UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. N/A)
GOLD ROCK HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
303709303
(CUSIP Number)
Richard Kaiser, 2020 General Booth Blvd., Suite 230 Virginia Beach, VA 23454 (757) 306-6090
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 26, 2024
(Date of Event which Requires Filing of this Statement)
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CUSIP No. 303709303
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| Page 1 of 5 Pages
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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1
| NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MARCUS DALEY
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2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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| (a) ☐
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| (b) ☐
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3
| SEC USE ONLY
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4
| SOURCE OF FUNDS
PF
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5
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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| Not Applicable
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6
| CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
| 7
| SOLE VOTING POWER
165,032,519
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SHARES
BENEFICIALLY
OWNED BY
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| SHARED VOTING POWER
0
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EACH
REPORTING
PERSON
| 9
| SOLE DISPOSITIVE POWER
165,032,519
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WITH
| 10
| SHARED DISPOSITIVE POWER
0
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11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,032,519
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12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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| ☐
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13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.30%
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14
| TYPE OF REPORTING PERSON
IN
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CUSIP No. 303709303
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| Page 2 of 5 Pages
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Item 1.
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| (a)
| Name of Issuer: Gold Rock Holdings, Inc.
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| (b)
| Address of Issuer’s Principal Executive Offices: 2020 General Booth Blvd., Suite 230, Virginia Beach, VA 23454
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Item 2.
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| (a)
| Name of Person Filing: This statement is filed by Mr. Marcus Daley, and he individually owns 165,032,519 shares of the Issuer’s common stock.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to the beneficial ownership of the securities reported herein.
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| (b)
| Address of the Reporting Persons is 2214 Temple View Dr. Provo, UT 84604
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| (c)
| During the last five years, Mr. Daley has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons acquired the shares of common stock of GRHI for the purchase price of $520,000, and such funds were obtained through personal savings.
Item 4. Purpose of the Transaction.
The Reporting Persons acquired their beneficial ownership in the shares as described in Item 3 above. Except as indicated below, the Reporting Person has no plans or proposals which relate to, or may result in, any of the matters listed in items 4(a)-(j) of Schedule 13D, including:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
This report is filed to reflect the reduction in the ownership of the Issuers of securities owned by the Reporting Person, due to a gift of 34,676,924 of the shares previously owned by such person.
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
GRHI and the Reporting Person reserve the right to engage in the acquisition of other entities in the form of a merger or acquisition in the future;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
GRHI and the Reporting Person reserves the right to engage in the sale or transfer of a material amount of assets in the future.
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
Mr. Marcus Daley was appointed to the Board of Directors on October 2, 2023. He also serves as the Company CEO; Form 8K filed on October 2, 2023.
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CUSIP No. 380709303
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| Page 3 of 5 Pages
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(e) Any material change in the present capitalization or dividend policy of the Issuer;
GRHI reserves the right to change the capital structure of the Company in the future.
(f) Any other material change in the issuer's business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by the Reporting Person. The percentage of the outstanding shares is calculated based upon 238,886,969 shares of common stock outstanding as disclosed in the issuer’s quarterly report filed on Form 10-Q for quarter ending June 30, 2024 as files with the US SEC.
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c) Except as otherwise disclosed herein, during the past 60 days the Reporting Persons have not effected trades in the shares of common stock of the Issuer.
(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information set forth in Items 3 and 4 of this Schedule 13D is incorporated into this Item 6 by reference.
Except for the transactions described in this Schedule 13D, to the knowledge of the Reporting Persons, as of the date hereof, there are no contracts, arrangements, understanding or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons or any other persons with respect to any securities of the Issuer.
Item 7. Materials to be Filed as Exhibits.
None.
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CUSIP No. 303709303
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| Page 4 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.
Dated: August 27, 2024
/s/ Marcus Daley
Marcus Daley
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CUSIP No. 303709303
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| Page 5 of 5 Pages
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Gold Rock (PK) (USOTC:GRHI)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Gold Rock (PK) (USOTC:GRHI)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024
