[SCHEDULE 13D/A] GOLD ROCK HOLDINGS, INC. SEC Filing

Rhea-AI Filing Summary

Schedule 13D/A for Gold Rock Holdings, Inc. (GRHI) reports that Marcus Daley beneficially owns 152,790,212 shares, representing 64.2% of 238,886,969 outstanding common shares. The filing states Daley reduced his former holdings by a gift of 12,242,207 shares. Daley is identified as the company’s CEO and a director (appointed October 2, 2023). The source of funds is listed as a personal fund of $520,000. The filing also states that Daley and GRHI reserve rights to pursue mergers, asset sales, or capital-structure changes in the future. No other trades in the past 60 days are reported and no third party has rights to dividends or sale proceeds from the disclosed shares.

Positive

• Clear disclosure of beneficial ownership and transactions, including the exact number of shares and percentage (152,790,212 shares; 64.2%).
• Insider role disclosed: Marcus Daley is identified as CEO and director, providing transparency on governance.

Negative

• Reduction in shares via a gift of 12,242,207 shares, which alters the insider ownership profile.
• Ambiguity about future actions: the filing explicitly reserves rights to pursue mergers, asset sales, or capital-structure changes without providing details.

Insights

Corporate Governance Expert

TL;DR: Founder/executive retains controlling stake (64.2%) after gifting 12.2M shares; future capital-structure changes and transactions are reserved.

The filing discloses a significant ownership concentration with Marcus Daley holding 152,790,212 shares (64.2%). The reported gift of 12,242,207 shares reduced his stake but did not meaningfully change his control position based on disclosed percentages. Explicit reservations about potential mergers, asset sales, or capital-structure changes indicate management and the reporting person are preserving strategic flexibility. The disclosure of CEO/director status and the absence of recent trades clarify current insider involvement and transaction history.

Securities Analyst

TL;DR: Large insider ownership and a recent gift are material to ownership profile; no trading activity in last 60 days reported.

The statement quantifies ownership precisely: 152,790,212 shares out of 238,886,969 outstanding. The filing confirms no other parties hold rights to dividends or proceeds from these shares, simplifying the beneficial-ownership picture. The source-of-funds note (personal fund of $520,000) is provided but not tied to specific purchases here. The disclosure is transparent about potential future corporate actions, which could affect minority holders depending on execution, though no specific transactions are announced.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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
7573066090

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/22/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 303709303

1

Name of reporting person

Daley Marcus

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 152,790,212.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 152,790,212.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

152,790,212.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

64.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: GOLD ROCK HOLDINGS, INC.
(c)	Address of Issuer's Principal Executive Offices: 2020 GENERAL BOOTH BLVD, #230, 2020 GENERAL BOOTH BLVD, #230, VIRGINIA BEACH, VIRGINIA , 23452.
Item 2.	Identity and Background
(a)	Marcus Daley
(b)	2214 Temple View Drive, Provo, UT 84604
(c)	Chief Executive Office, Gold Rock Holdings, Inc., 2020 General Booth Blvd. Ste. 230, Virginia Beach, VA 23454
(d)	NONE
(e)	NONE
(f)	USA
Item 3.	Source and Amount of Funds or Other Consideration
	Personal Fund of $520,000.
Item 4.	Purpose of Transaction
	a). 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 12,242,207 of the share previously owned by such person. b). 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). 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). Mr. Marcus Daley was appointed to GRHI's Board of Directors on October 2, 2023. He also serves as the Company's CEO- Form 8K filed on October 2, 2023. e). GRHI reserves the right to change the capital structure of the Company in the future f). N/A g).N/A h).N/A i). N/A j.) N/A
Item 5.	Interest in Securities of the Issuer
(a)	The percentage of the outstanding shares is calculated based upon 238,886,969 shares of common stock
(b)	152,790,212
(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.
(e)	N/A
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.

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.

Daley Marcus

Signature:	Marcus Daley
Name/Title:	Office, Director, and Shareholder
Date:	09/24/2025

FAQ

How many GRHI shares does Marcus Daley beneficially own?

The filing states Marcus Daley beneficially owns 152,790,212 shares, representing 64.2% of 238,886,969 outstanding shares.

What transaction reduced Daley's ownership in this Schedule 13D/A?

The filing reports a gift of 12,242,207 shares as the reason for the reduction in previously owned shares.

Does the filing show recent trading activity by the reporting person?

No; Item 5(c) states that during the past 60 days the reporting person has not effected trades in the issuer's common stock.

What corporate roles does Marcus Daley hold at GRHI?

The filing identifies Marcus Daley as a director and the company's Chief Executive Officer, appointed October 2, 2023.

Does any other person have rights to dividends or proceeds from Daley's shares?

The filing states no other person has the right to receive dividends from, or proceeds from the sale of, the disclosed shares.