United States securities and exchange commission logo





                             July 27, 2021

       Merle Ferguson
       Chief Executive Officer
       GOLD ROCK HOLDINGS, INC.
       2020 General Booth Blvd., Suite 230
       Virginia Beach, VA 23454

                                                        Re: GOLD ROCK HOLDINGS,
INC.
                                                            Registration
Statement on Form 10
                                                            Filed June 30, 2021
                                                            File No. 000-56304

       Dear Mr. Ferguson:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Registration Statement on Form 10

       Business, page 2

   1.                                                   We note your disclosure
regarding your business providing 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; however, we also note you report no
                                                        revenues and appear to
have very few assets or employees and no clients. Please clarify
                                                        the current status of
your business, including whether and to what extent you have
                                                        provided services to
date.
   2.                                                   Please clarify your
relationship with the team of professional contractors you employ and
                                                        provide a description
of such contractors, the projects they have been employed on and the
                                                        material terms of your
contracts with such contractors. Please file material agreements as
                                                        exhibits.
 Merle Ferguson
GOLD ROCK HOLDINGS, INC.
July 27, 2021
Page 2
3.     Please describe the Z-mix product clearly, including the duration of any
material
       patents. Also, provide support for your claims regarding the Z-mix
product-line such as
       that it is "stronger than steel and lighter than wood," "can withstand
hurricane force winds,
       earthquakes, and be very fire retardant" and that a self-sustained Z-Mix
home can be
       completely built in a matter of hours for a fraction of the cost of a
conventional wood-
       framed home.
Risk Factors
We rely upon third party relationships...., page 8

4.     We note your risk factor disclosure that certain of your materials are
only available from a
       single-source supplier or a small number of suppliers. Please expand
your disclosure here
       to discuss your sources and the availability of raw materials and
include the names of any
       principal suppliers, or revise your disclosure as appropriate. Refer to
Item 101(h)(4)(v) of
       Regulation S-K.
Biography, page 17

5.     We note your disclosure regarding Mr. Ferguson's education and military
service from
       1964 to 1970 and subsequent business experience from 2010. However, we
note that you
       have omitted disclosure regarding proceedings taken by the SEC against
Mr. Ferguson
       and their effect. See, for example, SEC v. World Homes, Inc., Merle
Ferguson and Susan
       Donohue, Civil Action No. CV-S-01-0658-PMP-LRL (USDC D. Nev.) and SEC v.
       Composite Holdings, Inc., aka Composite Industries, Inc. fka World
Homes, Inc., and
       Merle Ferguson, Case No. CV-S-01-0658-PMP-LRL (USDC D.Nev.). Please
revise your
       disclosure to address the effect of these proceedings, including the
permanent
       injunction enjoining Mr. Ferguson from future violations of the
securities registration and
       antifraud provisions of the federal securities laws, or advise.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Paul Cline at 202-551-3851or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Maryse Mills-Apenteng at 202-551-3457
with any
other questions.



                                                             Sincerely,
FirstName LastNameMerle Ferguson
Comapany NameGOLD ROCK HOLDINGS, INC.                        Division of
Corporation Finance
July 27, 2021 Page 2                                         Office of Real
Estate & Construction
cc:
FirstName Richard W. Jones, Esq.
          LastName