter

 Critical audit matters are matters arising from the current-period
audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments.

 We determined that there are no critical audit matters.

 /S/ BF Borgers CPA PC (PCAOB ID 5041)

 We have served as the Company's auditor since 2021

 Lakewood, CO

 March 22, 2024

 F- 2

 Gold Rock Holdings, Inc.

 BALANCE SHEETS

 December 31,

 2023

 2022

 ASSETS

 Current Assets

 Cash

 $

 $
 1,284

 Total Current Assets

 1,284

 Total Assets

 $

 $
 1,284

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities

 Accounts Payable and Accrued Expenses

 $
 9,900

 $
 372,175

 Accrued Board of Director Compensation

 -

 31,000

 Total Current Liabilities

 9,900

 403,175

 Total Liabilities

 9,900

 403,175

 Stockholders' Deficit

 Common Stock - $ 0.001 Par; 850,000,000 Shares Authorized, 231,053,636 and 87,482,208 Issued and Outstanding, Respectively

 231,053

 87,482

 Additional Paid-In-Capital

 625,192

 144,353

 Accumulated Deficit

 ( 866,037
)

 ( 633,726
)

 Total Stockholders' Deficit

 ( 9,792
)

 ( 401,891
)

 Total Liabilities and Stockholders' Deficit

 $

 $
 1,284

 The accompanying notes are an integral part
of these financial statements

 F- 3

 Gold Rock Holdings, Inc.

 STATEMENTS OF CASH FLOWS

 Years Ended December 31,

 2023

 2022

 Cash Flows from Operating Activities

 $
 ( 232,311
)

 $
 ( 434,182
)

 Non-Cash Adjustments:

 Common Shares Issued for Professional Services

 -

 1,000

 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 Payable and Accrued Expenses

 8,725

 362,890

 Accrued Board of Directors Compensation

 -

 30,000

 Net Cash Flows Used In Operating Activities

 ( 22,586
)

 ( 40,292
)

 Cash Flows from Investing Activities

 -

 -

 Cash Flows from Financing Activities

 Capital Contributions from Directors

 21,410

 39,876

 Net Cash Flows Provided by Financing Activities

 21,410

 39,876

 Net Change in Cash

 ( 1,176
)

 ( 416
)

 Cash - Beginning of Year

 1,284

 1,700

 Cash - End of Year

 $

 $
 1,284

 Cash Paid During the Year for:

 Interest

 $
 -

 $
 -

 Income Taxes

 $
 -

 $
 -

 The accompanying notes are an integral part
of these financial statements

 F- 4

 Gold Rock Holdings, Inc.

 STATEMENTS OF OPERATIONS

 Years Ended December 31,

 2023

 2022

 Sales

 $
 -

 $
 -

 Cost of Sales

 -

 -

 Gross Profit

 -

 -

 Operating Expenses

 Board of Director Compensation

 170,000

 30,000

 Consulting

 12,000

 362,500

 General and Administrative

 50,311

 41,682

 Total Expenses

 232,311

 434,182

 $
 ( 232,311
)

 $
 ( 434,182
)

 Weighted Average Number of Common Shares -Basic and Diluted

 197,225,847

 87,461,386

 Net Loss Per Common Shares - Basic and Diluted

 $
 ( 0.00
)

 $
 ( 0.00
)

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

 F- 5

 Gold Rock Holdings, Inc.

 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 Common Stock

 Additional

 Total

 $0.001 Par

 Paid-In

 Accumulated

 Stockholders'

 For The Year Ended December 31, 2022

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance - January 1, 2022

 87,382,208

 $
 87,382

 $
 103,577

 $
 ( 199,544
)

 $
 ( 8,585
)

 Capital Contributions - Director

 -

 -

 39,876

 -

 39,876

 Common Stock Issued for Professional Services

 100,000

 -

 1,000

 -

 -

 -

 ( 434,182
)

 ( 434,182
)

 Balance - December 31, 2022

 87,482,208

 $
 87,482

 $
 144,353

 $
 ( 633,726
)

 $
 ( 401,891
)

 Common Stock

 Additional

 Total

 $0.001 Par

 Paid-In

 Accumulated

 Stockholders'

 For The Year Ended December 31, 2023

 Shares

 Amount

 Capital

 Deficit

 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
)

 The accompanying notes are an integral part
of these 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. These services assist underground construction companies in laying high-speed
fiber-optics and underground cable in areas of the U.S. 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.

 NOTE 2 – Summary of Significant Accounting Policies

 Principles of Consolidation

 The 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 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.

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 NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

 NOTE 2 – Summary of Significant Accounting Policies - continued

 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.

 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 $ 866,037 and negative working capital of $ 9,792 at December 31, 2023, 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. During the year ended December 31, 2023, due to lack of revenues the officers of the Company paid
for all expenses through additional paid in capital to the Company. This allowed the Company to continue as a going concern.

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 NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

 NOTE 5 – Related Party Transactions

 During the years ended December 31, 2023 and 2022, the three (3) board
of directors paid all expenses of the Company in the amount of $ 50,410 and $ 39,876,respectively. 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 and 2022 that was not to be reimbursed was $ 21,410 and $ 39,876 and 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, 2023 and 2022 was
$ 12,000 and is included in accounts payable in the amount of $ 9,000 and $ 21,000 at December 31, 2023 and December 31, 2022, respectively.

 The Company had a 5 year compensation agreement with its Board Chairman
beginning January 1, 2022 and ending on December 31, 2026. Compensation was an annual fee of $ 30,000, due in the following month of January.
Board of director compensation for the year ended December 31, 2022, was $30,000 and is included in accrued board of director compensation
in the amount of $ 31,000 at December 31, 2022. On December 31, 2022, this contract was terminated. A new compensation agreement was signed
beginning January 1, 2023 and ending on December 31, 2028 in the amount of $ 95,000 annually, payable in common stock. 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. Board of directors' compensation for the year ended December 31, 2023, was $ 170,000
and was paid in common stock on March 23, 2023. (See Note 6).

 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. At December 31, 2023 and December 31, 2022
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, 2023 and December 31, 2022 there were 231,053,636 and 87,482,208 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,
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.

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 NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

 NOTE 6 – Stock – continued

 Common Stock – continued

 During the year ended December 31, 2022, the Company issued 100,000
shares to pay $ 1,000 of professional 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.

 NOTE 7 - Subsequent Events

 On January 1, 2023, 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, 2022. 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 while the shares have yet to be issued.

 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 $ 50,000
has been received while the shares have yet to be 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 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.

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