Private Placement Form 8 K

Item 3.02 - Unregistered Sale of Equity Securities.

On June 24, 2024, Gold Rock Holdings, Inc. ("Company"), the Registrant, issued to an accredited investor a total of 1,250,000 common shares, par value $0.001, pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The issuance was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of the issuance. In addition, the transferee of the common stock represented that he had the necessary investment intent as required by Section 4(2) and agreed to receive share certificates or book entry shares containing a legend that states the securities were restricted pursuant to Rule 144 of the Securities Act. The shares were issued at $0.06 per share through an effectuated "Subscription Agreement."

After the issuance the Company's common stock, par value $0.001, has outstanding shares at 238,136,969.

Financial Item 9.01 -Financial Statements and Exhibits.

(a) Financial statements of business acquired. Not applicable.

(b) Pro forma financial information. Not applicable.

(c) Shell company transactions. Not applicable.

(d) Exhibits.

Exhibit No.	Description
10.1+	Subscription Agreement

+Filed herewith

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