10-12G

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

GOLD ROCK HOLDINGS, INC.

(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

Registrant's fax number: (757) 306-6092

______________________________________

Copies to:

Richard W. Jones, Esq.

Jones & Haley, P.C.

750 Hammond Drive, Suite 100, Building 12

Atlanta, Georgia 30328-6273

(770) 804-0500

www.corplaw.net

Securities to be registered under Section 12(b) of the Act:  None

Securities to be registered under Section 12(g) of the Act:

Common Stock, $0.001

Title of Class

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.  (Check One)

Large accelerated filer [  ] Non-accelerated filer [  ] Emerging growth company [  ] Accelerated filer [  ] Smaller reporting company [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. [ ]

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TABLE OF CONTENTS

		Page
Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 2.	Financial Information	13
Item 3.	Properties	16
Item 4.	Security Ownership of Certain Beneficial Owners and Management	16
Item 5.	Directors and Executive Officers	17
Item 6.	Executive Compensation	17
Item 7.	Certain Relationships and Related Transactions and Director Independence	18
Item 8	Legal Proceedings	18
Item 9.	Market Price of Dividends on the Registrant's Common Equity and Related Stockholder Matters	18
Item 10.	Recent Sales of Unregistered Securities	18
Item 11.	Description of Registrant's Securities to be Registered	19
Item 12.	Indemnification of Directors and Officers	20
Item 13.	Financial Statements and Supplementary Data	21-37
Item 14.	Changes in and Disagreements with Accounting and Financial Disclosures	38
Item 15.	Financial Statements and Exhibits	38
	Signatures	38

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ITEM 1.  BUSINESS.

Gold Rock Holdings, Inc., a Nevada corporation, provides underground contracting and engineering services as they pertain to running broadband high-speed fiber-optic cables in both urban and rural areas throughout the USA.

Gold Rock Holdings, Inc. (Gold Rock) provides 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 fiber-optics and other underground cable in areas across the USA to assist in solving the broadband infrastructure gap.

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

Gold Rock intends to grow and further establish itself through marketing campaigns to achieve awareness of its construction and engineering services, as well as drive business growth by partnering with the high-tech service providers, internet service providers, cable service providers, satellite service providers, mobile phone providers, communication providers, and local municipalities. In addition, the Company is actively considering acquisitions that would be acceptable to its business.

Currently, Gold Rock markets itself through third-parties that have existing relationships with these providers in their existing demographic service areas. The third parties are construction companies, or other engineering outfits who propose bids on pending or ongoing high-tech and fiber-optic underground projects in areas that are either lacking or upgrading high-tech broadband infrastructures. Each engineering and consulting job on a case by case on a contractual..

At this time, the Company expects to receive 100% of its revenues from the sale of the Company's "UGnet"construction management, engineering services and fiber network designs, as it pertains to underground fiber-optic high-speed broadband and cable infrastructures. Gold Rock services are offered through the "UGnet" service line, which stands for "Underground Networks."

The Company proactively seeks to expand its Gold Rock "UGnet" services throughout the U.S., and will continue to approach municipalities, utilities, and cable, phone, mobile phone and internet providers with competitive quotes on underground development of high-speed fiber optic broadband connectivity. The Company will continue to try to advance its social media platform with direct online and targeted marketing with the objective of expanding its demographics.

In the USA, there are tens of thousands of municipalities offering and providing bids to high-tech providers, and subsequently giving contracts and permits to develop and upgrade high-tech infrastructure projects for their communities. Gold Rock targets these providers and with the objective to offering competitive bids based on total mileage of underground lines to fulfill objectives of both the municipalities and the provider(s).

The surge in social media, mobile data, and cloud computing, as well as the need for data centers has soared in recent years. This growth isn't expected to slow down anytime soon, as demand for high-speed infrastructure with last mile integrations of high-tech implements (high capacities in megahertz Wi-Fi bands) grows. Gold Rock believes its underground contracting and engineering services can be utilized in the ever-growing needs of high-tech connectivity.

Google, Verizon, AT&T, Cox Communications, ComCast, Qualcomm, T-Mobile, other telcos, and internet/cable providers are all planning to expand in their demographics by offering new and exciting technological advancements based on high-speed connectivity. Their competitiveness appears to be linked to their abilities to provide unique services which in some cases are proprietary to their corporations.

Gold Rock sees an ever-increasing presence of underground infrastructure that needs to meet the growing presence of high-tech advancement. As such, these companies have pledged billions of dollars to be the provider of choice with a high-speed infrastructure offering to their customers. Gold Rock with its UGnet" services believes it has positioned itself to grow its operations based on current demand for reliable network infrastructures.

Fiber-optic high-speed infrastructure projects are growing, whereas the cable projects consist of either repairs or conversion to fiber-optics.

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Even though Gold Rock can provide underground consulting in terms of replacing cable wire made of copper, "UGnet" offers fiber-optic cable as a better and more reliable - and in some cases cheaper - upgrade. Gold Rock believes in choosing fiber-optic cables in replacement of copper cables for the following reasons:

            - Fiber-optic transmission is faster

            - Fiber-optic transmission results in less attenuation

            - Fiber-optic cables are impervious to electromagnetic interference (EMI)

            - Fiber-optic cables use light as data stream which cannot catch on fire

            - Fiber-optic cables do not break as easily as copper cables

Gold Rock seeks to first assess the contractors bid proposal's needs based on both existing and future high-tech network requirements, then works with the contractor to find and implement the best solution at the best price. During the process, Gold Rock will ensure the highest quality of services and best practices with the objective to reduce cost and minimize construction zone delays during an installation project.

Gold Rock will evaluate the success of its marketing objectives and determine which marketing strategy provides the best opportunity to increase the sale of Gold Rock's "UGnet"services. As of now, the limited marketing concentrations on services are generated through direct sales or third-party referrals. As sale volumes increase, employment of sales associates will become more and more necessary.

Gold Rock, through its "UGnet" service line, tries to ensure a successful job by working with its underground construction clients to evaluate necessary preparation steps before the onset of an underground installation process, such as:

- Obtaining proper right-of-way permits

- Identifying existing underground utilities such as buried cables or pipes

- Investigating soil conditions in order to determine the installation depth and the plowing equipment needed

- Determining the type of fiber cable that should be used

- Designing site-plans, fiber network designs, and other drawings for successful installation deployments

The newly developed flexible tube cable has a special manufactured construction, and several clear benefits compared to the traditional optical fiber cable. Gold Rock utilizes flexible tube optical fiber cables in its quoted engineering plans. The higher packing density of fibers in flexible tube optical cables results in significantly smaller cables. Additionally, flexible cable construction has features which make installation significantly easier.

"UGnet" implores the "dig-once-rule," meaning that when management reviews an underground high-speed broadband project for bid, plastic conduit is laid at the same time so that additional companies can put in their fiber without reoccurrences of construction zones in the future.  

Underground cable installation can be buried directly underground or placed into a buried duct. The cables are plowed in or buried in a trench directly, and the installation process can be very quick. The most common cables used for direct burial are steel-armored, outdoor fiber cables. While underground duct installations can protect the cables from harsh environments, they can also provide opportunities for future expansion without the need to dig. This is the most common practice in many areas nowadays. Another benefit is that fiber cables without armor can also be used, which makes the installation process even easier.

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A decade ago, when companies were installing fiber practically everywhere to expand or offer competitive phone, CATV and Internet services, it was not uncommon to find city streets being dug up time after time as each new company negotiated rights-of-way individually with the local governments. Each time a company dug up the streets, snarling traffic, the pavement quality declined because repairs generally were not of sufficient quality or durability.

Smart municipal administrations quickly learned to require whoever was digging up the street to install extra conduit. Ownership of the conduit was transferred to the city and was partial payment for the access to install cables. The practice allowed the city to sell access to other companies or to install their own municipal fiber optic networks without digging up the streets again. Now cities are working with companies and contractors to develop new techniques for installation that are less disruptive.

A number of US Government agencies introduce plans and proposals to increase internet access throughout the USA. Gold Rock believes these plans enhance the need for its "UGnet" services for fiber-optic and last mile Wi-Fi projects throughout the USA.

US residences in rural communities don't have access to high-speed internet because of the high costs of installing fiber across the remote countryside. If, after that initial investment, a company is going to only get two or three customers using that infrastructure, as is often the case in rural areas, it doesn't make sense financially for these companies to build. Also, efforts from "Big Telecom" lobbyists to prevent communities from building their own internet, as either a public utility or a part of a local co-op, have sabotaged the few options these people have. As such, the Federal Communications Commission (FCC) has stated that rural municipalities are partnering with big Fortune 500 entities to find a middle ground to provide modernized high speed fiber-optic fiber to the home (FTTH) - and last mile Wi-Fi options in these rural areas ( http://www.fcc.gov/reports-research/reports/broadband-progress-reports/2016-broadband-progress-report).

Federal assets appear to be available for rural broadband deployment with due consideration for national security concerns. Gold Rock sees an increase in demand for such FTTH broadband high-speed projects in these areas.

"UGnet" also suggests the use of 5G fiber which could be shared for backhaul with rural carriers. 5G wireless increases broadband speeds by 10 to 100 times faster than 4G. That's according to a Deloitte study (https://www2.deloitte.com/us/en/pages/consulting/articles/communications-infrastructure-upgrade-deep-fiber-imperative.html) that found massive investment in fiber infrastructure which will be required for the United States to reach its full 5G potential. "5G relies heavily on fiber and will likely fall far short of its potential unless the United States significantly increases its deep fiber investments,"the study reads. As such, Gold Rock expects 5G underground and aerial fiber-optics demand to continue to grow.

The abundance of connected "Internet of Things" devices is expects to grow year over year for the foreseeable future. The number of autonomous vehicles, which generate lots of data, is projected to grow at a 37% annualized rate through 2025. Not to mention the artificial intelligence market is expected to grow from a roughly $4 billion market to $60 billion by 2025. In short, the growing need for secure and reliable networks isn't about to slow down; it should accelerate in the years ahead. Gold Rock believes it has positioned itself to provide services for the cable and fiber-optic needs of customers and municipalities in high-speed and last mile technology advancements.

Gold Rock believes many of the advantages of using fiber cables can lead to a greater ROI - "Return on Investment" for both private and public broadband projects. With education becoming increasingly more important in the global world, the competitiveness of a society starts with well-educated citizens. Broadband infrastructure projects as they relate to education, both in public and private schools, have seen direct results associated with the access to high-speed networks and Wi-Fi outlets. Gold Rock can provide consultation with municipal school boards and make necessary recommendations as they pertain to costs related to the benefits of quality of education.

When cities realize they can lease fiber networks to companies that wish to offer phone, CATV and Internet services, the installation of municipal fiber networks will just make sense. Local governments have also discovered several funding sources that offset the cost of installing their own networks. Federal funds are available for education to connect the schools, for homeland security to connect the public service departments and surveillance cameras and transportation (smart traffic light system). Also, approximately $7 billion in federal stimulus funds have been made available for installing broadband for underserved areas, many of which are in the inner cities and rural areas.

Gold Rock's objective is to make underground contractors be efficient and low-cost quality bidders. The "UGnet"service line develops plans for reliable communications networks that customers demand. Gold Rock designs plans on installing, upgrading and delivering fiber-optic and cable networks that range from hundreds of feet to hundreds of miles. "UGnet"looks at the best practices for its construction clients installing aerial and underground networks in urban and rural areas as well as in all types of terrain and soil conditions. Our third-party service providers have the ability to design, procure, integrate, and deploy fiber-optic solutions for aerial fiber-optic requirements or underground fiber cable needs. Gold Rock can provide all the engineering and construction management solutions, so there is no need to bring in multiple firms to fulfill the construction bid proposal on fiber-optic and cabling needs.

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Gold Rock employs a team of professional contractors that can assist on short notice to resolve pressing issues or begin on a new project for a construction client. Gold Rock's services provide support to telecommunication firms in the "Information Technology" industry with the fiber-optic needs of their clients. "UGnet" services support a prime contractor or subcontractor who offers competitive fiber-optic cabling services to its clients. Gold Rock believes its prices reflect the commitment to offer the highest quality service at affordable rates to meet its construction clients' technological and financial needs, thus winning bid proposals.

Many municipalities in conjunction with utilities, cable, internet providers, and others are increasingly burying overhead cables, in areas prone to severe weather and hurricane areas in particular. As climatologists believe stronger storms are likely in the future, federal, state and local governments are developing plans to minimize service disruptions. This objective opens another marketing and sales opportunity for Gold Rock's "UGnet" services in the removal of aerial utility poles, and replacing them with an underground system.

Additionally, Gold Rock holds the exclusive rights and patents to the Z-mix product-line. Z-mix utilizes a proprietary bonding agent when mixed with a composite of shred auto/ truck tires and can be used in the construction of stand-alone homes. The product has shown that it can be stronger than steel and lighter than wood. And, the Z-Mix home can withstand hurricane force winds, earthquakes, and be very fire retardant. This product remains an opportunity for the company in the future, whereas a self-sustained Z-Mix home can be completely built in a matter of hours compared to elongated process in building a conventional wood-framed home as well as how they're built for a fraction of the cost.

At this time, the Company's revenue is expected to be received from its management and engineering services as it pertains to underground infrastructure projects for Wi-Fi and broadband high-tech grid improvements. As revenues increase, the Company will look at the Z-mix product line and determined feasibilities when that time comes in the future.

The Company will soon offer its construction management, engineering, and consulting services available at www.goldrockholdings.us - currently under development.  

>The pandemic has highlighted the digital divide between urban and rural communities, with many remote areas having limited or no broadband access.  A Company objective is to present and share broadband perspectives and models with federal, state and local governments so they can achieve effective, efficient and reasonable priced broadband connectivity. Gold Rock Holdings, Inc. believes it has positioned itself to expand such access through its "GNet" services.

The Company has one full time employee, Mr. Merle Ferguson, its sole officer and director.

REPORTS TO SECURITY HOLDERS.

Following the effectiveness of this Registration Statement the Company will be a reporting company and will comply with the requirements of the Securities Exchange Act of 1934 (the "Act"), as amended, and will file all required reports with the SEC.

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 http://www.sec.gov.

ITEM 1A.  RISK FACTORS.

The following risks and uncertainties are important factors that could cause actual results or events to differ materially from those indicated by forward-looking statements. The factors described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations and results.  If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. As a result, the market price of shares of our Common Stock could decline significantly.

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There may exist conflicts of interest on the part of our officers and directors.

Our directors and officers are or may become, in their individual capacities, officers, directors, controlling shareholders and/or partners of other entities engaged in a variety of businesses. Our officers and directors are engaged in business activities outside of the Company. There exists potential conflicts of interest including, among other things, time, effort and business combinations with other such entities.

We have no operating profits to date. There are many impediments to us turning our business into a profitable enterprise in the foreseeable future. Continuing losses may exhaust our capital resources and force us to discontinue operations.

Our ability to turn our business into a profitable enterprise depends on many factors, including:

§ securing adequate funding to sustain us until we are able to generate sufficient sales revenue;

§ generating and sustaining customer interest and strategic relationships that translate into contract sales;

§ completing research and development of current fiber optic products and developing additional contract services;

§ producing quality contracting services in a timely manner to fulfill customer delivery and acceptance requirements;

§ identifying, implementing and maintaining the appropriate protection for our intellectual property rights;

§ anticipating contracting work, product development and marketing activities in the industry in which we operate;

§ maintaining and expanding our operations; and

§ attracting and retaining a qualified work force.

We cannot assure you that we will achieve any of the foregoing factors or realize profitability in the immediate future or at any time.

We are in need of additional funding to sustain our business as a going concern. Several factors may impact our ability to secure the funds necessary to carry on our business.

Our business does not currently generate enough revenue to sustain our activities. At March 31, 2021, we had net working capital of $600, a cash balance of $1,700, and stockholders' equity of $600.  We require additional debt or equity funding from third parties to provide us with the necessary capital to carry on our business. Several factors may limit our ability to attract sources of these funds, including:

§ We have no history of profitability;

§ Our current levels of debt, other liabilities and shareholder equity;

§ The limited market for trading our Common Stock;

§ The unproven market for our "UNet" contracting of underground and overhead installations of fiber optic and cable leading to uncertainty as to our ability to generate sales revenues; and

We cannot assure you that we will be able to secure the funds we need in the amounts and at the times we require them in order for us to continue in business.  If we are unable to identify and secure additional funding immediately, we will likely be required to curtail certain portions of our operations, or cease operations entirely.  Because of our financial condition, our independent auditors have qualified their opinion on our financial statements regarding our ability to continue as a going concern.

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The highly competitive nature of our industry could affect our results of operations, which would make profitability even more difficult to achieve and sustain.

The cable installment business is highly competitive. Many existing and potential competitors have greater financial resources, larger market shares, and larger production and technology research capabilities than us. This may enable them to establish a stronger competitive position, in part, through greater marketing opportunities and challenges to our intellectual property. If we are unable to address competitive developments quickly and effectively, we may not be able to grow our business or remain a viable entity.

We rely upon third party relationships. The loss of one or more of those relationships could impair our ability to fulfill our business plan.

We do not manufacture our fiber optic or copper cable products. Based on quality, price, and performance, we have selected certain suppliers, vendors and subcontractors that provide raw materials and services related to underground construction. For some items we are dependent on a single supplier or a small number of suppliers. Although we have identified alternate sources, there can be no assurance that a transition to such alternative sources would not entail quality assurance and quality control difficulties, on-time delivery problems, or other transitional problems, any or all of which could have an impact on our services and could have a material adverse effect on our business, financial condition, or results of operations.

If we fail to adapt to changes affecting our products technology and the markets, we will become less competitive, thereby adversely affecting our future financial performance.

Unless we can develop our present products and services, our ability to generate revenue may be hindered and our ability to achieve profitability will be negatively affected. In order to remain competitive, we must respond in a timely and cost-efficient basis to changes in technology, industry standards and procedures, and customer preferences. We must be able to continuously develop new products and services to address these developments. In some cases these changes may be significant and the cost to address these changes may be substantial. We cannot assure you that we will be able to adapt to any changes in the future or that we will have the financial resources to respond to changes in the marketplace. Also, the cost of adapting our technologies, products and services may have a material adverse affect on our operating results.

Our business could be adversely affected by local, state, national and international laws and regulations.

The contract sale of our current services have not required registration under any domestic or international laws or regulations. We anticipate, however, that construction permits, as well as some product applications we pursue with customers, may require such registration in the future in order to market and sell our services. Moreover, such laws could change and thereby require the registration of our services, or require regulatory approval for such services.  The process of obtaining regulatory approval is typically costly and time consuming, and involves a high level of uncertainty as to its outcome. Complying with such laws and regulations could negatively affect our business and anticipated revenues and there can be no assurance that we will successfully satisfy applicable regulatory requirements.

In addition, although we have not historically been significantly affected by any United States governmental restrictions on import, export and customs regulations and other present local, state or federal regulation, any future legislation or administrative action restricting our ability to sell our products to certain countries outside the United States could significantly affect our ability to make certain foreign sales. The extent of adverse governmental regulation, which might result from future legislation or administrative action, cannot be accurately predicted. In particular, the USA Patriot Act and other governmental regulations may impose export restrictions on sale of equipment or transfer of technology to certain countries or groups. There can be no assurance that our ability to sell will not be impacted by any such legislation or designation. Depending upon which countries and sales may be designated for trade restriction, and the extent of our foreign sales in the future, such action could have a material adverse effect on our business, financial condition, or results of operations.

Our business plan and future growth strategy anticipates that we may make targeted strategic acquisitions. An acquisition may disrupt our business, dilute stockholder value and distract management's attention from operations.

Part of our business plan for growth anticipates the possibility of acquiring new products or businesses through targeted strategic acquisitions. We may not be able to identify appropriate targets or acquire them on reasonable terms. Even if we make strategic acquisitions, we may not be able to integrate these products and/or businesses into our existing operations in a cost-effective and efficient manner. If we attempt and fail to execute this strategy, our revenues may not increase and our ability to achieve profitability may be impaired. Currently, our ability to make strategic acquisitions may be hampered by our limited capital resources and the limited public market for our stock.

Our intellectual property may infringe on the rights of others, resulting in costly litigation.

In recent years there has been significant litigation in the United States involving patents and other intellectual property rights. In particular, there has been an increase in the filing of suits alleging infringement of intellectual property rights, which pressure defendants into entering settlement arrangements quickly to dispose of such suits, regardless of their merits. We are not now aware of any such allegations against us, and no such lawsuit has been filed at this time. However, other companies or individuals may allege that we infringe on their intellectual property rights. Litigation, particularly in the area of intellectual property rights, is costly and the outcome is inherently uncertain. We cannot assure you that we would have secured a "freedom to operate" opinion in respect to any particular area of practice. Thus, in the event of an adverse result, we could be liable for substantial damages and we may be forced to discontinue our use of the subject matter in question or obtain a license to use those rights or develop non-infringing alternatives. Any of these results would increase our cash expenditures, adversely affecting our financial condition.

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We may not be able to manage our growth effectively, which could adversely affect our operations and financial performance.

The ability to manage and operate our business as we execute our development and growth strategy will require effective planning. Significant rapid growth could strain our management and internal resources, and other problems may arise that could adversely affect our financial performance. We expect that our efforts to grow will place a significant strain on personnel, management systems, infrastructure and other resources. Our ability to effectively manage future growth will also require us to successfully attract, train, motivate, retain and manage new employees and continue to update and improve our operational, financial and management controls and procedures. If we do not manage our growth effectively, our operations could be adversely affected, resulting in slower growth and a failure to achieve or sustain profitability.

Being a public company involves increased administrative costs, which could result in lower net income and make it more difficult for us to attract and retain key personnel.

As a public company, we incur significant legal, accounting and other expenses. The Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the SEC require public companies to institute or change corporate governance practices, and public disclosure controls and procedures. These rules and regulations require us to devote significant resources to developing, implementing, reporting on and auditing procedures appropriate for our business and its size. This increased level of compliance requirements has made it more difficult for us to attract and retain qualified executive officers and directors and, in particular, directors to serve on an audit committee.

We may not be able to attract additional qualified individuals to serve on our Board of Directors, which could adversely affect our controls and procedures.

Our Board is composed of one (1) director, Merle Ferguson.  We do not maintain any standing committees, such as audit, compensation, governance or nominating committees. Our entire Board performs the tasks of an audit committee.  

We have found it difficult to attract and retain qualified individuals to serve on our Board. Our financial position makes it difficult for us to offer our outside Board members meaningful compensation. While we do pay expenses incurred by our directors in connection with attending Board meetings, we do not currently provide any cash compensation to them for their service. We maintain nominal director and officer liability coverage. Taken as a whole, this may not provide the level of security an individual would feel desirable when evaluating whether he or she wished to serve on the Board of a public company in today's environment.

Risks Factors Related to Ownership of Our Common Stock

Our Common Stock is thinly traded and the majority of our stockholders hold restricted shares. The sale of all the shares that are eligible for Rule 144 treatment would result in the sudden increase in the number of shares available for trading in the public market, which could have a negative effect on our stock price.

The Company currently has 29,270,666 shares of our Common Stock that is freely tradeable. Stockholders who possess freely tradeable shares of our Common Stock: (a) are non-affiliated shareholders who have held our shares for at least one year; (b) acquired shares in the public trading market; or (c) hold shares of our Common Stock, which have been registered under the Securities Act of 1933, as amended. In addition, the Company has 57,956,834 shares of common stock eligible for sale pursuant to Rule 144. As a result, the sale of the Rule 144 shares could flood the market and result in enormous reductions in the trading price of the Company's stock.

We cannot assure you that there will be an active trading market for our Common Stock and it could be difficult for holders of our Common Stock to liquidate their shares.

Even though our Common Stock is expected to continue to be quoted on the OTC MARKETS Pink sheets, we cannot predict the extent to which a trading market will develop or how liquid that market might become. Also, many of our shares are "restricted securities" within the meaning of SEC Rule 144 and they are, therefore, subject to certain limitations on the ability of holders to resell such shares. Because only a small percentage of our outstanding shares are freely tradeable in the public market, the price of our shares could be volatile, and liquidation of a person's holdings may be difficult. Thus, holders of our Common Stock may be required to retain their shares for a long period of time. Since few of our outstanding shares of Common Stock have been registered under federal or state securities laws, the majority of our Common Stock may not be sold or otherwise transferred without registration or reliance upon a valid exemption from registration.

We do not anticipate paying dividends on our Common Stock in the foreseeable future. This could make our Common Stock less attractive to potential investors.

We anticipate that we will retain any future earnings and other cash resources for future operation and development of our business. We do not intend to declare or pay any cash dividends on our Common Stock in the foreseeable future.  Any future payment of cash dividends on our Common Stock will be at the discretion of our Board of Directors after taking into account many factors, including our operating results, financial condition and capital requirements. Corporations that pay dividends may be viewed as a better investment than corporations that do not.

Future sales or the potential for sale of a substantial number of shares of our Common Stock could cause our market value to decline and could impair our ability to raise capital through subsequent equity offerings.

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Sales of a substantial number of shares of our Common Stock in the public markets, or the perception that these sales may occur, could cause the market price of our Common Stock to decline and could materially impair our ability to raise capital through the sale of additional equity securities.

The authorization and issuance of blank-check Preferred Stock may prevent or discourage a change in our control or management.

Our amended articles of incorporation authorize the Board of Directors to issue up to one hundred million shares of Preferred Stock without stockholder approval, having terms, conditions, rights, preferences and designations as the Board may determine. The rights of the holders of our Common Stock will be subject to, and may be adversely affected by the rights and any additional series of Preferred Stock that may be issued in the future. The issuance of Preferred Stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of discouraging a person from acquiring a majority of our outstanding Common Stock.

Trading in our shares may be subject to certain "penny stock" regulations which could have a negative effect on the price of our shares in the public trading market.

Public trading of our Common Stock on the OTC Markets, Pink Current Information designation under the symbol GRHI, may be subject to certain provisions, commonly referred to as the penny stock rule, promulgated under the Securities Exchange Act of 1934. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. If our stock is deemed to be a penny stock, trading in our stock will be subject to additional sales practice requirements on broker-dealers. These may require a broker dealer to:

· make a special suitability determination for purchasers of our stocks;

· receive the purchaser's written consent to the transaction prior to the purchase; and

· deliver to a prospective purchaser of a penny stock, prior to the first transaction, a risk disclosure document relating to the penny stock market.

Consequently, penny stock rules may restrict the ability of broker-dealers to trade and/or maintain a market in our Common Stock. Also, many prospective investors may not want to bear the burden of the additional administrative requirements, which may have a material adverse effect on the trading of our shares. As a result of these rules, our shares may not be as liquid as other securities available in the marketplace.

Our success depends substantially on the value of our contractor services and unfavorable publicity could harm our business.

Our business can be adversely affected by publicity resulting from complaints, litigation or general publicity regarding poor product quality of cable, faulty installations, destruction of propety of or other concerns.  Negative publicity from traditional media or online social network postings may also adversely affect us.

There has been a marked increase in the use of social media platforms and similar devices, including weblogs (blogs), social media websites, and other forms of Internet-based communications, which allow individuals access to a broad audience of consumers and other interested persons. Consumers value readily available information concerning goods and services that they have or plan to purchase, and may act on such information without further investigation or authentication. The availability of information on social media platforms is virtually immediate, as is its impact. Many social media platforms immediately publish the content their subscribers and participants can post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning our Company may be posted on such platforms at any time. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate without affording us an opportunity for redress or correction. Such platforms also could be used for dissemination of trade secret information, compromising valuable company assets. In summary, the dissemination of information online could harm our business, prospects, financial condition and results of operations, regardless of the information's accuracy.

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Changes in consumer preferences or discretionary consumer spending could harm our performance.

Our success depends, in part, upon the popularity of the growth in broadband contactivity in both urban and rural areas. Shifts in consumer preferences could negatively affect our future profitability.  Such shifts could be based on technological advancement related to many factors.   In addition, our success depends, to a significant extent, on numerous factors affecting discretionary consumer spending, general economic conditions (including the continuing effects of the recent recession), disposable consumer income, consumer confidence, federal, state and local governments budgets.  A decline in consumer spending or in economic conditions could reduce demand for our product or impose practical limits on pricing, either of which could harm our business, financial condition, operating results or cash flow.

Legal actions could have an adverse effect on us.

We have faced in the past and could face in the future legal actions. Many state and federal laws that govern our industry, and if we fail to comply with these laws, we could be liable for damages or penalties.  Further, we may face litigation from municipalities and other customers alleging that we were responsible for underground developments of the placing of fiber optic and copper cables. In light of the potential cost and uncertainty involved in litigation, we may settle matters even when we believe we have a meritorious defense. Litigation and its related costs may have a material adverse effect on our results of operations and financial condition..

Our current insurance may not provide adequate levels of coverage against claims.

We currently maintain insurance that is customary for a business of our nature.  However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure against, such as losses due to natural disasters.  Such damages could have a material adverse effect on our business and the results of operations.  Additionally, there is no assurance that we will be able to maintain our current coverage at acceptable premium rates or that any coverage will be available to us in the future.

Failure to establish and maintain our internal control over financial reporting could harm our business and financial results.

Our management team members are responsible for establishing and maintaining effective internal control over financial reporting.  We have identified a material weakness in connection with our assessment of the effectiveness of internal control over financial reporting.  However, internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the United States.  Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that we would prevent or detect a misstatement of our financial statements or fraud.  Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud.  Any failure to remediate a material weakness or the occurrence of additional material weaknesses in internal control over financial reporting could cause a loss of investor confidence and decline in the market price of our stock.

Our inability or failure to effectively manage our marketing through social media could materially adversely impact our business.

As part of our marketing efforts, we rely on search engine marketing and social media platforms such as Facebook® and Twitter® to attract and retain customers. We also are initiating a multi-year effort to implement new technology platforms that should allow us to digitally engage with our customers and team members and strengthen our marketing and analytics capabilities. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenues or increased employee engagement. In addition, a variety of risks are associated with the use of social media, including the improper disclosure of proprietary information, negative comments about our Company, exposure of personally identifiable information, fraud, or out-of-date information. The inappropriate use of social media vehicles by our guests or team members could increase our costs, lead to litigation or result in negative publicity that could damage our reputation.

Competition

The general contacting of underground development of internet infrastructure utilizing fiber optic and copper cables is a business that is highly competitive, with a number of companies that have many facilities and are better established than the Company. Many of the more established contractors have substantially greater financial resources, facilities, and depth and experience of personnel than the Company.

Government Regulations

The operation of the Company is subject to various federal, state, and local regulations.  The Company believes that its structure and contemplated operation will not violate current legal requirements.  There is no assurance, however, that regulatory agencies will not take a position that is contrary to the position of the Company or that applicable regulations will not change in a manner that would necessitate a change in the Company's method of operation.  Such a development could have a material adverse financial impact on the Company.

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Dependence on Manager

The Company is dependent upon the services of its sole officer and director, Merle Ferguson.  If the Company should lose the services of its current management, there could be a material adverse impact on the Company's business, unless a suitable replacement could be engaged by the Company on satisfactory terms.  There can be no assurance, however, that the Company could engage a suitable replacement on satisfactory terms.  Consequently, the loss of the services of our current management could impose severe adverse consequences on the Company.

Needs to Raise Additional Capital

The Company believes that its current resources will be sufficient to meet its liquidity and capital requirements in the short term; however, there can be no assurance that such funds will be sufficient to meet the Company's capital requirements over the long term. The Company may be required to incur debt, issue equity securities or enter into other financing arrangements to meet the Company's future capital needs.  There is no assurance that the Company will be successful in raising sufficient additional capital for its long-term requirements, and there is no assurance that such financing will be available on terms acceptable to the Company.

Net Losses

The Company was formed in December 30, 1993, and it recently changes its business plan to the provide construction management services as it pertains to underground and overhead fiber optic and cable internet infrastructures. The Company has incurred a loss each year.  Accordingly, the Company's operations are subject to all the risks inherent in the establishment of a new business enterprise.  The Company has reported a net loss for each of the last two fiscal years.  The net loss reported by the Company was $41,000 and $32,200 in fiscal 2020 and 2019, respectively (see Financial Statements attached hereto as Item 13).

We have never paid dividends on our common stock.

We have never paid dividends on our Common Stock and do not presently intend to pay dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business plan.

Authorization of Preferred Stock

Our Certificate of Incorporation authorizes the issuance of up to 50,000,000 shares of preferred stock, par value $0.001, with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of our authorized preferred stock, we may do so in the future.

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This registration statement contains forward-looking statements and information relating to us, our industry and to other businesses.

Forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this prospectus, the words "estimate," "project," "believe," "anticipate," "intend," "expect" and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

The Company has a Limited Number of Customers.

The Company currently has no clients. The goal of the Company's business plan is to broaden its customer base, however, there is no assurance this goal will be attained. Having no clients create a risk that the Company's revenues could remain at zero.    

Consequences of Being Classified as a Shell Corporation.

A shell corporation is defined as a corporation with no or nominal operations and no or nominal cash assets. We believe that the Company is not a shell company, because it is an operating company with an operating business and on an established business plan. In the event the Company is classified as a shell, the Company and its shareholders would not be eligible to use certain SEC rules such as Rule 144 and S-8 Registration Statement. This could have a negative impact on the perceived value of the Company and the value of the Company's shares.

Coronavirus Impact (COVID-19)

Due to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel advisories, canceled large scale public events and closed schools. In addition, companies have begun to cancelled conferences and travel plans and required employees to work from home. Global financial markets have also experienced extreme volatility and disruptions to capital and credit markets.

Adverse events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters affecting the general work and business environment could harm our business and delay the implementation of our business plan.

Management is currently aware of the global and domestic issues arising from the Covid-19 pandemic and the possible direct and indirect effects on the Company's operations. The pandemic could affect the Company's current financial position, future results of operations, or liquidity. However, investors should also be aware of factors, which includes the possibility of Covid-19 affects on operational status, could have a negative impact on the Company's prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources. These may include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the company seek to do so, (iii) increased governmental regulation or significant changes in that regulation, (iv) increased competition, (v) unfavorable outcomes to litigation involving the Company or to which the Company may become a party in the future, and (vi) a very competitive and rapidly changing operating environment. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the impact of the coronavirus on our operations. The global economic slowdown and the other risks and uncertainties associated with the pandemic could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company's business and results of operations. It may also have the effect of heightening many of the other risks and uncertainties which the Company faces.

ITEM 2.  FINANCIAL INFORMATION.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.   

Forward Looking Statements

From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.

Management is currently unaware of any trends or conditions other than those mentioned in this management's discussion and analysis that could have a material adverse effect on the company's current financial position, future results of operations, or liquidity, because its current operations are limited. However, investors should also be aware of factors that could have a negative impact on the company's prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources, once it begins to implement its business plan. These may include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the company seek to do so, (iii) increased governmental regulation or significant changes in that regulation, (iv) increased competition, (v) unfavorable outcomes to litigation involving the company or to which the company may become a party in the future, and (vi) a very competitive and rapidly changing operating environment.

The risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

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The financial information set forth in the following discussion should be read with the financial statements of Gold Rock Holdings, Inc.. included elsewhere herein.

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

Overall Operating Results:

Three Months – March 31, 2021 and 2020 Statements

Revenues from  the Company's fiber optic underground and overhead contracting for the three  months ended March 31, 2021 and for the three months ending March 31, 2020 were $-0- and $-0-, respectively. During the three months ended March 31, 2020 and 2019, the Company received no contracts.

Gross Margins for the three months ended March 31, 2021 and the same period in 2020 are $-0-, non-existent, due to the fact that the Company had no successful bids or contracts for contract work.

Gross Profit for the three months ended March 31, 2021 was $-0- and for the three months ended March 31, 2020 was $-0-.  Since the Company had no sales in the respective periods, $-0- Gross Profit.

The Cost of Goods Sold for the three months ended March 31, 2021 was $-0- and for the three months ending March 31, 2020 was $-0-, respectively.  The Company had no costs associated with the sale of its contracting services due to no sales receipts during these respective periods.

General and Administrative Expenses three months ended March 31, 2021, totaled $300, compared to $300 for the three months ended March 31, 2020. There was no changes between the same periods ended March 31, 2021 and 2020, which was attributed to cost paid to the Company's transfer agent.

Year Ended December 31, 2020, Compared to Year Ended December 31, 2019. 

Revenues for the Company's year ended for both periods ending December 31, 2020 and 2019 totaled $-0-.

Cost of Goods Sold for the year ending December 31, 2020 totaled $-0- compared to $-0- for year ended December 31, 2019; no contract sales or successful bidding on underground fiber optic internet infrastructure projects.

Gross margins between 2020 and 2019 are $-0-, non-existent, due to the fact that the Company had no successful bids or contracts for contract work.

Gross profit for the year ended December 31, 2020 was $-0- as compared to gross profit for $-0 for the year ended December 31, 2019. The Company had no sales in the respective periods, $-0- Gross Profit.

General and Administrative expenses for the year ended December 31, 2020 totaled $2,100 compared to $1,200 for December 31, 2019, primarily due to increases in professional service fees.

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Net Loss

Net loss for the Three Month Ended March 31, 2021 and 2020 were $33,000 and $33,000, respectively.

Net loss for the year ended December 31, 2020 and 2019 were $41,000 and $33,200, respectively.

Liquidity and Capital Resources:

As of March 31, 2021, our assets totaled $1,700, which consisted of cash. Our total liabilities were $1,100 which consisted of accounts payable and accrued Board of Directors Compensation expenses. As of March 31, 2021, the Company had an accumulated deficit of $140,800 and a working capital of $600.

As of December 31, 2020, our assets totaled $1,800, which consisted of cash and prepaid expenses. The Company's total liabilities were $104,000 which consisted of accounts payable and accrued Board of Directors Compensation expenses.  As of this date the Company had an accumulated deficit of $107,500 and working capital deficit of $102,200.

As of December 31, 2019, our assets totaled $1,700, which consisted of cash. The Company's total liabilities were $62,300 which consisted of accounts payable and accrued Board of Directors Compensation expenses.  As of this date the Company had an accumulated deficit of $63,400 and working capital deficit of $60,600.

Our independent auditors, in their report on the financial statements, have indicated that 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 (See Note 4 in Financial Statements). For the next 12 months the Company has a commitment from its CEO to advance funds as necessary to meeting our operating requirement.

New Accounting Pronouncements

Gold Rock Holdings, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries' operating results, financial position, or cash flow.

Accounting Principals

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.

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, 2018. 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.

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ITEM 3.  PROPERTIES.

The Company's administrative functions take place in the office space of Yes International, which is owned and operated by Richard Kaiser, a contract consultant.  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 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of June 29, 2021, 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)
Merle Ferguson (2) 1750 Barbara Lane Encinitas, CA 92024	46,407,241	53.18%
Richard Kaiser 3491 Virginia Beach Blvd. Virginia Beach, VA 23452	5,002,501	5.7%
Susan Donohue 1193 N. Broken Hill Drive Green Valley, AZ 85614	5,726,138	6.6%
All Officers and Directors as a Group (1 person)	46,407,241	53.18%

(1) Applicable percentage ownership is based on 87,227,500 shares outstanding as of June 29, 2021. There are no options, warrants, rights, conversion privilege or similar right to acquire the common stock of the Company outstanding as of June 29,2021.

(2) Mr. Ferguson owns directly 35,000,000 shares of common shares; he owns indirectly 3,750,000 common shares in his Ministry of Youth entity whole controlled by Mr. Ferguson; he owns indirectly 3,256,805 common shares in CS&S a company controlled by Mr. Ferguson; he owns indirectly 3,000,000 common shares in Trade Exchange International, Inc., a company controlled by Mr. Ferguson; he owns indirectly 500,000 shares in Vegas Fight Club, Inc., a company controlled by Mr. Ferguson; he owns indirectly 500,010 common shares in Legacy Land, Inc, a company controlled by Mr. Ferguson; he owns indirectly 400,426 commons shares in SCS Enterprises, Inc. a company jointly owned with his x-wife.

(3) Mr. Kaiser owns directly 5,000,000 shares of common stock and he owns 2,501 shares beneficially through his Company, Yes International, Inc.

(4) Ms. Donohue owns her shares beneficially through her wholly owned company, TJJR Enterprises, Inc.

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ITEM 5.  DIRECTORS AND EXECUTIVE OFFICERS.

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
Merle Ferguson	74	President/Treasurer/Director

BIOGRAPHY

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. Predicitve 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 sellsvitamin supplements and which is located in Virginia Beach, Virginia. Since November 2018, Mr. Ferguson served as President, Chairman and CEO of Bravo Multinational, Inc., located in Virginia Beach, Virginia, which operates gaming machines in the casino industry. Bravo Multinational, Inc. is a stock that is traded on the over-the-counter market. As of November 2018, Mr. Ferguson has also served as a Chairman and CEO of Bravo Multinational, Inc., a public company formed under the laws of Wyoming, with its headquarters located in Virginia Beach, VA.

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 6.  EXECUTIVE COMPENSATION.

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)(3)
Merle Ferguson President, CEO and Director	2019 2020	$30,000 $30,000		$-0- $-0-		$-0- $-0-		$-0- $-0-		$-0- $-0-		$-0- $-0-		$-0- $-0-		$30,000(2) $30,000(2)

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

(2) Shares of common stock were issued to Mr. Ferguson in connection with his employment contract for 2019 and 2020.

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Employment Agreements

The Company has an employment contract with Mr. Ferguson for the period from January 01, 2017 until December 31, 2022 (See Exhibit 10.1). There are no other compensation plans or arrangements which the Company has entered.

Stock Options

The Company had no stock options outstanding at June 29, 2021.

Board of Directors Compensation

Our director receive compensation for his service as an Officer / Director of the Company for the years ended December 31, 2020 and 2019 in the amount of $30,000 per year.

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Mr. Merle Ferguson, Chairman, CEO and President of the Company paid $2,500 and in 2020 and and he paid $1,110 in 2019 for Company expenses, with no expectations that these payments would be repaid. Except as otherwise indicated herein, 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 8.  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 9.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

a) Market Information. The Company's common stock is traded in the OTC Market. There are currently no shares of common stock that are subject to outstanding options or warrants to purchase, or securities convertible into, the common stock of the Company. The Company has not agreed to register any of its shares of common stock for sale by holders of such common stock. In addition, at this time none of the Company's common stock is being or has proposed to be publicly offered by the Company.

(b) Holders. As of the date hereof, there are 205 holders of 87,227,500 shares of the Company's common stock.

(c) Dividends. The Company has not paid any cash dividends to date and does not anticipate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company's business.

ITEM 10.  RECENT SALES OF UNREGISTERED SECURITIES.

In April 2021, the Company issued 40,000,000 shares of restricted common stock in payment of certain relief of accounts payable, valued at $137,000. These payables were related to accrued officer/director pay from 2016 to 2020 which was paid by the issuance of 35,000,000 shares for officer and director salaries and 5,000,000 shares were issued for accrued contract services. No underwriter was involved with the sale and no commissions were paid in connection with such sale.

All securities issued by the Company as 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 about the Company which was necessary to allow the investors to make an informed investment decision. The Company has been informed that all purchasers are able to bear the economic risk of this investment and 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.

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Neither the Company nor any person acting on its behalf offered or sold the securities by means of any form of general solicitation or general advertising.

The securities were acquired by the purchasers for their own account and not with the view to, or for resale in connection with any distribution. A legend was placed on the certificates issued stating that the securities were not registered under the Securities Act and that they cannot be sold or otherwise transferred without an effective registration under the Act or an exemption therefrom.

ITEM 11.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

Common Stock

We are authorized to issue 850,000,000 shares of common stock with a par value of $0.001 per share. As of June 29, 2021, 87,227,500 shares of our common stock were issued and outstanding. Each outstanding share of common stock is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by the owners thereof at meetings of the stockholders.

Our shareholders have no pre-emptive rights to acquire additional shares of common stock. The common stock is not subject to redemption or any sinking fund provision, and it carries no subscription or conversion rights. In the event of our liquidation, the holders of the common stock will be entitled to share equally in the corporate assets after satisfaction of all liabilities.

The description contained in this section does not purport to be complete. Reference is made to our certificate of incorporation and bylaws, which are available for inspection upon proper notice at our offices, as well as to the Nevada Revised Statutes.

Holders of our common stock

(i) have equal ratable rights to dividends from funds legally available therefore, if declared by our Board of Directors,

(ii) are entitled to share ratably in all our assets available for distribution to holders of common stock upon our liquidation, dissolution or winding up;

(iii) do not have preemptive, subscription or conversion rights or redemption or sinking fund provisions; and

(iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote at all meetings of our stockholders.

The holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of outstanding shares voting for the election of directors can elect all of our directors if they so choose and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Preferred Stock

We may 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. 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.

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Dividends

We have no history of paying dividends, moreover, there is no assurance that we will pay dividends in the future.

Shares Eligible for Future Sale

Our shares are thinly traded on the OTC Market, and we cannot assure you that a significant public market for our common stock will be developed. Sales of substantial amounts of common stock in the public market, or the possibility of substantial sales occurring, could adversely affect prevailing market prices for our common stock or our future ability to raise capital through an offering of equity securities.

The Company has 57,956,834 outstanding shares of common stock that are "restricted" as that term is defined in the Securities Act. At this time, we have not entered into any agreement to register any of our issued and outstanding shares, although such agreement may be entered into in the future, or such an agreement may be made part of the terms of a future combination transaction.

ITEM 12.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our bylaws and articles of incorporation provide that our officers and directors are indemnified to the fullest extent provided by the Nevada Revised Statutes ("NRS").

Under the Nevada Revised Statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's Articles of Incorporation. Our Articles of Incorporation do not specifically limit the directors' immunity. The NRS excepts from that immunity (a) a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

The Company has not purchased insurance for the directors and officers that would provide coverage for their acts as an officer or director of the Company.

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ITEM 13.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

GOLD ROCK HOLDINGS, INC.

FINANCIAL REPORTS

AT

MARCH 31, 2021

INDEX TO FINANCIAL STATEMENTS

Condensed Balance Sheets at March 31, 2021- Unaudited and December 31, 2020	22
Condensed Statements of Operations for the Three Months Ended March 31, 2021 and 2020 - Unaudited	23
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 - Unaudited	24
Condensed Statements of Stockholders' Equity for the Three Months Ended March 31, 2021 and 2020– Unaudited	25
Notes to the Condensed Consolidated Unaudited Financial Statements	26-28

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GOLD ROCK HOLDINGS, INC.

CONDENSED BALANCE SHEETS - UNAUDITED

	March 31,	December 31,
	2021	2020
ASSETS
Current Assets
Cash	$           1,700	$           1,700
Prepaid Expenses	-	100
Total Current Assets	1,700	1,800
Total Assets	$           1,700	$           1,800
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable and Accrued Expenses	$              100	$         14,000
Accrued Board of Director Compensation	1,000	90,000
Total Current Liabilities	1,100	104,000
Total Liabilities	1,100	104,000
Stockholders' Deficit
Common Stock - $0.001 Par; 850,000,000 Shares Authorized,
87,227,500 and 47,227,500 Issued and Outstanding, Respectively	87,227	47,227
Additional Paid-In-Capital	54,173	(41,927)
Accumulated Deficit	(140,800)	(107,500)
Total Stockholders' Deficit	600	(102,200)
Total Liabilities and Stockholders' Deficit	$           1,700	$           1,800

 The accompanying notes are an integral part of these financial statements

-22-

GOLD ROCK HOLDINGS, INC.

CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED

Three Months Ended March 31	2021	2020
Sales	$               -	$               -
Cost of Sales	-	-
Gross Profit	-	-
Operating Expenses
Board of Director Compensation	30,000	30,000
Consulting	3,000	3,000
General and Administrative	300	300
Total Expenses	33,300	33,300
Net Loss for the Period	$    (33,300)	$     (33,300)
Weighted Average Number of Common Shares - Basic and Diluted	50,338,611	47,227,500
Net Loss for the Period Per Common Shares -Basic and Diluted	$         (0.00)	$         (0.00)

 The accompanying notes are an integral part of these financial statements

-23-

GOLD ROCK HOLDINGS, INC.

CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED

Three Months Ended March 31	2021	2020
Cash Flows from Operating Activities
Net Loss for the Period	$   (33,300)	$   (33,300)
Non-Cash Adjustments:
Common Shares Issued for Consulting	3,000	-
Common Shares Issued for Consulting	29,000	-
Changes in Assets and Liabilities:
Prepaid Expenses	100	-
Accounts Payable and Accrued Expenses	100	2,600
Accrued Board of Directors Compensation	1,000	30,000
Net Cash Flows Used In Operating Activities	(100)	(700)
Cash Flows from Investing Activities	-	-
Cash Flows from Financing Activities
Capital Contributions from Directors	100	700
Net Cash Flows Provided by Financing Activities	100	700
Net Change in Cash	-	-
Cash - Beginning of Period	1,700	1,700
Cash - End of Period	$      1,700	$     1,700
Cash Paid During the Period for:
Interest	$              -	$             -
Income Taxes	$              -	$             -

 The accompanying notes are an integral part of these financial statements

-24-

GOLD ROCK HOLDINGS, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2021 and 2020 -  UNAUDITED

	Common Stock		Additional		Total
	$0.001 Par		Paid-In	Accumulated	Stockholders'
	Shares	Amount	Capital	Deficit	Deficit
Balance - January 1, 2020	47,227,500	$  47,227	$         (44,427)	$        (63,400)	$        (60,600)
Capital Contributions - Director	-	-	700	-	700
Net Loss for the Period	-	-	-	(33,300)	(33,300)
Balance - March 31, 2020	47,227,500	$  47,227	$         (43,727)	$        (96,700)	$        (93,200)
	Common Stock		Additional		Total
	$0.001 Par		Paid-In	Accumulated	Stockholders'
	Shares	Amount	Capital	Deficit	Deficit
Balance - January 1, 2021	47,227,500	$  47,227	$         (41,927)	$       (107,500)	$      (102,200)
Common Stock Issued for Accrued Expenses & Directors Fees	30,588,235	30,588	73,412	-	104,000
Common Stock Issued for Consulting and Director Compensation	9,411,765	9,412	22,588	-	32,000
Capital Contributions - Director	-	-	100	-	100
Net Loss for the Period	-	-	-	(33,300)	(33,300)
Balance - March 31, 2021	87,227,500	$  87,227	$          54,173	$       (140,800)	$             600

 The accompanying notes are an integral part of these financial statements

-25-

GOLD ROCK HOLDINGS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS - UNAUDITED

NOTE 1 – Organization & Description of Business

The Company was incorporated in the State of Utah in December, 1993, as Kowtow, Inc. In August, 1995, the company moved it state of incorporation from the State of Utah to the State of Nevada. In March, 1999, Kowtow, Inc. changed its 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. And, 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.

NOTE 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed balance sheet at December 31, 2020, has been derived from audited financial statements and the accompanying unaudited condensed interim financial statements as of March 31, 2021 and 2020, have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements and related footnotes included in our Annual report on Form 10-K for the year ended December 31, 2020 (the "2020 Annual Report"), filed with the Securities and Exchange Commission (the "SEC"). It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statement presentation. Operating results for the three months ended March 31, 2021, are not necessarily indicative of the results of operations expected for the year ending December 31, 2021.

Method of Accounting

The Company’s condensed financial statements have been prepared 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.

-26-

GOLD ROCK HOLDINGS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS - UNAUDITED

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 condensed 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 reported recurring losses from operations and has net current liabilities and an accumulated deficit.  These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

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 three months ended March 31, 2021, due to lack of revenues the officers of the Company paid for all expenses through loans to the Company. This allowed the Company to continue as a going concern.

-27-

GOLD ROCK HOLDINGS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS - UNAUDITED

NOTE 5 – Related Party Transactions

During the three months ended March 31, 2021 and 2020, the sole board of director paid all expenses of the Company in the amount of $100 and $700,respectively.  The amount paid during the three months ended March 31, 2021 and 2020 was not to be reimbursed therefore, additional paid in capital was increased by $100 and $700, respectivelyfor the periods then ended.

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 March 31, 2021 and December 31, 2020 there were -0- preferredshares issued and outstanding.  

Common Stock

Common stock consists of 850,000,000 shares authorized at $0.001 par value.  At March 31, 2021 and December 31, 2020 there were 87,227,500 and 47,227,500 shares issued and outstanding, respectively.  

During the three months ended March 31, 2021, the Company issued 30,588,235 shares to pay $90,000 of accrued board of director compensation and accrued consulting of $14,000 that was included on the balance sheet at December 31, 2020.  The shares value was based on the market price of the Company’s common stock of $0.0034 on the measurement date.

During the three months ended March 31, 2021, the Company issued 9,411,765 shares to pay $32,000 of board of director compensation and consulting services of $3,000 that was included in the statement of operations at March 31, 2021.  The shares value was based on the market price of the Company’s common stock of $0.0034 on the measurement date.

NOTE 7 – Risks and Uncertainties

Coronavirus Impact (COVID-19) 

Due to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel advisories, canceled large scale public events and closed schools. In addition, companies have begun to cancel conferences and travel plans and require employees to work from home. Global financial markets have also experienced extreme volatility and disruptions to capital and credit markets.

We are unable to predict the impact of the coronavirus on our operations at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters affecting the general work and business environment could harm our business and delay the implementation of our business strategy. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the recent outbreak of the coronavirus on our operations.

-28-

=====================================================================================================================================================================================================

GOLD ROCK HOLDINGS, INC.

FINANCIAL REPORTS

AT

DECEMBER 31, 2020

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	30
Balance Sheets at December 31, 2020 and 2019  - Audited	31
Statements of Operations for the Years Ended December 31, 2020 and 2019 - Audited	32
Statements of Cash Flows for the Years Ended December 31, 2020 and 2019 - Audited	33
Statements of Changes in Equity for the Years Ended December 31, 2020 and 2019 - Audited	34
Notes to Consolidated Financial Statements	35-37

-29-

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Gold Rock Holdings, Inc. as of December 31, 2020 and 2019, 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, 2020 and 2019, 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.

/S/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company's auditor since 2021

Lakewood, CO

June 30, 2021

-30-

GOLD ROCK HOLDINGS, INC

BALANCE SHEETS

(AUDITED)

December 31,	2020	2019
ASSETS
Current Assets
Cash	$           1,700	$           1,700
Prepaid Expenses	100	—
Total Current Assets	1,800	1,700
Total Assets	$           1,800	$           1,700
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable and Accrued Expenses	$         14,000	$           2,300
Accrued Board of Director Compensation	90,000	60,000
Total Current Liabilities	104,000	62,300
Total Liabilities	104,000	62,300
Stockholders' Deficit
Common Stock - $0.001 Par; 850,000,000 Shares Authorized,
47,227,500 Issued and Outstanding	47,227	47,227
Additional Paid-In-Capital	(41,927)	(44,427)
Accumulated Deficit	(107,500)	(63,400)
Total Stockholders' Deficit	(102,200)	(60,600)
Total Liabilities and Stockholders' Deficit	$           1,800	$           1,700

 The accompanying notes are an integral part of these financial statements

-31-

GOLD ROCK HOLDINGS, INC

STATEMENTS OF OPERATIONS

(AUDITED)

Years Ended December 31	2020	2019
Sales	$               —	$               —
Cost of Sales	—	—
Gross Profit	—	—
Operating Expenses
Board of Director Compensation	30,000	30,000
Consulting	12,000	2,000
General and Administrative	2,100	1,200
Total Expenses	44,100	33,200
Net Loss	$        (44,100)	$        (33,200)
Weighted Average Number of Common Shares -Basic and Diluted	47,227,500	47,227,500
Net Loss Per Common Shares - Basic and Diluted	$            (0.00)	$           (0.00)

 The accompanying notes are an integral part of these financial statements

-32-

GOLD ROCK HOLDINGS, INC

STATEMENTS OF CASH FLOWS

(AUDITED)

For the Years Ended December 31,	2020	2019
Cash Flows from Operating Activities
Net Loss	$     (44,100)	$   (33,200)
Changes in Assets and Liabilities:
Prepaid Expenses	(100)	-
Accounts Payable and Accrued Expenses	11,700	2,100
Accrued Board of Directors Compensation	30,000	30,000
Net Cash Flows Used In Operating Activities	(2,500)	(1,100)
Cash Flows from Investing Activities	-	-
Cash Flows from Financing Activities
Capital Contributions from Directors	2,500	1,100
Net Cash Flows Provided by Financing Activities	2,500	1,100
Net Change in Cash	-	-
Cash - Beginning of Year	1,700	1,700
Cash - End of Year	$        1,700	$     1,700
Cash Paid During the Year for:
Interest	$                -	$             -
Income Taxes	$                -	$             -

 The accompanying notes are an integral part of these financial statements

-33-

GOLD ROCK HOLDINGS, INC

STATEMENTS OF CHANGES IN STOCKHOLDERS'DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2020 and 2019

(AUDITED)

	Common Stock		Additional		Total
	$0.001 Par		Paid-In	Accumulated	Stockholders'
	Shares	Amount	Capital	Deficit	Deficit
Balance - January 1, 2019	47,227,500	$  47,227	$         (45,527)	$        (30,200)	$        (28,500)
Capital Contributions - Director	-	-	1,100	-	1,100
Net Loss	-	-	-	(33,200)	(33,200)
Balance - December 31, 2019	47,227,500	47,227	(44,427)	(63,400)	(60,600)
Capital Contributions - Director	-	-	2,500	-	2,500
Net Loss	-	-	-	(44,100)	(44,100)
Balance - December 31, 2020	47,227,500	$  47,227	$         (41,927)	$       (107,500)	$      (102,200)

 The accompanying notes are an integral part of these financial statements

-34-

GOLD ROCK HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 – Organization & Description of Business

The Company was incorporated in the State of Utah on December, 1993 as Kowtow, Inc. In August, 1995, the company moved it state of incorporation from the State of Utah to the State of Nevada. In March, 1999, Kowtow, Inc. changed its 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. And, 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.

NOTE 2 – Summary of Significant Accounting Policies

Basis of Presentation

The Company's 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.

Earnings (Loss) per Share

Earnings (loss) per share of common stock are computed in accordance with FASB ASC 260 "Earnings per Share". Basic earnings (loss) per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings (loss) per share.

Stock-Based Compensation

We account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation - Stock Compensation, 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.

-35-

GOLD ROCK HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies - continued

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 reported recurring losses from operations and has net current liabilities and an accumulated deficit.  These conditions raise substantial doubt as to the Company's ability to continue as a going concern.

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 2020 due to lack of revenues the officers of the Company paid for all expenses through loans to the Company. This allowed the Company to continue as a going concern.

NOTE 5 – Related Party Transactions

During the years ended December 31, 2020 and 2019, the sole board of director paid all expenses of the Company in the amount of $2,500 and $1,100, respectively. The amount paid during the year ended December 31, 2020 and 2019 was not to be reimbursed therefore, additional paid in capital was increased by $2,500 and $1,100, respectively for the years then ended.

-36-

GOLD ROCK HOLDINGS, INC.

NOTES TO THE 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. At December 31, 2020 and 2019 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, 2020 and 2019 there were 47,227,500 shares issued and outstanding, respectively.  

NOTE 7 – Risks and Uncertainties

Coronavirus Impact (COVID-19) 

Due to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel advisories, canceled large scale public events and closed schools. In addition, companies have begun to cancel conferences and travel plans and require employees to work from home. Global financial markets have also experienced extreme volatility and disruptions to capital and credit markets.

We are unable to predict the impact of the coronavirus on our operations at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters affecting the general work and business environment could harm our business and delay the implementation of our business strategy. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the recent outbreak of the coronavirus on our operations.

NOTE 8 – Subsequent Events

On March 23, 2021, the Company issued 40,000,000 restricted common stock shares in payment of accrued board of director compensation and for accrued consulting services at a value of $0.0034 per share.

-37-

ITEM 14.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND  FINANCIAL DISCLOSURES.

There are no disagreements with the accountants on accounting and financial disclosures.

ITEM 15.  FINANCIAL STATEMENTS AND EXHIBITS.

(a) Index to Financial Statements

Financial statements on pages 21-37

(b) Index to Exhibits.

Exhibit No.   Description of Exhibit

3.1 Certificate of Incorporation

3.2 Bylaws

4.1 Specimen Certificate of Common Stock

10.1 Employment Agreement – Merle Ferguson

10.2 Consulting Agreement– Richard Kaiser

23.1 Auditor Consent- BF Borgers

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:

Gold Rock Holdings, Inc.

By: /s/Merle Ferguson

        Merle Ferguson

Title: Chairman, CEO & CFO

Dated: June 30, 2021

-38-

EX-3.1

EX-3.2

Exhibit 3.2

BYLAWS

OF

GOLD ROCK HOLDINGS, INC

A Nevada corporation

ARTICLE I

Section I. PRINCIPAL OFFICE.

The principal office shall be in the City of Las Vegas, County of Clark, State of Nevada.

Section 2. OTHER OFFECES.

The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section I.    PLACE OF MEETINGS.

Meetings of stockholders shall be held at any place within or without the State of Nevada designated by the board of directors. In the absent of any such designation, stockholders' meetings shall be held at the principal executive office of the corporation.

Section 2.    ANNUAL MEETINGS.

The annual meetings of stockholders shall be held at a date and time designated by the board of directors. (At such meetings, directors shall be elected and any other proper business may be transacted by a plurality vote of stockholders.)

Section 3. SPECIAL MEETINGS.

A special meeting of the stockholders, any purpose or purposes whatsoever, unless prescribed by statute or by the articles of incorporation may be called at any time by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders holding shares in the aggregate entitled to cast not less than a 20% majority of the votes at any such special meeting.

The request shall be in writing, specifying the time of such meeting, the place which it is to be held and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president or the secretary of the corporation. The officer receiving such request forthwith shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the board of directors may be held.

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Section 4. NOTICE QF STOCKHOLDERS' MEETINGS.

All notices of meetings of stockholders shall be sent or otherwise given in accordance with Section 5 of this Article I not less than ten (10) nor more than sixty (60) days before the date of the meeting being noticed. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting the general nature of the business to be transacted, or (ii) in the case of the annual meeting those matters which the board of directors, at the time of giving the notice, intends to present for action by the stockholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees which, at the time of the notice, management intends to present for election. If action is proposed to be taken at any meeting for approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, (ii) an amendment to the articles of incorporation, (iii) a reorganization of the corporation, (iv) dissolution of the corporation, or (v) a distribution to preferred stockholders, the notice shall also state the general nature of such proposal.

Section 5. MANNER OF GTVTNG NOTICE: AFFIDAVTI OF NOTICE.

Notice of any meeting of stockholders shall be given either personally or by first-class mail or telegraph or other written communication, charges prepaid, addressed to the stockholder at the address of such stock- holder appearing on the books of the corporation or given by the stock- holder to the corporation for the purpose of notice. If no such address appears on the corporation's books or is given, notice shall be deemed to have been given if sent by mail or telegram to the corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where this office is located. Personal delivery of any such notice to any officer of a corporation or association or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication. In the event of the transfer of stock after delivery or mailing of the notice of and prior to the holding of the meeting, it shall not be necessary to deliver or mail notice of the meeting to the transferee.

If any notice addressed to a stockholder is the address of such stockholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the stockholder at such address, all fixture notices or reports shall be deemed to have been duly given without further mailing if the same shall be available to the stockholder upon whiten demand of the stockholder at the principal executive office of the corporation for a period of one year from the date of the giving of such notice.

An affidavit of the mailing or other means of giving any notice of any stockholders' meeting shall be executed by the secretary, assistant secretary or any transfer agent of the corporation giving such notice, and shall be filed and maintained in the minute book of the corporation.

Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 6.The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of stockholders shall constitute a quorum for the transaction of business, except as otherwise provided by statute or the articles of incorporation. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

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Section 7. ADJOURNED MEETING AND NOTICE THEREOF.

Any stockholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at such meeting, either in person or by proxy, but in the absence of a quorum, no other business may he transacted at such meeting.

When any meeting of stockholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at a meeting at which the adjournment is taken.  At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 8. VOTING.

Unless a record date set for voting purposes be fixed as provided in Section I of Article VII of these bylaws, only persons in whose name shares entitled to vote stand on the stock records of the corporation at the close of business on the business day next preceding the day on which notice is given (or, if notice is waived, at the close of business on the business day next preceding the day on which he meeting is held) shall be entitled to vote at such meeting. Any stockholder entitled to vote on any matter other than elections of directors or officers, may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the stockholder fails to specify the number of shares such stock-holder is voting affirmatively, it will be conclusively presumed that the stockholders' approving vote is with respect to all shares such stockholders entitled to vote. Such vote may be by voice vote or by ballot; provided, however, that all elections for directors must be by ballot upon demand by a stockholder at any election and before the voting begins.

When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the articles of incorporation a different vote is required in which case such express provision shall govern and control the decision of such question. Every stockholder of record of the corporation shall be entitled at each meeting of stockholders to one vote for each share of stock standing in his name on the books of the corporation.

Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT STOCKHOLDERS.

The transactions at any meeting of stockholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, not present In person or by proxy, signs written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any regular or special meeting of stockholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of such proposal. All such waivers, consents or approvals shall be fled with the corporate records or made a part of the minutes of the meeting.

Attendance of a person at a meeting shall also constitute a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consider action of matters not included in the notice if such objection is expressly made at the meeting.

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Section 10.  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

Any action which may be taken at any annual or special meeting on stockholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any stockholder, giving a written consent, or the stockholder's proxy holders, or a transferee of the shares of a personal representative of the stockholder of their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

Section 11.   PROXIES.

Every person entitled to vote for directors or on any other matter shall have the right to do so either in, person or by one or more agents authorized by a written proxy signed by the person or filed with the secretary of the corporation. A proxy shall be deemed signed if the stockholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder's attorney in fact.

A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless revoked by the person executing it, prior to the vote pursuant thereto, by a writing delivered to the corporation staling that the proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting and voting in person by the person executing the proxy; provided. However, that no such proxy shall be valid after the expiration of six (6) months from the date for such proxy, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven (7) years from the date of its execution. Subject to the above and the provisions of Section 78.355 of the Nevada General Corporation Law, ay proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation.

Section 12. INSPECTORS OF ELECTION.

Before any meeting of stockholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment if no inspectors of election are appointed, the chairman of the meeting may, and on the request of any stockholder or his proxy shall, appoint inspectors election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more stockholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the board of directors before the meeting, or by the chairman at the meeting.

The duties of these inspectors shall be as follows:

(a)     Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies;

(b)     Receive votes, ballots, or consents:

(c)     Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)     Count and tabulate all votes or consents;

(e)     Determine the election result; and

(f)     Do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

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ARTICLE III

POWERS

Section 1. POWERS.

Subject to the provisions of the Nevada General Corporation Law and any limitations the articles of incorporation and these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the power and authority to:

(a) Select and remove all officers,  agents, and  employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the articles of incorporation or these bylaws, fix their compensation, and require from them security for faithful service.

(b) Change the principal executive office or the principal business office from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or foreign country and conduct business within or without the State; designate any place within or without the State for the holding of any stockholders' meeting, or meetings, including the annual meetings; adopt, make and use a corporate seal, and prescribe the forms of certificates of stock, and alter the form of such seal and of such certificates from time to time as in their judgment they may deem best, provided that such forms shall at all times comply with the provisions of law.

(c) Authorize the issuance of shares of stock of the corporation from time to time, upon such terms as may be lawful, in consideration of money paid, labor done or services actually rendered, debts or securities cancelled tangible or intangible property actually received.

(d) Borrow money and incur indebtedness for the purpose of the corporation, and cause to be executed and delivered therefore, in the corporate name, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefore.

Section 2. NUMBER OF DIRECTORS.

The authorized number of directors shall be no fewer than one(1) nor more than ten (10). The exact number of authorized directors shall be set by resolution of the board of directors, within the limits specified above. The maximum or minimum number of directors cannot be changed, nor can a fixed number be substituted for the maximum and minimum numbers, except by duly adopted amendment to this bylaw duly approved by a majority of the outstanding shares entitled to vote.

Sections 3. QUALIFICATION ELECTION AND TERM OF OFFICE OF DIRECTORS.

Directors’ shall be elected at each annual meeting of the stock holders to hold office until the next annual meeting, but if any such annual meeting is not held or the directors are not elected at any annual meeting, the directors may be elected at any special meeting of stock holders held for that purpose, or at the next annual peering of stock holders held thereafter.

Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified or until his earlier resignation or removal or his office has been declared vacant in the manner provided in these bylaws. Directors need not be stockholders.

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Section 4. RESIGNATION AND REMOVAL QF DIRECTORS.

Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation, in which case such resignation shall be effective at the time specified. Unless such resignation specifies otherwise, its acceptance by the corporation shall not be necessary to make it effective. The board of directors may declare vacant the office of a director who has been declared of unsound mind by an order of a court or convicted of a felony. Any or all of the directors may be removed without cause of such removal is approved by the affirmative vote of a majority of the outstanding shares entitled to vote. No reduction of the authorized number of directors shall have the effect of removing any director before his term of office expires.

Section 5.  VACANCIES.

Vacancies in the board of directors, may be filled by majority of the remaining directors, though less than a quorum, or by a sole remaining director. Each director so elected shall hold office until the next annual meeting of the stockholders and until a successor has been elected and qualified.

A vacancy in the board of directors exists as to any authorized position of directors which is not then filled by a duly elected director, whether caused by death, resignation, removal, increase in the authorized number of directors or otherwise.

The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective.

If after the filling of any vacancy by the directors, the directors then in office who have been elected by the stockholders shall constitute less than a majority of the directors then in office, any holder or holders of an aggregate of five percent or more of the total number of shares at the time outstanding having the right to vote for such directors may call a special meeting of the stockholders to elect the entire board.  The term of office of any director not elected by the stockholders shall terminate upon the election of a successor.

Section 6. PLACE OF MERTINGS.

Regular meetings of the board of director shall be held at any place within or without the State of Nevada that has been designated from time to time by resolution of the board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or without the State of Nevada that has been designated in the notice of the meeting or, if not stated in the notice or there is not notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in such meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting.

Section 7.  ANNUAL MEETINGS.

Immediately following each annual meeting of stockholders, the board of directors shall hold a regular meeting for the purpose of transaction of other business. Notice of this meeting shall not be required.

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Section 8. OTHER REGULAR MEETINGS.

Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice, provided the notice of any change in the time of any such meetings shall be given to all of the directors. Notice of a change in the determination of the time shall be given to each director in the same manner as notice for special meetings of the board of directors.

Section 9.   SPECIAL MEETINGS.

Special meetings of the board of directors for my purpose or purposes may be called at any time by the chairman of the board to preside; or any vice president or the secretary or any two directors.

Notice of the time and place of special meetings shall be delivered personally or telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at his or her address as it is shown upon the records of the corporation. In case such notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of the holding of the meeting. In case of such notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours prior to the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated to either the director or to a person at the office of the director while the person giving the notice has reason to believe will promptly communicate it to the director. The notice e need not specie the purpose of the meeting or the place of the meeting is to be held at the principal executive office of the corporation.

Section 10.   QUORUM.

A majority of the authorized number of directors shall constitute a quorum on  the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 78.140 of the Nevada General Corporation Law (approval of contracts or transactions in which a director has a direct or indirect material financial interest) Section 78.125 (appointment of committees), and Section 78.751 (indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 11. WAIVER OF NOTICE.

A Wave of Notice of the transactions of any meeting of the board of directors, however called and noticed or wherever held shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. The waiver of notice of consent need not specify the purpose of the meeting.  All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.

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Section 12.  ADJOURNMENT.

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 13. NOTICE OF ADJOURNMENT.

Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.

Section 14. ACTION WITHOUT MEETING.

Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

Section 15. FEES AND COMPENSATION OF DIRECTORS.

Directors as members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the board of directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation such services. Members of special or sanding committees may be allowed like compensation attending committee meetings.

ARTICLE IV

COMMITTEES

Section I. COMMITTEES OF DIRECTORS.

The board of directors may by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of one or more directors, to serve at the pleasure of the board.

The board may designate one or more directors as alternate members of any committees, who may replace any absent member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with regard to:

            (a)     the approval of any action which, under the Nevada General Corporation Law, also requires stockholders' approval or approval of the outstanding shares;

            (b)     the filing of vacancies on the board of directors or in any committees;

            (c)     the fixing of compensation of die directors for serving on the board or on any committee;

            (d)     the amendment or repeal of bylaws or the adoption of new bylaws;

            (e)     the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

            (f)      a distribution to the stockholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

            (g)     the appointment of any other committees of the board of directors or the members thereof.

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Section 2.    MEETINGS AND ACTION BY COMMITTEES.

Meetings and action of committees shall be governed by, and held and taken in accordance with the provisions of Article III, Sections 6 (place of meetings), 8 (regular meetings), 9 (special meetings and notice),10 (quorum), II (waiver of notice),12 (adjournment), 13 (notice of adjournment) and 14 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time or regular meetings of committees shall by resolutions of the board of directors and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent.

The committees shall keep regular minutes of their proceedings and report the same to the board when board when required.

ARTICLE V

OFFICERS

Section I.  OFFICERS. The officers of the corporation shall be a president, a secretary and a treasurer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any two or more offices may be held by the same person.

Section 2.    ELECTION OF OFFICERS.

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this same person.

Article V, shall be chosen by the board of directors, and each shall serve at the pleasure of the board subject to the rights, if any, of an officer under any contract of employment. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, a vice president, a secretary and a treasurer, none of whom need be a member of the board. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 3.  SUBORDINATE OFFICERS. ETC.  

The board of directors may appoint, and may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the board of directors may from time to time determine.

Section 4.  REMOVAL AND RESIGNATION OF OFFICERS.

Officers of the corporation shall hold office until their successors are chosen and qualify. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors, at any regular or special meeting thereof, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power or removal maybe conferred by the board of directors.

Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any such resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 5.  VACANCIES IN OFFICES.

A vacancy in any office because death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to such office.

Section 6. CHAIRMAN OF THE BOARD.

The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by the bylaws. If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 7. PRESIDENT.

Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and the officers of the corporation. He shall preside at all meetings of the stockholder and, in the absence of the chairman of the board, of if there be none, at all meetings of the board of directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the bylaws. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

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Section 8.  VICE PRESIDENTS.

In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, advice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to a the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the bylaws, the president or the chairman of the board.

Section 9. SECRETARY.

The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and shall record, keep or cause to be kept, at the principal executive office or such other place as the board of directors may order, a book of minutes of all meetings of directors, committees of directors and stockholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors' and committee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation's transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of stockholders and of the board of directors required by the bylaws or by law to be given, and he shall keep the seal of the corporation in safe custody, as may be prescribed by the board of directors or by the bylaws.

Section 10.   TREASURER.

The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The Books of account shall at all reasonable times be open to inspection by any director.

The treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or the bylaws.

If required by the board of directors, the treasurer shall give the corporation a bonding such sum and with such surely or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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ARTICLE VI

INDEMNIFICATION OF DIRECTORS. OFFICERS, EMPLOYEES, AND OTHER AGENTS

Section 1.  ACTIONS OTHER THAN BY THE CORPORATION.

The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,

except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, has no reasonable cause to believe his conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

Section 2.     ACTIONS BY THE CORPRATION.

The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts to be paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 3.     SUCCESSFUL DEFENSE.

To the extent that a director, office, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections I and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees actually and reasonably incurred by him in connection with the defense.

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Section 4.     REQUIRED APPROVAL

Any indemnification under Sections I and 2, unless ordered by a court or advanced pursuant to Section 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

(a)     By the stockholders;

(b)     By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suitor proceeding;

(c)     If a majority vote of a quorum consisting of directors who were not parties to the act. suit or proceeding so orders, by independent legal counsel in a written opinion;

(d)     If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

Section 5. ADVANCE OF EXPENSES

The articles of incorporation, by-laws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by corporation as they are incurred and in advance of the final disposition of the action, suit proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled be indemnified by the corporation. The provisions of this section do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise bylaw.

(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to Section 2 or for the advancement of expenses

Section 6. OTHER RIGHTS.

The indemnification and advancement of expenses authorized in or ordered by a court pursuant to the Article VI: made pursuant to Section 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.

(a) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such person.

Section 7. INSURANCE.

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and incurred by him in any such capacity, or arising out f his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of his Article VI.

Section 8. RELIANCE ON PROVISIONS.

Each person who shall act as authorized representative of the corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.

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Section 9. SEVERABILTY.

If any of the provisions of this Article are held be invalid or non-enforceable, this Article shall be construed a s if it did not contain such invalid unenforceable provision and the remaining provisions of this Article shall remain in full force and effect.

Section 10.  RETROACTIVE EFFECT.

To the extent permitted by applicable law, the rights and powers granted pursuant to this Article VI shall apply to acts and actions occurring in progress prior to its adoption by the board of directors.

ARTICLE VII

RECORDS AND BOOKS

Section 1. MAINTENANCE OF SHARE REGISTER.

he corporation shall keep at its principal executive office, or at die office of its transfer agent or registrar, if either appointed and as determined by resolution of the board of directors, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each stockholder.

Section 2. MAINTENANCE OF BYLAWS.

The corporation shall keep at its principal executive office, or if its principal executive office is not in this State at its principal business office in this State, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the stockholders at all reasonable times during office hours. If the principal executive office of the corporation is outside this state and the corporation has no principal business office in this state, the secretary shall, upon the written request of any stockholder, furnish to such stockholder a copy of the bylaws as amended to date.

Section3. MAINTENANCE OF OTHER CORPORATE RECORDS.

The accounting books and records and minutes of proceedings of the stockholders and the board of directors and any committee or committees of the board of directors shall be kept at such place or places designated by the board of directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of this corporation and any subsidiary of this corporation. Such inspection by a director may b made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts. The foregoing rights of inspection shall extend to the records of each subsidiary of the corporation.

Setion 4. ANNUAL REPORT TO STOCKHOLDERS.

Nothing herein shall be interpreted as prohibiting the board of directors from issuing any annual or other periodic reports the stockholders of the corporation as they deem appropriate.

Section 5.  FINANCIAL STATEMENTS.

A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months.

Section 6. ANNUAL LIST OF DIRECTORS, OFFICERS, AND RESIDE AGENT.

The corporation shall, on or before December 31 of each year, file with the Secretary of State of Nevada, on the prescribed form, a list of its officers and directors and a designate of its resident agent in Nevada.

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ARTICLE VIII

GENERAL CORPORATE MATTERS

Section 1. RECORD DATE.

For purposes of determining the stockholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of any such meeting nor more than sixty (60)days prior to any other action, and in such case only stockholders of record on the date so fixed are entitled to notice and to vote or to receive the dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date fixed as aforesaid, except as otherwise provided in the Nevada General Corporation Law.

If the board of directors docs not so fix record date:

(a)The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b)The record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the board has been taken, shall be the day on which the first written consent is given.

(c) The record date for determining stockholders for any other purposes shall be at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

Section 2 .CLOSING OF TRANSFER BOOKS.

The directors may prescribed period not exceeding sixty (60) days prior to any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or my fix a date not more than sixty (60) days prior to the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting.

Section 3. REGISTERED STOCKHOLDERS.

The corporation shall entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

Section 4. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS.

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.

Section 5. CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXCUTED.

The board of directors, except as in the bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

Section 6. STOCK CERTIFICATES.

A certificate or certificates for shares of the capital stock of the corporation shall be issued to each stockholder when any such shares are partly paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that such certificates shall state the amount of the consideration to be paid therefore and the amount paid thereon. All certificates shall be signed in the name of the corporation by the president or vice-president and by the treasurer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the stockholder. When the corporation is authorized to issue shares of more than one class or more than one series of any class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any stockholders upon request and without charge, a full or summary statement of the designations, preferences and relatives, participating optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, and, if the corporation shall be authorized to issue only special stock, such certificate must set forth in full or summarize the rights of the holders of such stock. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

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No new certificate for shares shall be issued in place of any certificate theretofore issued unless the latter is surrendered and cancelled at the same time; provided, however, that a new certificate may be issued without the surrender and cancellation of the old certificate if the certificate theretofore issued is alleged to have been lost, stolen or destroyed. In case of any such allegedly lost, stolen or destroyed certificate, the corporation may require the owner thereof or the legal representative of such owner to give the corporation a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 7. DIVIDENDS.

Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of incorporation.

Before payment of any dividend, there may be act aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserves in the manner in which it was created.

Section 8. FISCAL YEAR.

The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 9. SEAL.

The corporate seal shall have inscribed thereon the name or the corporation, the year of its incorporation and the words "Corporate Seal, Nevada."

Section 10. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

The chairman of the board, the president, or any vice president, or any other person authorized by resolution of the board of directors by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority herein granted to said officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any such officer in person or by any person authorized to do so by proxy duly executed by said officer.

Section 11.   CONSTRUCTION AND DEFINITIONS.

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Nevada General Corporation Law shall govern the construction of the bylaws. Without limiting the generality of the foregoing, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.

ARTICLE IX

AMENDMENTS

Section 1. AMENDMENT BY STOCKHOLDERS.

New bylaws may be adopted or these bylaws may be amended or repealed by the affirmative vote of a majority of the outstanding shares entitled to vote, or by the written consent of stockholders entitled to vote such shares, except as otherwise provided by law or by the articles of incorporation.

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Section 2. AMENDMENT BY DIRECTORS.

Subject to the rights of the stockholders as provided in Section I of this Article, bylaws may be adopted, amended or repealed by the board of directors.

CERTIFICATE OF SECRETARY

           I, the undersigned, do hereby certify:

           I.       That I am the duly elected and acting secretary of GOLD ROCK HOLDINGS, INC., a Nevada corporation; and

           2.       That the foregoing Amended and Restated Bylaws,comprising twenty (20) pages, constitute the Bylaws of said corporation as duly adopted and approved by the board of directors of said corporation

by a Unanimous Written Consent dated as of January 05, 2015 and duly adopted and approved by the stockholders of said corporation at a special meeting held on January 05, 2015.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this 5thday of January 2015.

       By /s/ Dean Martin

              ------------

              Dean Martin

              Secretary

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EX-4.1

Exhibit 4.1

EX-10.1

Exhibit 10.1

GOLD ROCK HOLDINGS, INC. (GRHI)

Chairman of the Board/ President/ CEO/CFO

(Sole Officer/ Sole Director)

Compensation

AGREEMENT

This Chairman and President Compensation Agreement (this “Agreement”) is made as of the 1st day of January, 2017 by and among Gold Rock Holdings, Inc. (GRHI), a Nevada Corporation, having its principal place of business at 2020 General Booth Blvd., Unit 230 Virginia Beach, VA 23454 (“Company”), and Merle Ferguson, Chairman of Board (Chairman) President, CEO and CFO/ Secretary (a.k.a-Sole Officer/ Sole Director) and is made in light of the following recitals which are a material part hereof.

Recital: The Sole Officer and Sole Director is an individual business professionals with extensive back ground in account management, contract administration, public relations, acquisitions, staff management, team building, corporate strategy, contract negotiation, corporate finance, construction management, growth strategy, public company management.   

NOW THEREFORE, for and in consideration of good and valuable consideration, in hand paid, including, but not limited to the mutual promises set forth herein, the receipt and sufficiency of which is acknowledged by each party hereto, the parties hereby agree as follows:

1. Recitals Govern.  The parties desire to enter into this agreement for purposes of carrying out the above recitals and intensions set forth above and this Agreement shall be construed in light thereof.

2. Stock only for Services.  The parties desire to memorialize their agreement to adherer to Securities Act Release No. 33-7646, dated February 26, 1999 regarding registration of securities on Form 144 Rule 4.2 Section 4(2), incorporated herein by reference.  No duty, obligation, engagement or other thing imposed on either the Company or the Sole Officer/ Sole Director hereunder shall be construed to impose any duty, obligation or other engagement in violation of the letter or spirit of said release.

3. Services.  The Sole Officer and Sole Director agreed to provide services to the Company during the “Term” (as hereinafter defined).  Sole Officer / Sole Director agrees to provide such information, evaluation and analysis, in accordance with Services as will assist in maximizing the effectiveness of GRHI’s  business model both relative to its business model and to its present and contemplated capital structure.  The Sole Officer / Sole Director shall personally provide services and the Company understands that the nature of the services to be provided are part time and that the chairman will be engaged in other business and consulting activities during the term of this Agreement.

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3. a       Conflicts.  The Company waives any claim of conflict and acknowledges that Sole Officer / Sole Director has owned and continues to own and has consulted with interests in competitive businesses.

3. b       Confidential Information.  The Sole Officer / Sole Director agrees that any information received by the Sole Officer / Sole Director during any furtherance of the obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company will be treated by the Sole Officer / Sole Director in full confidence and will not be revealed to any other persons, firms or organizations.  In connection herewith, Sole Officer / Sole Director and the Company have entered into that Confidentiality Agreement in the form attached hereto as Schedule B.

3. c       Role Of Chairman.  Chairman shall be available to consult with the Board of Directors, the officers of the Company, and the heads of the administrative staff, at reasonable times, concerning matters pertaining to the financial organization of the related matters, the selection and retaining of institutional financial organizations, the relationship of the Company with those organizations.  Chairman shall represent the Company, its Board of Directors, its officers or any other members of the Company in any transactions or communications.

3.d       Role of CEO. A chief executive officer (CEO) is the highest-ranking executive in the company, whose primary responsibilities include making major corporate decisions, managing the overall operations and resources of a company, acting as the main point of communication between the board of directors (the board) and corporate operations and being the public face of the company.

3.d        Role of President.  President’s primary responsibilities include making major corporate decisions, managing the overall operations and resources of a company, acting as the main point of communication between the Board of Directors (the board) and corporate operations and being the public face of the company. 

3.e        Role of CFO.  A chief financial officer (CFO) is the senior executive responsible for managing the financial actions of a company. The CFO's duties include tracking cash flow and financial planning as well as analyzing the company's financial strengths and weaknesses and proposing corrective actions.

3.f       Role of Secretary. Corporate secretary manage all aspects of board of director and committee meetings, including everything from developing an agenda to arranging meeting logistics. They attend the meetings and ensure minutes are recorded. They also manage annual shareholders' meetings.

3.g       Liability.  With regard to the services to be performed by the Sole Officer / Sole Director pursuant to this Agreement, the Sole Officer / Sole Director shall not be liable to the Company, or to anyone who may claim any right due to any relationship with the Company, for any acts or omissions in the performance of services on the part of the Sole Officer / Sole Director or on the part of the agents or Chairman’s of the Chairman, except when said acts or omissions of the Sole Officer / Sole Director are due to willful misconduct or gross negligence.  The Company shall hold the Sole Officer / Sole Director free and harmless from any obligations, costs, claims, judgments, attorneys’ fees, and attachments arising from or growing out of the services rendered to the Company pursuant to the terms of this agreement or in any way connected with the rendering of services, except when the same shall arise due to the willful misconduct or gross negligence of the Sole Officer / Sole Director is adjudged to be guilty of willful misconduct or gross negligence by a court of competent jurisdiction.

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4. Term.  The term of this Agreement shall commence January 1, 2017 and shall continue for a period of, five (5) Years, from that date (ending December 31, 2021), unless sooner terminated as provided herein.  It is understood that this Agreement shall not automatically renew and no obligations to renew are implied notwithstanding continued efforts to fulfill terms and conditions incomplete as of the termination of this Agreement. This Agreement  and the duties and obligations of the Chairman may be terminated by either party giving thirty (30) days prior written notice to the other but the compensation to the end of the contract and any previously incurred and approved expenses shall be deemed earned by and due to Sole Officer / Sole Director. Or termination through majority shareholder votes on early termination.

5. Compensation.  In consideration of the execution of the Agreement, and the performance of his obligations hereunder, and in lieu of cash compensation, the Chairman shall receive a fee of Thirty Thousand Dollars US ($30,000.00) per year for five (5) years of services rendered, payable in new common S3, S8, or restricted shares (dependent upon registration availability), cash or combination of cash and shares of Gold Rock Holdings, Inc. (hereinafter, the “Shares”). As per agreement between the Company and Sole Officer / Sole Director, the compensation for services for year one of this contract to be issued in full within 30-days after the year-one of the agreement.  If shares are used for compensation, issuance to be based on GRHI’s closing stock price within 30-days after the yearly anniversary date of the agreement as follows: January 31, 2018 ($30,000), 2019 ($30,000), 2020 ($30,000), 2021 ($30,000) and 2022 ($30,000).  

Sole Officer / Sole Director agrees to pay certain reasonable cash expenses for the Company, as warranted, not to exceed Twenty Thousand Dollars US ($20,000.00) in any given year, and these payments made by Sole Officer / Sole Director on behalf of GRHI shall be in addition to the above compensation calculation and paid with 144 - restricted or S-8 shares within 30-days of receipts justifying payment(s).

6. Expenses.  The Company shall pay or reimburse the Sole Officer / Sole Director for all reasonable travel, business and miscellaneous expenses incurred in performing its duties under this Agreement, subject to prior approval (accept per paragraph #5 above).

7. Control as to Time and Place and Manner where Services Will Be Rendered.  It is anticipated the Sole Officer / Sole Director will spend up to 40 hours per week fulfilling its obligations under this Agreement.  The particular amount of time may vary from day to day or week to week.  The Sole Officer / Sole Director shall not be entitled to any additional compensation except where the Sole Officer / Sole Director performs more than 60 hours, subject to the prior written approval of the Company.  If additional work is approved, the Sole Officer / Sole Director will submit an itemized statement setting forth the time spent and services rendered, and the Company will pay the amounts due as indicated by statements submitted within thirty (30) days of receipt. Both the Company and the Sole Officer / Sole Director agree to act as an independent contractor in the performance of the duties under this Agreement.  The Sole Officer / Sole Director will perform most services in accordance with this Agreement at a location and at times chosen in his discretion.  The Company may from time to time request that the Sole Officer / Sole Director arrange for the services of others but Sole Officer / Sole Director shall choose and contract with same.  The Sole Officer / Sole Director cannot employ others without the prior authorization of the Company.  Accordingly, the Chairman / President shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the Sole Officer’s / Sole Director’s activities in accordance with this Agreement, including by way of illustration but not limitation, Federal and state income tax, Social Security tax, unemployment insurance taxes, and other taxes or business license fee as required.  Except as otherwise may be agreed, the Sole Officer / Sole Director shall at all times be in an independent contractor, rather than co-venture, agent, or representative of the Company.

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8. Representations and Warranties.  The Company represents and warrants that (1) the shares being issued and/or sold pursuant to option are authorized to be issued by the Company; (ii) The Company has full right, power, and corporate authority to execute and enter into this Agreement, and to execute all underlying documents and to bind such entity to the terms and obligations hereto and to the underlying documents and to deliver the interests and consideration conveyed thereby, same being authorized by power and authority vested in the party signing on behalf of the Company; (iii) the Company has and will have full right, power, and authority to sell, transfer, and deliver the shares being issued and/or sold pursuant to option; (iv) the Company has no knowledge of any adverse claims affecting the subject shares and there are no notations of any adverse claims marked on the certificate for same; and (v) upon receipt, Sole Officer / Sole Director or his nominee will acquire the shares being issued and/or sold pursuant to option, free and clear of any security interests, mortgage, adverse claims, liens, or encumbrances of any nature or description  whatsoever, subject only to matters pertaining to the sale of securities generally including but not limited to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any state, rule, or regulation relating to the sale of securities (collectively, “Securities Laws”).  In the event that Sole Officer / Sole Director accepts shares not yet subject to a valid registration statement, Sole Officer / Sole Director represents and warrants to the Company that he will acquire same for investment and not with a view to the sale or other distribution thereof and will not at any time sell, exchange, transfer, or otherwise dispose of same under circumstances that would constitute a violation of Securities Laws.  Each party acknowledges the creation, modification and/or transfer of securities and represents and warrants to all others that it has reviewed the transaction with counsel and that no registration or representations are required and that all rights of recourse or rescission resulting from such transfer, to the extent permitted by law, are waived and each party represents and warrants to all others that no marketing of securities to the public has occurred.  Each of the warranties, representations, and covenants, contained in this Agreement by any party thereto shall be continuous and shall survive the delivery of Sole Officer / Sole Director Services, the Compensation and the termination of this Agreement.

9. Arbitration.  Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance of the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) shall be entered in any court having jurisdiction thereof.  For that purpose and the resolution of any claim hereunder, the parties hereto consent to the jurisdiction and venue of an appropriate court located in the State of Virginia.  In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.  In such event, no action shall be entertained by said court or any court competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.

10.  Notices.  All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or delivered by Facsimile or delivered personally to the address written above or to such other address of which the addressee shall have notified the sender in writing.  Notices mailed in accordance with this section shall be deemed given when mailed.

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11. Binding Effect, Assignment and Succession.  All covenants and agreements contained in this Agreement by or on behalf of any parties hereto shall bind and inure to the benefit of his, her or its respective heirs, personal representatives, successors, and assigns, whether so expressed or not.  Except for assignment of the options as provided above, no party to this Agreement may, however, assign his rights hereunder or delegate his obligations hereunder to any other person or entity without the express prior written consent of the other parties hereto.

12.  Entire Agreement and Interpretation.  This Agreement, including any exhibits and schedules hereto, constitutes and contains the entire agreement of the Company and the Sole Officer / Sole Director with respect to the provision of Sole Officer / Sole Director Services and Compensation and supersedes any prior agreement by the parties, whether written or oral.  It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.  The waiver of a breach of any term or condition of this Agreement must be written and signed by the party sought to be charged with such waiver, and such waiver shall not be deemed to constitute the waiver of any other breach of the same or of any other term or condition of this agreement.  This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada without regard to its rules and laws regarding conflicts of laws and each of the parties hereto irrevocably submit to the exclusive jurisdiction of any United States Federal court sitting in the State of Nevada over any action or proceeding arising out of or relating to this Agreement.  The parties hereto further waive any objection to venue in the State of Nevada and any objection to an action or proceeding in the same on the basis of forum non-convenes.

13.  Miscellaneous.  The section headings contained in this Agreement are inserted as a matter of convenience and shall not be considered in interpreting or construing this Agreement.  This Agreement may be executed concurrently in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions.  Time is of the essence of this Agreement and the obligations of the parties hereto.

IN WITNESS WHEREOF, the Company and the Chairman have executed this Agreement as of the day and year first written above.

For the Company:     

/s/ Merle Ferguson

Merle Ferguson

Chairman / President/ CEO/ President/ CFO/ Secretary (a.k.a-Sole Officer / Sole Director)

Individually:

/s/ Merle Ferguson

Merle Ferguson

As: Chairman / President/ CEO/ President/ CFO/ Secretary (a.k.a- Sole Officer / Sole Director)                                              

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SCHEDULE “A” TO CONSULTING AGREEMENT

Schedule of Services and Deliverables

Sole Officer / Sole Director shall provide the following Strategic Services:

Sole Officer / Sole Director agrees to provide all necessary judiciary responsibilities and provide necessary guidance and expertise.

SCHEDULE “B” TO CONSULTING AGREEMENT

Confidentiality Agreement

This Confidentiality Agreement (hereafter this “Agreement”), is made as of the 1st day of January, 2016 by Bravo Multinational, Inc., a  Nevada Corporation, having its principal place of business at 2020 General Booth Blvd, Unit 230, Virginia Beach, VA, 23454 (“Company”), and  Merle Ferguson Chairman / President/ CEO/ President/ CFO/ Secretary (a.k.a- Sole Officer / Sole Director). Given that the Company and Sole Officer / Sole Director each desire to make certain confidential information concerning the Company, its technology, its investments, its marketing strategies, its capitalization and finances and its business as well as similar confidential information lawfully possessed by the Sole Officer / Sole Director (collectively, the “Information”) for purposes agreed to be legitimate and the Company and Sole Officer / Sole Director each agree to hold such Information confidential pursuant to the terms of this Agreement, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which is acknowledged and with the intent to be legally bound hereby, the Company and the Sole Officer / Sole Director agree as follows:

1. The Information includes, but is not limited to, (i) all information on the Company, (ii) any and all data and information given or made available to the Chairman by the Company for evaluation purposes, whether written or in machine-readable form, (iii) any and all of the Company’s and Sole Officer’s / Sole Director’s notes, work papers, investigations, studies, computer printouts, and any other work including electronic data files, regardless of nature containing any such data and information and (iv) all copies of any of the foregoing.

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2. The Sole Officer / Sole Director and Company each understand that the Information is proprietary to the Company and Chairman and each agrees to hold the Information given by the other strictly confidential.  The Company and Sole Officer / Sole Director each agree that the Information shall be used only by the Company and Chairman and only for the purpose of reviewing and evaluating the activities of the Company, and shall not be used for any other purpose or be disclosed to any third party. Neither the Company nor its Sole Officer / Sole Director shall have the right to make copies or hold copies or documents except for reports and notes which have been generated by them, which reports and notes shall be retained for their exclusive use and shall remain confidential.

3. It is understood that this Confidentiality Agreement shall not apply to any information otherwise covered herein (i) which known to either the Company or the Sole Officer / Sole Director prior to the date of the Confidentiality Agreement, (ii) which is disclosed to the Sole Officer / Sole Director or the Company by a third party who has not directly or indirectly received such Information in violation of an agreement with party from whom it was received or (iii) which is generally known within the industry.

4. The Company and the Sole Officer / Sole Director each agree to be fully responsible and liable to the other for any and all damages caused by reason of disclosure of Information in violation of this Confidentiality Agreement by the receiving party or any of its assigns or successors.

5. This Confidentiality Agreement shall be governed by and construed in accordance with the State Laws of Nevada and shall be enforceable solely by and be for the sole benefit of the Sole Officer / Sole Director and Company, their successors and assigns.

In witness whereof, the Company and the Sole Officer / Sole Director have executed this Agreement as of the date above.

For the Company:

/s/ Merle Ferguson

Merle Ferguson

Chairman / President/ CEO/ President/ CFO/ Secretary (a.k.a-Sole Officer / Sole Director)

Individually:

/s/ Merle Ferguson

Merle Ferguson

As: Chairman / President/ CEO/ President/ CFO/ Secretary (a.k.a-Sole Officer / Sole Director)

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EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

Gold Rock Holdings, Inc. (GRHI), a Nevada corporation, desires to have services provided by Richard Kaiser, through his Company, YES INTERNATIONAL, LLC, a Virginia Limited Liability Corporation.

Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES. 

Beginning on November 01, 2019, Richard Kaiser will provide the following services (collectively, the Services”): General Consulting for Management and provide executive office space.

2. PERFORMANCE OF SERVICES. 

The manner in which the Services are to be performed and the specific hours to be worked by Richard Kaiser shall by Gold Rock Holdings, Inc. and Richard Kaiser to work as many hours as may be reasonably necessary to fulfill the obligations under this Agreement.  YES INTERNATIONAL, LLC, an entity controlled by Richard Kaiser will provide office space, phones and fax for the Company at no charge.

3. PAYMENT. 

Gold Rock Holdings, Inc. will pay a fee to Richard Kaiser for the Services in the amount of $1,000.00 (One Thousand Dollars) per month.This fee shall be payable in a cash and/or restricted shares and/or S-8 registered shares.

4. NEW PROJECT APPROVAL. 

Richard Kaiser and Gold Rock Holdings, Inc. recognize that Richard Kaiser’s Services will include working on various projects for GRHI.  Richard Kaiser shall obtain the approval of Gold Rock Holdings, Inc. prior to the commencement of a new project.

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5. TERM/TERMINATION. 

This Agreement is a 2-year agreement which shall terminate on October 31, 2021 at 5:00PM ET but can continue on a month-to-month bases per agreement by all parties with a 30-day notification prior to termination.

6. RELATIONSHIP OF PARTIES. 

It is understood by the parties that Richard Kaiser is an independent contractor with respects to Gold Rock Holdings, Inc. and not an employee. GRHI will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Richard Kaiser.

7. INDEMNIFICATION. 

Richard Kaiser and YES INTERNATIONAL, LLC agrees to indemnify and hold harmless Gold Rock Holdings, Inc. from all claims, losses, expenses, fees including attorney fees, costs, and Judgments that may be asserted against GRHI that result from the acts or omissions of Richard Kaiser, YES INTERNATIONAL’s employees, if any, and Richard Kaiser’s  / YES INTERNATIONAL’s agents.

8. RETURN OF RECORDS.

Upon termination of this Agreement, Richard Kaiser shall deliver all records, notes, data,memorandums, models, and equipment of any nature that are in Richard Kaiser’s possession or under Richard Kaiser’s control and that are GRHI’s property or relate to Gold Rock Holdings, Inc.’s business.

9. NOTICES. 

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:

IF for Gold Rock Holdings, Inc.:

Merle Ferguson

Chairman

Gold Rock Holdings, Inc.

2020 General Booth Blvd Suite 230 Virginia Beach, Virginia 23454

IF for Richard Kaiser / YES INTERNATIONAL LLC:

Richard Kaiser

3419 Virginia Beach Blvd, Unit 252

Virginia Beach, VA 23452

Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.

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10. ENTIRE AGREEMENT. 

This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement(s) whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

11. AMENDMENT. 

This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

12. SEVERABILITY. 

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

13. WAIVER OF CONTRACTUAL RIGHT. 

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

14. APPLICABLE LAW.

 This Agreement shall be governed by the laws of the State of Virginia.

15. INTERRUPTION OF SERVICE. 

Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edits, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties' respective obligations hereunder shall resume. In the event the interruption of the excused party's obligations continues for a  period in excess of thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days' prior written notice to the other party.

16. ASSIGNMENT.

Richard Kaiser  agrees that it will not assign, sell, transfer, delegate or otherwise dispose of any rights or obligations  under this Agreement without the prior written consent of GRHI. Any purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of Gold Rock Holdings, Inc.  with, or its merger into, any other corporation, or the sale by Gold Rock Holdings, Inc. of all or substantially all of its properties or assets, or the assignment by   Gold Rock Holdings,  Inc. of this Ageement and the performance of  its obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing,  this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.

This Agreement shall be signed on behalf of Gold Rock Holdings, Inc. by Merle Ferguson, Chairman / CEO and on behalf of Richard Kaiser by Richard Kaiser, Principal, YES INTERNATIONAL LLC and effective as of the date first above written.

This Consulting Agreement is executed and agreed to by:

/s/ Merle Ferguson

____________________________

Merle Ferguson

Gold Rock Holdings, Inc.

Date: November 01, 2019

/s/ Richard Kaiser

________________________

Richard Kaiser

YES INTERNATIONAL, LLC.

Date: November 01, 2019

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation in this Registration Statement on Form 10 of our report dated June 30, 2021, relating to the financial statements of Gold Rock Holdings, Inc., as of December 31, 2020 and 2019 and to all references to our firm included in this Registration Statement.  

Certified Public Accountants

Lakewood, CO

June 30, 2021