U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021.

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

Commission file number: 000-56304

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

_________________________________________________

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

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

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

Large accelerated filer ☐	Accelerated filer ☐

| Non-accelerated filer ☒ | Smaller reporting company ☒ |

| Emerging growth company ☐ | |

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. ☐

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: At August 05, 2021 the registrant had outstanding 47,227,500 shares of common stock, par value $0.001 per share.

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TABLE OF CONTENTS

	PAGE

| PART I | |

| Item 1.Condensed Unaudited Financial Statements​​ | 3 | | Item 2.Management’s Discussion and Analysis of Financial<br>Condition and Results of Operations | 11 | | --- | --- | | Item 3.Quantitative and Qualitative Disclosures About Market<br>Risk | 16 | | Item 4.Controls and Procedures | 16 | | PART II | | | Item 1.Legal Proceedings | 18 | | Item 1A.Risk Factors | 18 | | Item 2.Unregistered Sales of Equity Securities and Use of<br>Proceeds | 18 | | Item 3.Defaults Upon Senior Securities | 18 | | Item 4.Mining Safety Disclosures | 18 | | Item 5.Other Information | 18 | | Item 6.Exhibits | 19 | | Signatures | 19 |

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GOLD ROCK HOLDINGS, INC.
	FINANCIAL REPORTS

| | AT |

| | JUNE 30, 2021 | | INDEX TO FINANCIAL STATEMENTS | | | --- | --- |

| Condensed Balance Sheets at June 30, 2021- Unaudited and December 31, 2020 - Unaudited | 4 |

| Condensed Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020 - Unaudited | 5 |

| Condensed Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 - Unaudited | 6 |

| Condensed Statements of Stockholders' Equity for the Three and Six Months Ended June 30, 2021 and 2020 - Unaudited | 7 |

| Notes to the Condensed Unaudited Financial Statements - Unaudited | 8-10 |

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Gold Rock Holdings, Inc.

CONDENSED BALANCE SHEETS - UNAUDITED

| | | December 31, | |

| | | 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 | 6,954 | $ | 14,000 |

| Accrued Board of Director Compensation | 4,000 | | 90,000 | | Total Current Liabilities | 10,954 | | 104,000 | | Total Liabilities | 10,954 | | 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 | 71,923 | | (41,927) |

| Accumulated Deficit | (168,404) | | (107,500) | | Total Stockholders' Deficit | (9,254) | | (102,200) | | Total Liabilities and Stockholders' Deficit | 1,700 | $ | 1,800 |

All values are in US Dollars.

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

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Gold Rock Holdings, Inc.

CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED

| | Three Months Ended June 30, | | | | Six Months Ended June 30, | | | |

| | 2021 | | 2020 | | 2021 | | 2020 | | | Sales | $ | — | $ | — | $ | — | $ | — | | Cost of Sales | | — | | — | | — | | — | | Gross Profit | | — | | — | | — | | — | | Operating Expenses | | | | | | | | |

| Board of Director Compensation | | — | | — | | 30,000 | | 30,000 |

| Consulting | | 3,000 | | 3,000 | | 6,000 | | 6,000 |

| General and Administrative | | 24,604 | | 300 | | 24,904 | | 600 | | Total Expenses | | 27,604 | | 3,300 | | 60,904 | | 36,600 | | Net Loss for the Period | $ | (27,604) | $ | (3,300) | $ | (60,904) | $ | (36,600) | | Weighted Average Number of Common Shares - Basic and Diluted​​ | | 87,227,500 | | 47,227,500 | | 68,884,959 | | 47,227,500 | | Net Loss for the Period Per Common Shares -Basic and Diluted | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.00) |

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

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Gold Rock Holdings, Inc.

CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED

| Cash Flows from Operating Activities | | | | | | Net Loss for the Period | $ | (60,904) | $ | (36,600) |

| 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 | | 6,954 | | 5,600 |

| Accrued Board of Directors Compensation | | 4,000 | | 30,000 | | Net Cash Flows Used In Operating Activities | | (17,850) | | (1,000) | | Cash Flows from Investing Activities | | — | | — | | Cash Flows from Financing Activities | | | | |

| Capital Contributions from Directors | | 17,850 | | 1,000 | | Net Cash Flows Provided by Financing Activities | | 17,850 | | 1,000 | | 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 unaudited condensed consolidated financial statements.

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Gold Rock Holdings, Inc.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - UNAUDITED
	Common Stock			Additional				Total

| | 0.001 Par | | | Paid-In | | Accumulated | | Stockholders' |

| For The Six Months Ended June 30, 2020 | Shares | Amount | | Capital | | Deficit | | Deficit | | Balance - January 1, 2020 | 47,227,500 | 47,227 | $ | (44,427) | $ | (63,400) | $ | (60,600) | | Capital Contributions - Director | — | — | | 1,000 | | — | | 1,000 | | Net Loss for the Period | — | — | | — | | (36,600) | | (36,600) | | Balance - June 30, 2020 | 47,227,500 | 47,227 | $ | (43,427) | $ | (100,000) | $ | (96,200) |

All values are in US Dollars.

	Common Stock			Additional				Total

| | 0.001 Par | | | Paid-In | | Accumulated | | Stockholders' |

| For The Six Months Ended June 30, 2021 | 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 | — | — | | 17,850 | | — | | 17,850 | | Net Loss for the Period | — | — | | — | | (60,904) | | (60,904) | | Balance - June 30, 2021 | 87,227,500 | 87,227 | $ | 71,923 | $ | (168,404) | $ | (9,254) |

All values are in US Dollars.

	Common Stock			Additional				Total

| | 0.001 Par | | | Paid-In | | Accumulated | | Stockholders' |

| For The Three Months Ended June 30, 2020 | Shares | Amount | | Capital | | Deficit | | Deficit | | Balance - April 1, 2020 | 47,227,500 | 47,227 | $ | (43,727) | $ | (96,700) | $ | (93,200) | | Capital Contributions - Director | — | — | | 300 | | — | | 300 | | Net Loss for the Period | — | — | | — | | (3,300) | | (3,300) | | Balance - June 30, 2020 | 47,227,500 | 47,227 | $ | (43,427) | $ | (100,000) | $ | (96,200) |

All values are in US Dollars.

	Common Stock			Additional				Total

| | 0.001 Par | | | Paid-In | | Accumulated | | Stockholders' |

| For The Three Months Ended June 30, 2021 | Shares | Amount | | Capital | | Deficit | | Deficit | | Balance - April 1, 2021 | 87,227,500 | 87,227 | $ | 54,173 | $ | (140,800) | $ | 600 | | Capital Contributions - Director | — | — | | 17,750 | | — | | 17,750 | | Net Loss for the Period | — | — | | — | | (27,604) | | (27,604) | | Balance - June 30, 2021 | 87,227,500 | 87,227 | $ | 71,923 | $ | (168,404) | $ | (9,254) |

All values are in US Dollars.

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

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GOLD ROCK HOLDINGS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS - UNAUDITED

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NOTE 1 – Organization & Description of Business

The Company was incorporated in the State of Nevada in February 1997 as Affordable Homes of America. In March 1999 we merged into Kowtow, Inc. and changed our name to Affordable Homes of America, Inc. On October 12, 2000 we changed our name to World Homes, Inc. and on August 23, 2001 we changed our name to Composite Industries of America, Inc. On September 02, 2004, the Company changed its name to Gold Rock Holdings, Inc. On January 08, 2009 the Company did a name change to The Affordable Homes Group, Inc. On March 01, 2011 the Company changed its name to Global Green Group, Inc. 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 June 30, 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 and six months ended June 30, 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.

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GOLD ROCK HOLDINGS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS - UNAUDITED

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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 and six months ended June 30, 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.

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GOLD ROCK HOLDINGS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS - UNAUDITED

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NOTE 5 – Related Party Transactions

During the six months ended June 30, 2021 and 2020, the sole board of director paid all expenses of the Company in the amount of $17,850 and $1,000, respectively. The amount paid during the six months ended June 30, 2021 and 2020 was not to be reimbursed therefore, additional paid in capital was increased by $17,850 and $1,000, respectively for 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 June 30, 2021 and December 31, 2020 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 June 30, 2021 and December 31, 2020 there were 87,227,500 and 47,227,500 shares issued and outstanding, respectively.

During the six months ended June 30, 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 six months ended June 30, 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 June 30, 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.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with our financial statements and related notes thereto included in Part I, Item 1, above.

Forward Looking Statements

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

·our future strategic plans

·our future operating results;

·our business prospects;

·our contractual arrangements and relationships with third parties;

·the dependence of our future success on the general economy;

·our possible future financing; and

·the adequacy of our cash resources and working capital.

·the Covid-19 Pandemic.

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.

Covid-19 Pandemic

Management is currently aware of the global and domestic issues arising from the Covid-19 pandemic and the possible direct and indirect affects on the company's operations which 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, 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, as the Company implements its business plan. These may include: (i) variations in revenue, (ii) possible inability to attract investors for the Company's 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.

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

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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 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 accretive 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. Gold Rock Holding's management evaluates each engineering and consulting job on a case by case bases with the intent to enter into a contract for its "UGnet" services. At this time, Gold Rock Holdings, Inc. has no contracts.

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.

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

Transfer Agent

Our transfer agent is Signature Stock Transfer, Inc. whose address is 14673 Midway Road, Suite 220, Addision, Texas, 75001 and its telephone number 972-612-4120.

Company Contact Information

Our principal executive and subsidiary offices are located at 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454, telephone (757) 306-6090. The information to be contained in our Internet website, www.goldrockholdings.us **(**currently under development), shall not constitute part of this report.

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

Overall Operating Results:

Three Months – June 30, 2021 and 2020 Statements

The Sales Revenue for the three months ended June 30, 2021 and for the three months ended June 30, 2020 were $-0- and $-0-, respectively. During the three months ended June 30, 2021 the Company had no underground fiber contracts, and for the same period ending June 30, 2020 the Company had no underground fiber contracts.

The Cost of Goods Sold for the three months ended June 30, 2021 was $-0- and the Cost of Goods Sold for the three months ended June 30, 2020 was $-0-.

Gross Margins for the three months ended June 30, 2021 was 0% , and during the same period in 2020 was 0%; no contracts for the laying of underground fiber and copper cables.

Gross Profit for the three months ended June 30, 2021 was $-0- and for the three months ended June 30, 2020 was $-0-.

Operating expenses for three months ended June 30, 2021, totaled $27,604 from Consulting Expense and General and Administrative Expenses, compared to $3,300 for the three months ended June 30, 2020. This increase in June 30, 2021compared to the same period ended June 30, 2020 was attributed to higher expenses General and Administrative Expenses.

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Six Months – June 30, 2021 and 2020 Statements

The Sales Revenue from the Company for the six months ended June 30, 2021 and for the six months ended June 30, 2020 were $-0- both periods; no underground laying of fiber contracts.

The Cost of Sales for the six months ended June 30, 2021 was $-0- and for the six months ended June 30, 2020 was $-0- respectively.

Gross Margins for the six months ended June 30, 2021 was 0%, and for six months ended June 30, 2020 was 0%; no contracts for the laying of underground fiber and copper cables.

Gross Profit for the six months ended June 30, 2021 was $-0- and for the six months ended June 30, 2020 was $-0-.

Operating expenses for six months ended June 30, 2021, totaled $60,904 from Board of Director Compensation, Consulting Expense and General and Administrative Expenses, compared to $36,600 for the six months ended June 30, 2021. This increase during the same six month period ended June 30, 2021 was attributed to higher expenses General and Administrative Expenses.

Net Loss:

Net loss for the three month ended June 30, 2021 and 2021 were $27,604 and $3,330 , respectively. Net loss for the six month ended June 30, 2020 and 2021 were $60,904 and $36,600, respectively.

Liquidity and Capital Resources:

As of June 30, 2021, the Company’s assets totaled $1,700, which consisted of cash. Our total liabilities were $10,954. As of June 30, 2021, the Company had an accumulated deficit of $168,404 and working capital deficit $9,254.

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 written commitment from its CEO in Mr. Merle Ferguson's employment contract ( See Exhibit 10.01) to advance funds as necessary in meeting the Company's operating requirements.

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.

Cash Provided by (Used in) Operating Activities

Net cash used in operating activities for the six months ended June 30, 2021 and 2020 were $17,850 and $1,000 respectively. The increased amount was attributed to General and Administrative cost that were used in operational and professional fee expenses.

Cash Flows from Investing Activities

Net cash used in investing activities was $-0- for both the six month periods ended June 30, 2021 and 2020.

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Cash Provided by (Used In) Financing Activities

Net cash provided by financing activities was $17,850 for six month ended June 30, 2021 from Capital Contributions from Directors, and was $1,000 for six month ended June 30, 2020 from the amount of Capital Contributions from the Company's directors ..

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Critical accounting policies include revenue recognition and stock-based compensation. 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, 2019. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them.

Stock-Based Compensation

We account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718,Compensation—Stock Compensation, which requires all share-based payments, including grants of stock options, to be recognized in the financial statements based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including revenue recognition.  The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Going Concern

We have incurred net losses since our inception. We anticipate incurring additional losses before realizing growth in revenue and we will depend on additional financing in order to meet our continuing obligations and ultimately to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2021.

Our management, with the participation of our (principal executive officer, and our principal accounting officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

Based on this evaluation, our management has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive officer, our principal accounting officer and our principal financial officer), to allow timely decisions regarding required disclosure. The reason or these deficiencies are as follows:

1)	We have an inadequate number of personnel.
2)	We do not have sufficient segregation of duties within<br> our accounting functions.
3)	We have insufficient written policies and procedure over<br> our disclosures.

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Evaluation of Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate, because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has conducted, with the participation of our principal executive officer and our principal accounting officer, an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2021 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of June 30, 2021, our Company’s internal control over financial reporting was not effective based on present company activity. Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over Company activities as well as more stringent accounting policies to track and update our financial reporting.

Changes in Internal Controls over Financial Reporting

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended June 30, 2021, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

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, some companies have canceled conferences and travel plans and are requiring 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 interfere with the pursuit of our business plan. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the outbreak 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.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

At this time, there are no materials 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 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS

Index to Exhibits.

Exhibit No.     Description of Exhibit

10.1

Employment Agreement – Merle Ferguson

10.2

Consulting Agreement –Richard Kaiser

31.1

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

31.2

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

32.1

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

32.2

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

101.INS XBRL Instance Document (XBRL tags are

embedded within the Inline XBRL document). +

101.SCH Inline XBRL Taxonomy Extension Schema

Document.

101.CAL Inline XBRL Taxonomy Extension Calculation

Linkbase Document.+

101.LAB Inline XBRL Taxonomy Extension Label

Linkbase Document.+

101.PRE Inline XBRL Taxonomy Extension Presentation

Linkbase Document.+

101.DEF Inline XBRL Taxonomy Extension Definition

Linkbase Document.+

104 Cover Page Interactive Data File (formatted

as Inline XBRL and contained in Exhibit 101+

* Previously filed

• filed herewith

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GOLD ROCK HOLDINGS, INC.

Dated: August 6, 2021	By:  /s/ Merle Ferguson<br><br> <br>Merle Ferguson<br><br> <br>Chief Executive Officer / President / Chairman

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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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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 onOctober 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.

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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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EXHIBIT 31.1

CERTIFICATION

I, Merle Ferguson, certify that:

1.		I have reviewed this quarterly report of Gold Rock Holdings, Inc. on Form 10-Q;
2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.		The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
	By:	/s/ Merle Ferguson
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August 6 , 2021		Merle Ferguson<br><br> <br>Chief Executive Officer / Chairman<br><br> <br>(Principal Executive Officer)

EXHIBIT 31.2

CFO CERTIFICATION

I,Merle Ferguson, certify that:

1.		I have reviewed this quarterly report of Gold Rock Holdings, Inc. on Form 10-Q;
2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.		The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
	By:	/s/ Merle Ferguson
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August 6, 2021		Merle Fergsuon<br><br> <br>Chief Financial Officer / Chairman<br><br> <br>(Principal Accounting and Principal Financial Officer)

EXHIBIT 32.1

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CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Merle Ferguson certify, to my best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Gold Rock Holdings, Inc., on Form 10-Q for the quarter ended June 30, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Gold Rock Holdings, Inc.

	By:	/s/ Merle Ferguson
August 6, 2021		Merle Ferguson<br><br> <br>Chief Executive Officer/ Chairman<br><br> <br>(Principal Executive Officer)

EXHIBIT 32.2

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CERTIFICATION OF CHIEF FINANCIAL OFFICER

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Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Merle Ferguson, certify, to my best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Gold Rock Holdings, Inc. on Form 10-Q for the quarter ended June 30, 2021, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Gold Rock Holdings, Inc.

	By:	/s/ Merle Ferguson
August 6, 2021		Merle Ferguson<br><br> <br>Chief Financial Officer / Chairman<br><br> <br>(Principal Accounting and Principal Financial Officer)