**FORM
      10-KSB**









**UNITED
      STATES**




**SECURITIES
      AND EXCHANGE COMMISSION**






**Washington,
      D.C. 20549**




**[X]**
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES****EXCHANGE
                ACT of 1934 For the year ended April 30, 2007****OR****[
                  ]**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES****EXCHANGE
                ACT of 1934 For the transition period from**






**GOLD
      ROCK RESOURCES INC.**





(Name
      of
      small business issuer in its charter)






**Commission
      File Number 333-135891**




**Nevada**
            **None**(State
                or Other Jurisdiction of Organization)
            (IRS
                Employer Identification #)











**73578-1014
      Robson Street, Vancouver,**


**BC,
      Canada V6E 4L9**




(Address
      of principal executive offices, including zip code)







**604-931-2626** ****


(Registrant's
      telephone number, including area code)









Securities
      registered pursuant to Section 12(b) of the Act: **None**





Securities
      registered pursuant to Section 12(g) of the Act: **Common
      Stock, $0.00001 par value**





Check
      if
      the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
      Securities Act.


**YES
      [ ] NO [X]**





Check
      if
      the registrant is not required to file reports pursuant to Section 13 or Section
      15(d) of the Act.


**YES
      [ ] NO [X]**




Check
      whether the registrant is a shell company (as defined in Rule 12b-2 of the
      Act). **YES
      [X] NO [ ]**




Check
      whether the Issuer (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 [X] **** NO
      [
      ] ****





Check
      if
      no disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
      not
      contained herein and will not be contained, to the best of Registrant’s
      knowledge, in definitive proxy or information statements incorporated by
      reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
      YES [X] NO [ ]





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of July
      11,
      2007: $0.





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of July 11, 2007: 1,000,000.












**TABLE
      OF CONTENTS**





**PART
                I**
            PagesItem
                1. Description of Business
            4Item
                2. Description of Properties
            14Item
                3. Legal Proceedings
            14Item
                4. Submission of Matters to a Vote of Security
                Holders
            14**PART
                II**Item
                5. Market for Common Equity; Related Stockholder Matters and SmallBusiness
                Issuer Purchases of Equity Securities
            16Item
                6. Management's Discussion and Analysis or Plan of
                Operation
            18Item
                7. Financial Statements
            36Item
                8. Changes in and Disagreements with Accountants on Accounting andFinancial
                Disclosure
            36Item
                8A. Controls and Procedures
            36Item
                8B. Other Information
            38


**PART
                III**Item
                9. Directors, Executive Officers, Promoters, and Control Persons;Compliance
                with Section 16(a) of the Exchange Act
            39Item
                10. Executive Compensation
            42Item
                11. Security Ownership of Certain Beneficial Owners and Managementand
                Related Stockholder Matters
            47Item
                12. Certain Relationships and Related
                Transactions
            48**PART
                IV**Item
                13. Exhibits
            48Item
                14. Principal Accountant Fees and
                Services
            49**Signature
                Page**





PART
      I






**ITEM
      1. DESCRIPTION OF BUSINESS**






**General**




We
      were
      incorporated in the State of Nevada on March 14, 2006. We are an exploration
      stage corporation. An exploration stage corporation is one engaged in the search
      from mineral deposits or reserves which are not in either the development or
      production stage. We intend to conduct exploration activities on one property.
      We maintain our statutory registered agent's office at The Corporation Trust
      Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511 and our
      business office is located at 73578-1014 Robson Street, Vancouver, BC, Canada
      V6E 4L9. This is our mailing address as well. Our telephone number is
      604-931-2626. Mr. Wang supplies this office space on a rent-free basis.




There
      is
      no assurance that a commercially viable mineral deposit exists on the property
      and further exploration will be required before a final evaluation as to the
      economic feasibility is determined.




We
      have
      no plans to change its business activities or to combine with another business,
      and are not aware of any events or circumstances that might cause its plans
      to
      change.




**Background**




In
      April
      2006, Shu-heng (Sam) Wang, our president and a member of the board of directors
      acquired one mining claim containing fourteen cells in British Columbia, Canada
      by arranging the registration of the same through James W. McLeod, a geologist,
      a non affiliated third party. A claim is a grant from the Crown of the available
      land within the cells to the holder to remove and sell minerals. A cell is
      an
      area which appears electronically on the British Columbia Internet Minerals
      Titles Online Grid. The online grid is the geographical basis for the cell.
      Mr.
      McLeod is a self-employed contract staker, field worker and professional
      geologist residing in British Columbia.




We
      have
      no revenues, have achieved losses since inception, have no operations, have
      been
      issued a going concern opinion and rely upon the sale of our securities and
      loans from our officers and directors to fund operations.




We
      have
      no plans to change our business activities or to combine with another business,
      and are not aware of any events or circumstances that might cause us to change
      our plans.




Canadian
      jurisdictions allow a mineral explorer to claim a portion of available Crown
      lands as its exclusive area for exploration by registering the claim area on
      the
      British Columbia Mineral Titles Online system. The Mineral Titles Online system
      is the Internet-based British Columbia system used to register, maintain and
      manage the claims. A cell is an area which appears electronically on the British
      Columbia Internet Minerals Titles Online Grid and was formerly called a claim.
      A
      claim is a grant from the Crown of the available land within the cells to the
      holder to remove and sell minerals. The online grid is the geographical basis
      for the cell. Formerly, the claim was established by sticking stakes in the
      ground to define the area and then recording the staking information. The
      staking system is now antiquated in British Columbia and has been replaced
      with
      the online grid. We paid Mr. McLeod $3,062 to register the claim. No additional
      payments were made or are due to Mr. McLeod for his services. The claim was
      recorded in Mr. Wang’s name to avoid incurring additional costs at this time. In
      April, 2006, Mr. Wang executed a declaration of trust acknowledging that he
      holds the property
      in trust for us and he will not deal with the property in any way, except to
      transfer the property to us. In the event that Mr. Wang transfers title to
      a
      third party, the declaration of trust will be used as evidence that he breached
      his fiduciary duty to us. Mr. Wang has not provided us with a signed or executed
      bill of sale in our favour. Mr. Wang will issue a bill of sale to a subsidiary
      corporation to be formed by us should mineralized material be discovered on
      the
      property. Mineralized material is a mineralized body, which has been delineated
      by appropriate spaced drilling or underground sampling to support sufficient
      tonnage and average grade of metals to justify removal.




Under
      British Columbia law title the British Columbia mining claims can only be held
      by British Columbia residents. In the case of corporations, title must be held
      by a British Columbia corporation. In order to comply with the law we would
      have
      to incorporate a British Columbia wholly owned subsidiary corporation and obtain
      audited financial statements. We believe those costs would be a waste of our
      money at this time.




In
      the
      event that we find mineralized material and the mineralized material can be
      economically extracted, we will form a wholly owned British Columbia subsidiary
      corporation and Mr. Wang will convey title to the property to the wholly owned
      subsidiary corporation. Should Mr. Wang transfer title to another person and
      that deed is recorded before we record our documents, that other person will
      have superior title and we will have none. If that event occurs, we will have
      to
      cease or suspend operations. However, Mr. Wang will be liable to us for monetary
      damages for breaching the terms of his oral agreement with us to transfer his
      title to a subsidiary corporation we create. To date we have not performed
      any
      work on the property. All Canadian lands and minerals which have not been
      granted to private persons are owned by either the federal or provincial
      governments in the name of Her Majesty. Ungranted minerals are commonly known
      as
      Crown minerals. Ownership rights to Crown minerals are vested by the Canadian
      Constitution in the province where the minerals are located. In the case of
      the
      Company property, that is the province of British Columbia.






In
      the
      19 th century
      the practice of reserving the minerals from fee simple Crown grants was
      established. Legislation now ensures that minerals are reserved from Crown
      land
      dispositions. The result is that the Crown is the largest mineral owner in
      Canada, both as the fee simple owner of Crown lands and through mineral
      reservations in Crown grants. Most privately held mineral titles are acquired
      directly from the Crown. The Company property is one such acquisition.
      Accordingly, fee simple title to the Company property resides with the Crown.






The
      property is comprised of mining leases issued pursuant to the British Columbia
      Mineral Act. The lessee has exclusive rights to mine and recover all of the
      minerals contained within the surface boundaries of the lease continued
      vertically downward. The Crown does not have the right to reclaim provided
      at a
      minimum fee of CDN$100 is paid timely. The Crown could reclaim the property
      in
      an eminent domain proceeding, but would have to compensate the lessee for the
      value of the claim if it exercised the right of eminent domain. It is highly
      unlikely that the Crown will exercise the power of eminent domain. In general,
      where eminent domain has been exercised it has been in connection with
      incorporating the property into a provincial park.






The
      property is unencumbered and there are no competitive conditions which affect
      the property. Further, there is no insurance covering the property and we
      believe that no insurance is necessary since the property is unimproved and
      contains no buildings or improvements.






To
      date
      we have not performed any work on the property. We are presently in the
      exploration stage and we cannot guarantee that a commercially viable mineral
      deposit, a reserve, exists in the property until further exploration is done
      and
      a comprehensive evaluation concludes economic and legal feasibility.






There
      are
      no native land claims that affect title to the property. We have no plans to
      try
      to interest other companies in the property if mineralization is found. If
      mineralization is found, we will try to develop the property
      ourselves.






**Claim**






The
      following is a list of tenure numbers, claim, date of recording and expiration
      date of the claims:




**Tenure
                  No.**
            **Document
                  Description**
            **Date
                of  **Recording****
            **Date
                of **Expiration****532361
            GRR
            April
                18, 2006
            April
                18, 2008




In
      order
      to maintain the claim we must pay a fee of CND$100 per year per claim.






**Location
      and Access**






The
      property is comprised of 14 contiguous cells totalling 725 acres. The mineral
      claim area may be located on the NTS map sheet, 92H/9W. At the center of the
      property the latitude is 49 o 31' 54"
      N and the longitude is 120 o 26' 26"
      W. The property is located in the Rampart Lake area and is situated 5.5 miles
      by
      good all weather, paved road north of the Town of Princeton, British Columbia
      and a further 5.5 miles north on a gravel road.






The
      property is accessible by traveling north of Princeton, British Columbia, along
      the Osprey Lake, road for 5.5 miles to the Rampart Lake cut-off. The Rampart
      Lake gravel road to the north is taken for 5.5 miles to the GRR mineral
      claim.






The
      property lies within an area that experiences about 15 20" of precipitation
      annually of which about 25% may occur as a snow equivalent. The summers can
      experience hot weather while the winters are generally mild and last from
      December through March.






Much
      of
      the Thompson Plateau area hosts patchy conifer cover of western yellow pine
      or
      ponderosa pine and Douglas fir mingled with open range and deciduous groves
      of
      aspen and cottonwood. The general area supports ranching and an active logging
      industry. Mining holds an historical and contemporary place in the development
      and economic well being of the area.






The
      Town
      of Princeton, British Columbia which lies 11 miles by road south of the property
      offers much of the necessary infrastructure required to base and carry-out
      an
      exploration program, including accommodations, communications, some equipment
      and supplies. Princeton, B.C. is highway accessible from Vancouver, B.C. in
      a
      few hours, the time it takes to travel the highways for 200 miles. The overnight
      Greyhound bus service is a popular way to send-in samples and to receive
      additional equipment and supplies.






The
      property is located in the southern part of the Thompson Plateau above and
      north
      of Princeton, B.C. and the confluence of the Tulameen and Similkameen rivers.
      The claim area ranges in elevation from 4,000 feet to 4,800 feet mean sea level.
      The physiographic setting of the property can be described as rounded, some
      open
      range, plateau terrain that has been altered both by erosion and glacier
      movement. Thickness of drift cover in the valleys may vary considerably.






**History**






There
      is
      no record or evidence of previous exploration. Exploration refers to work
      involved in searching for ore, usually by drilling or driving a drift.






**Regional
      Geology**






The
      property is situated in the wide depression occurring between mountain ranges
      of
      south-central British Columbia. The oldest rocks observed in the general area
      are those of the Triassic age Nicola Group. Triassic refers to rock units of
      similar age within the range of 213 -248 million year, before the present.
      They
      are mainly comprised of volcanic lava. The Nicola Group is a grouping of three
      belts or rock assemblages. The following outlines these belts because of their
      importance in hosting mineralization. Mineralization means the presence of
      economic minerals in a specific area or geological formation.






Central
      Belt






Considered
      to be the oldest of the three sub-divisions which in this assemblage it is
      typified by reddish to green colored volcanic flow of basalt.






Eastern
      Belt






The
      Eastern Belt is predominantly purple and grey trachyandesite. Trachyandesite
      is
      a type of rock that typically formed through the relatively rapid
      crystallization of a lava. Andesite was named after the Andes Mountains of
      South
      America. Volcanic sandstone and siltstone and sometimes occur.






Western
      Belt






The
      Western belt is typified by limestone, sandstone, and siltstone.






The
      Nicola Group is generally found bounded on the west by younger sedimentary
      rocks. On the eastside of the Nicola Group the contacting units are later age
      sedimentary rock indicating later volcanic activities on the east.






The
      local
      geology about the mineral claim area may be described as being underlain by
      the
      oldest rock units of the area.






**Property
      Geology**






The
      geology of the claim may be described as being underlain by sediments on the
      west that in many places are coal-bearing and possibly a host for "coal-bed
      methane gas" while on the east the rock units can not host coal-bed methane
      gas.




Some
      or
      all of these units may be found to host economic mineralization. The property
      setting offers good underlying possibilities and all overburden areas should
      be
      checked when and if a field program is undertaken.






**MAP
      1**




**MAP
        2**




**Supplies**
   Competition
        and unforeseen limited sources of supplies in the industry could result in
        occasional spot shortages of supplies, such as dynamite, and certain equipment
        such as bulldozers and excavators that we might need to conduct exploration.
        We
        have not attempted to locate or negotiate with any suppliers of products,
        equipment or materials. We will attempt to locate products, equipment and
        materials in the near future. If we cannot find the products and equipment
        we
        need, we will have to suspend our exploration plans until we do find the
        products and equipment we need.
   **Description
        of Property**
   Other
        than our interest in the property, we own no plants or other property. With
        respect to the property, our right to conduct exploration activity is based
        upon
        our oral agreement with Mr. Wang, our president, director and shareholder.
        Under
        this oral agreement, Mr. Wang has allowed us to conduct exploration activity
        on
        the property. Mr. Wang holds the property in trust for us pursuant to a
        declaration of trust.
   **Our
        Proposed Exploration Program**
  Our
        exploration target is to find an ore body containing gold. Our success depends
        upon finding mineralized material. This includes a determination by our
        consultant if the property contains reserves. We have not selected a consultant
        as of the date of this report . Mineralized material is a mineralized body,
        which has been delineated by appropriate spaced drilling or underground sampling
        to support sufficient tonnage and average grade of metals to justify removal.
        If
        we don find mineralized material or we cannot remove mineralized material,
        either because we do not have the money to do it or because it is not
        economically feasible to do it, we will cease operations and you will lose
        your
        investment.
   In
        addition, we may not have enough money to complete our exploration of the
        property. If it turns out that we have not have enough money to complete
        our
        exploration program, we will try to raise additional funds from a second
        public
        offering, a private placement or loans. At the present time, we have not
        made
        any plans to raise additional money and there is no assurance that we would
        be
        able to raise additional money in the future. In we need additional money
        and
        cant raise it, we will have to suspend or cease operations.
   We
        must
        conduct exploration to determine what amount of minerals, if any, exist on
        our
        properties and if any minerals which are found can be economically extracted
        and
        profitably processed.
   The
        property is undeveloped raw land. Exploration and surveying has not been
        initiated. We intend to start exploration operations in the near future.
        To our
        knowledge, the property has never been mined. The only event that has occurred
        is the registering the property by James McLeod and a physical examination
        of
        the property by Mr. Wang, our president and director. The cost of registering
        the claim was included in the $3,062 paid to Mr. McLeod. Before minerals
        retrieval can begin, we must explore for and find mineralized material. After
        that has occurred we have to determine if it is economically feasible to
        remove
        the mineralized material. Economically feasible means that the costs associated
        with the removal of the mineralized material will not exceed the price at
        which
        we can sell the mineralized material. We can predict what that will be until
        we
        find mineralized material.
   We
        do not
        know if we will find mineralized material. We believe that activities occurring
        on adjoining properties are not material to our activities. The reason is
        that
        what ever is located under adjoining property may or may not be located under
        the property.
   We
        do not
        claim to have any minerals or reserves whatsoever at this time on any of
        the
        property.
   We
        intend
        to implement an exploration program which consists of core sampling. Core
        sampling is the process of drilling holes to a depth of up to 1,400 feet
        in
        order to extract a sample of earth. Mr. Wang, after confirming with our
        consultant, will determine where drilling will occur on the property. Mr.
        Wang
        will not receive fees for his services. The samples will be tested to determine
        if mineralized material is located on the property. Based upon the tests
        of the
        core samples, we will determine if we will terminate operations; proceed
        with
        additional exploration of the property; or develop the property. The cash
        with
        the Company are designed to only fund the costs of core sampling and testing.
        We
        intend to take our core samples to analytical chemists, geochemists and
        registered assayers located in Vancouver, British Columbia. We have not selected
        any of the foregoing as of the date of this report.
   We
        estimate the cost of drilling will be $20.00 per foot drilled. The amount
        of
        drilling will be predicated upon the amount of money raised by the Company.
        If
        we raise the minimum amount of money, we will drill approximately 3,000 linear
        feet or 8 holes to depth of 300 feet. Assuming that we raise the maximum
        amount
        of money, we will drill approximately 7,000 linear feet, or up to 28 holes
        to a
        depth of 300 feet.
   We
        estimate that it will take up to three months to drill 28 holes to a depth
        of
        300 feet each. We will pay a consultant up to a maximum of $5,000 per month
        for
        his services during the three month period or a total of $15,000. The total
        cost
        for analyzing the core samples will be $3,000. We will begin exploration
        activity next quarter, weather permitting.
   The
        breakdowns were made in consultation with Mr. McLeod.
   We
        do not
        intend to interest other companies in the property if we find mineralized
        materials. We intend to try to develop the reserves ourselves through the
        use of
        consultant. We have no plans to interest other companies in the property
        if we
        do not find mineralized material.
   If
        we are
        unable to complete exploration because we do not have enough money, we will
        cease operations until we raise more money. If we cannot or do not raise
        more
        money, we will cease operations. If we cease operations, we don't know what
        we
        will do and we don't have any plans to do anything else.
   We
        cannot
        provide you with a more detailed discussion of how our exploration program
        will
        work and what we expect will be our likelihood of success. That is because
        we
        have a piece of raw land and we intend to look for mineralized material.
        We may
        or may not find any mineralized material. We hope we do, but it is impossible
        to
        predict the likelihood of such an event.
   We
        do not
        have any plan to make our company to revenue generation. That is because
        we have
        not found economic mineralization yet and it is impossible to project revenue
        generation from nothing.
   We
        anticipate starting exploration activity next quarter, weather permitting.
   **Competitive
        Factors**
   The
        gold
        mining industry is fragmented, that is there are many, many gold prospectors
        and
        producers, small and large. We do not compete with anyone. That is because
        there
        is no competition for the exploration or removal of minerals from the property.
        We will either find gold on the property or not. If we do not, we will cease
        or
        suspend operations. We are one of the smallest exploration companies in
        existence. We are an infinitely small participant in the gold mining market.
        Readily available gold markets exist in Canada and around the world for the
        sale
        of gold. Therefore, we will be able to sell any gold that we are able to
        recover.
   **Regulations**
   Our
        property is registered on British Columbia Mineral Titles Online system.
        We are
        also subject to the British Columbia Mineral Exploration Code which tells
        us how
        and where we can explore for minerals.
   This
        act
        sets forth rules for
  *
              locating
                  claims*
              posting
                  claims*
              working
                  claims*
              reporting
                  work performed
  We
        can
        explore for minerals on the property and are in compliance with the Code
        rules
        and regulations. The Code rules and regulations will not adversely affect
        our
        operations.
   **Environmental
        Law**
   We
        are
        also subject to the Health, Safety and Reclamation Code for Mines in British
        Columbia. This code deals with environmental matters relating to the exploration
        and development of mining properties. Its goals are to protect the environment
        through a series of regulations affecting:
  1.
              Health
                  and Safety2.
              Archaeological
                  Sites3.
              Exploration
                  Access
  We
        are
        responsible to provide a safe working environment, not disrupt archaeological
        sites, and conduct our activities to prevent unnecessary damage to the property.
   We
        will
        secure all necessary permits for exploration and, if development is warranted
        on
        the property, will file final plans of operation before we start any mining
        operations. We anticipate no discharge of water into active stream, creek,
        river, lake or any other body of water regulated by environmental law or
        regulation. No endangered species will be disturbed. Restoration of the
        disturbed land will be completed according to law. All holes, pits and shafts
        will be sealed upon abandonment of the property. It is difficult to estimate
        the
        cost of compliance with the environmental law since the full nature and extent
        of our proposed activities cannot be determined until we start our operations
        and know what that will involve from an environmental standpoint.
   We
        are in
        compliance with the act and will continue to comply with the act in the future.
        We believe that compliance with the act will not adversely affect our business
        operations in the future.
   Exploration
        stage companies have no need to discuss environmental matters, except as
        they
        relate to exploration activities. The only cost and effect of compliance
        with
        environmental regulations in British Columbia is returning the surface to
        its
        previous condition upon abandonment of the property. We believe the cost
        of
        reclaiming the property will be $750 if we drill 8 holes and $2,250 if we
        drill
        23 holes. We have not allocated any funds for the reclamation of the property
        .
        Mr. Wang has agreed to pay the cost of reclaiming the property should
        mineralized material not be discovered.
   **Employees**
   We
        intend
        to use the services of subcontractors for manual labour exploration work
        on our
        properties.
   **Employees
        and Employment Agreements**
   At
        present, we have no full-time employees. Our two officers and directors are
        part-time employees and each will devote about 10% of their time or four
        hours
        per week to our operation. Our officers and directors do not have employment
        agreements with us. We presently do not have pension, health, annuity,
        insurance, stock options, profit sharing or similar benefit plans; however,
        we
        may adopt plans in the future. There are presently no personal benefits
        available to our officers and directors. Mr. Wang will handle our administrative
        duties. Because our officers and directors are inexperienced with exploration,
        they will hire qualified persons to perform the surveying, exploration, and
        excavating of the property. As of today, we have not looked for or talked
        to any
        geologists or engineers who will perform work for us in the future.
    **MANAGEMENT'S
        DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**
   This
        section of the report includes a number of forward- looking statements that
        reflect our current views with respect to future events and financial
        performance. Forward-looking statements are often identified by words like:
        believe, expect, estimate, anticipate, intend, project and similar expressions,
        or words which, by their nature, refer to future events. You should not place
        undue certainty on these forward-looking statements, which apply only as
        of the
        date of this report. These forward-looking states are subject to certain
        risks
        and uncertainties that could cause actual results to differ materially from
        historical results or out predictions.
   **Plan
        of Operation**
   We
        are a
        start-up, exploration Stage Corporation and have not yet generated or realized
        any revenues from our business operations.
   Our
        auditors have issued a going concern opinion. This means that there is
        substantial doubt that we can continue as an on-going business for the next
        twelve months unless we obtain additional capital to pay our bills. This
        is
        because we have not generated any revenues and no revenues are anticipated
        until
        we begin removing and selling minerals. There is no assurance we will ever
        reach
        this point. Accordingly, we must raise cash from sources other than the sale
        of
        minerals found on the property. That cash must be raised from other sources.
        Our
        only other source for cash at this time is investments by others. We must
        raise
        cash to implement our project and stay in business.
   We
        will
        be conducting research in the form of exploration of the property. Our
        exploration program is explained in as much detail as possible in the business
        section of this report. We are not going to buy or sell any plant or significant
        equipment during the next twelve months.
   Our
        exploration target is to find an ore body containing gold. Our success depends
        upon finding mineralized material. This includes a determination by our
        consultant if the property contains reserves. We have not selected a consultant
        as of the date of this report. Mineralized material is a mineralized body,
        which
        has been delineated by appropriate spaced drilling or underground sampling
        to
        support sufficient tonnage and average grade of metals to justify removal.
        If we
        don't find mineralized material or we cannot remove mineralized material,
        either
        because we do not have the money to do it or because it is not economically
        feasible to do it, we will cease operations and you will lose your investment.
   If
        we
        raise the minimum amount, we will have enough money to complete our exploration
        program.
   We
        must
        conduct exploration to determine what amount of minerals, if any, exist on
        our
        properties and if any minerals which are found can be economically extracted
        and
        profitably processed.
   The
        property is undeveloped raw land. Exploration and surveying has not been
        initiated at this moment. To our knowledge, the property has never been mined.
        The only event that has occurred is registering the property by James McLeod
        and
        a physical examination of the property by Mr. Wang, our president and director.
        The cost of registering the claim was included in the $3,062 paid to James
        McLeod. No additional payments were made or are due to Mr. McLeod for his
        services. The claim was recorded in Mr. Wang's name to avoid incurring
        additional costs at this time. The additional fees would be for incorporation
        of
        a British Columbia corporation and legal and accounting fees related to the
        incorporation.
   In
        April,
        2006, Mr. Wang executed a declaration of trust acknowledging that he holds
        the
        property in trust for us and he will not deal with the property in any way,
        except to transfer the property to us. In the event that Mr. Wang transfers
        title to a third party, the declaration of trust will be used as evidence
        that
        he breached his fiduciary duty to us. Mr. Wang has not provided us with a
        signed
        or executed bill of sale in our favor. Mr. Wang will issue a bill of sale
        to a
        subsidiary corporation to be formed by us should mineralized material be
        discovered on the property. Mineralized material is a mineralized body, which
        has been delineated by appropriate spaced drilling or underground sampling
        to
        support sufficient tonnage and average grade of metals to justify removal
        before
        minerals retrieval can begin, we must explore for and find mineralized material.
        After that has occurred we have to determine if it is economically feasible
        to
        remove the mineralized material. Economically feasible means that the costs
        associated with the removal of the mineralized material will not exceed the
        price at which we can sell the mineralized material. We can predict what
        that
        will be until we find mineralized material. Mr. Wang does not have a right
        to
        sell the property to anyone. He may only transfer the property to us. He
        may not
        demand payment for the claim when he transfers them to us. Further, Mr. Wang
        does not have the right to sell the claim at a profit to us if mineralized
        material is discovered on the property. Mr. Wang must transfer title to us,
        without payment of any kind, regardless of what is or is not discovered on
        the
        property.
   We
        do not
        know if we will find mineralized material. We believe that activities occurring
        on adjoining properties are not material to our activities. The reason is
        that
        what ever is located under adjoining property may or may not be located under
        the property.
   We
        do not
        claim to have any minerals or reserves whatsoever at this time on any of
        the
        property.
   We
        intend
        to implement an exploration program which consists of core sampling. Core
        sampling is the process of drilling holes to a depth of up to 1,400 feet
        in
        order to extract samples of earth. Mr. Wang, after confirming with our
        consultant, will determine where drilling will occur on the property. Mr.
        Wang
        will not receive fees for his services. The samples will be tested to determine
        if mineralized material is located on the property. Based upon the tests
        of the
        core samples, we will determine if we will terminate operations; proceed
        with
        additional exploration of the property; or develop the property. The cash
        with
        the Comapny are designed to only fund the costs of core sampling and testing.
        We
        intend to take our core samples to analytical chemists, geochemists and
        registered assayers located in British Columbia. We have not selected any
        of the
        foregoing as of the date of this report.
   We
        estimate the cost of drilling will be $20.00 per foot drilled. We will drill
        approximately 2,500 linear feet or 7 holes to depth of 300 feet. We will
        pay a
        consultant up to a maximum of $5,000 per month for his services during the
        three
        month period or a total of $15,000. The total cost for analyzing the core
        samples will be $3,000. We will begin exploration activity next quarter,
        weather
        permitting.
   We
        do not
        intend to interest other companies in the property if we find mineralized
        materials. We intend to try to develop the reserves ourselves through the
        use of
        consultants. We have no plans to interest other companies in the property
        if we
        find mineralized material. To pay the consultant and develop the reserves,
        we
        will have to raise additional funds through a second public offering, a private
        placement or through loans. As of the date of this report, we have no other
        plans to raise additional. Further, there is no assurance we will be able
        to
        raise any additional funds even if we discover mineralized material and a
        have a
        defined ore body.
   We
        do not
        intend to hire additional employees at this time. All of the work on the
        property will be conduct by unaffiliated independent contractors that we
        will
        hire. The independent contractors will be responsible for surveying, geology,
        engineering, exploration, and excavation. The geologists will evaluate the
        information derived from the exploration and excavation and the engineers
        will
        advise us on the economic feasibility of removing the mineralized
        material.
   **Milestones**
   The
        following are our milestones:
  1.
              retain
                  our consultant to manage the exploration of the property. Cost
                  - $5,000.
                  Time of retention 0-90 days. To carry out this milestone, we must
                  hire a
                  consultant. There are a number of mining consultants located in
                  Vancouver,
                  British Columbia that we intend to interview.2.
              Core
                  drilling. Core drilling will cost $20.00 per foot. Core drilling
                  will be
                  subcontracted to non-affiliated third parties. Cost - $55,500 ..
                  Time to
                  conduct the core drilling - 90 days. To carry out this milestone
                  we must
                  conduct the core drilling. The driller will be retained by our
                  consultant.3.
              Have
                  an independent third party analyze the samples from the core drilling.
                  Determine if mineralized material is below the ground. If mineralized
                  material is found, we will attempt to define the ore body. We estimate
                  that it will cost $3,000 to analyze the core samples and will take
                  30
                  days. Delivery of the samples to the independent third party is
                  necessary
                  to carry out this milestone.4.
              If
                  we discover significant quantities of mineral, we will have technical
                  and
                  economic feasibility studies to determine if we have reserves.
                  These
                  studies will be performed by third party professors. Cost - $5,000
                  to
                  $10,000.
  **Limited
        Operating History; Need for Additional Capital**
   There
        is
        no historical financial information about us upon which to base an evaluation
        of
        our performance. We are an exploration stage corporation and have not generated
        any revenues from operations. We cannot guarantee we will be successful in
        our
        business operations. Our business is subject to risks inherent in the
        establishment of a new business enterprise, including limited capital resources,
        possible delays in the exploration of our properties, and possible cost overruns
        due to price and cost increases in services.
   To
        become
        profitable and competitive, we conduct into the research and exploration
        of our
        properties before we start production of any minerals we may find. We are
        seeking equity financing to provide for the capital required to implement
        our
        research and exploration phases. We believe that we have enough funds to
        operate
        for one year.
   We
        have
        no assurance that future financing will be available to us on acceptable
        terms.
        If financing is not available on satisfactory terms, we may be unable to
        continue, develop or expand our operations. Equity financing could result
        in
        additional dilution to existing shareholders.
   **Liquidity
        and Capital Resources**
   We
        have
        limited cash on hand. If we find mineralized material and it is economically
        feasible to remove the mineralized material, we will attempt to raise additional
        money through a subsequent private placement, public offering or through
        loans.
   At
        the
        present time, we have not made any arrangements to raise additional cash.
        If we
        need additional cash and can't raise it we will either have to suspend
        operations until we do raise the cash, or cease operations entirely.
   We
        acquired one property which consists of one claim containing 14 cells comprising
        of a total of 725 acres. The property is registered and we will begin our
        exploration plan next quarter. As of the date of this report we have yet
        to
        being operations and therefore we have yet to generate any
        revenues.
   Since
        inception, we have issued 1,000,000 shares of our common stock and received
        $10.00.
   As
        of the
        date of this report, we have yet to begin operations and therefore have not
        generated any revenues.
   In
        April
        2006, we issued 1,000,000 shares of common stock to our officers and directors
        pursuant to the exemption from registration contained in Regulation S of
        the
        Securities Act of 1993. The purchase price of the shares was $10.00. This
        was
        accounted for as an acquisition of shares. Ms. Jean Jin advanced $45,021
        to
        cover our costs for incorporation, accounting and legal fees and $3,062 for
        registering the claim all of which was paid directly to Mr. McLeod, our attorney
        and our accountant. The amount owed to Ms. Jin is non-interest bearing,
        unsecured and due on demand. Further the agreement with Ms. Jin is oral and
        there is no written document evidencing the agreement.
   As
        of
        April 30, 2007, our total assets were $16,114 consisting entirely of cash
        and
        our total liabilities were $55,644. We need $70,000 to remain operational
        during
        the next twelve months and to complete exploration of the property.
  
  **RISK
        FACTORS**
  An
        investment in our common stock involves a high degree of risk. The following
        are
        among some of the risks.
 
  **1.** ***If we do not enough funds, we will have to suspend or cease
        operations.***
   Our
        auditors have issued a going concern opinion. This means that there is
        substantial doubt that we can continue as an ongoing business for the next
        twelve months..
   **2.** ***Our
        plan of operation is limited to finding an ore body. As such we have no plans
        for revenue generation. Accordingly, you should not expect any revenues from
        operations.***
   Our
        plan
        of operation and the funds we have will be used for exploration of the property
        to determine if there is an ore body beneath the surface. Exploration does
        not
        contemplate removal of the ore. We have no
        plans
        or funds for ore removal. Accordingly, we will not generate any revenues
        as a
        result of your investment.
   **3.** ***Because
        the probability of an individual prospect ever having reserves is extremely
        remote, any funds spent on exploration will probably be
        lost.***
   The
        probability of an individual prospect ever having reserves is extremely remote.
        In all probability the property does not contain any reserves. As such, any
        funds spent on exploration will probably be lost which result in a loss of
        your
        investment.
   **4.** ***We
        lack an operating history and have losses which we expect to continue into
        the
        future. As a result, we may have to suspend or cease operations.***
   We
        were
        incorporated on April 14, 2006, and we have not started our proposed business
        operations or realized any revenues. We have no operating history upon which
        an
        evaluation of our future success or failure can be made. Our net loss since
        inception is $18,775. To achieve and maintain profitability and positive
        cash
        flow we are dependent upon:
  *
              our
                  ability to locate a profitable mineral property*
              our
                  ability to generate revenues*
              our
                  ability to reduce exploration costs.
  Based
        upon current plans, we expect to incur operating losses in future periods.
        This
        will happen because there are expenses associated with the research and
        exploration of our mineral properties. As a result, we may not generate revenues
        in the future. Failure to generate revenues will cause us to suspend or cease
        operations.
   **5.** ***Because
        our management does not have technical training or experience in exploring
        for,
        starting, and operating an exploration program, we will have to hire qualified
        personnel. If we can locate qualified personnel, we may have to suspend or
        cease
        operations which will result in the loss of your
        investment.***
   Because
        our management is inexperienced with exploring for, starting, and operating
        an
        exploration program, we will have to hire qualified persons to perform
        surveying, exploration, and excavation of the property. Our management has
        no
        direct training or experience in these areas and as a result may not be fully
        aware of many of the specific requirements related to working within the
        industry. Management decisions and choices may not take into account standard
        engineering or managerial approaches, mineral exploration companies commonly
        use. Consequently our operations, earnings and ultimate financial success
        could
        suffer irreparable harm due to management lack of experience in this industry.
        As a result we may have to suspend or cease operations which will result
        in the
        loss of your investment.
   **6.** ***Because
        title to the property is held in the name of one of our officers, if he
        transfers the property to someone other than us, we will cease
        operations*** **.**
   Record
        title to the property upon which we intend to conduct exploration activities
        is
        not held in our name. Record title to the property is recorded in the name
        of
        ShuHeng Wang, our president. If he transfers the property to a third person,
        the
        third person will obtain good title and we will have nothing. If that happens
        we
        will be harmed in that we will not own any property and we will have to cease
        operations. Under British Columbia law, title to British Columbia mining
        claims
        can only be held by British Columbia residents.
        In the case of corporations, title must be held by a British Columbia
        corporation. In order for us to own record title to the property, we would
        have
        to incorporate a British Columbia wholly owned subsidiary corporation and
        obtain
        audited financial statements. We believe those costs would be a waste of
        our
        money at this time since the legal costs of incorporating a subsidiary
        corporation, the accounting costs of audited financial statements for the
        subsidiary corporation, together with the legal and accounting costs of
        expanding this registration statement would cost several thousands of dollars.
        Accordingly, we have elected not to create the subsidiary at this time, but
        will
        do so if mineralized material is discovered on the property.
   **7.** ***Because
        we are small and do not have much capital, we may have to limit our exploration
        activity which may result in a lose of your
        investment.***
   Because
        we are small and do not have much capital, we must limit our exploration
        activity. As such we may not be able to complete an exploration program that
        is
        as thorough as we would like. In that event, an existing ore body may go
        undiscovered. Without an ore body, we cannot generate revenues and you will
        lose
        your investment.
   **8.** ***Weather
        interruptions in the province of British Columbia may affect and delay our
        proposed exploration operations and as a result, there may be delays in
        generating revenues.***
   Our
        proposed exploration work can only be performed approximately five to six
        months
        out of the year. This is because rain and snow cause the roads leading to
        our
        claims to be impassible during six to seven months of the year. When roads
        are
        impassible, we are unable to conduct exploration operations on the property
        which will delay the generation of possible revenues by us.
   **9.** ***Because
        Mr. Wang and Ms. Jin have other outside business activities, they will only
        be
        devoting 10% of their time, or four hours per week to our operations, our
        operations may be sporadic which may result in periodic interruptions or
        suspensions of exploration*** .
   Because
        Mr. Wang and Ms. Jin, our officers and directors, have other outside business
        activities, they will only be devoting 10% of their time, or four hours per
        week, to our operations. As a result, our operations may be sporadic and
        occur
        at times which are convenient to Mr. Wang and Ms. Jin. As a result, exploration
        of the property may be periodically interrupted or suspended.
   **ITEM
        2. DESCRIPTION OF PROPERTIES**
  Gold
        Rock
        Resources Inc. (the “Company”) was incorporated in the State of Nevada on March
        14, 2006, and that is the inception date. The Company is an Exploration Stage
        Company as defined by Statement of Financial Accounting Standard (SFAS) No.
        7
        "Accounting and Reporting for Development Stage Enterprises". The Company
        has
        acquired a mineral property located in the Province of British Columbia,
        Canada,
        and has not yet determined whether this property contains reserves that are
        economically recoverable. The recoverability of the amounts from the property
        will be dependent upon the discovery of economically recoverable reserves,
        confirmation of the Company's interest in the underlying property, the ability
        of the Company to obtain necessary financing to explore and develop the
        property, and upon future profitable production or proceeds from the sale
        thereof.
 
 (a)
        Real
        Estate: None
  (b)
        Equipment, library, and furniture at April 30, 2007: None.
   **ITEM
        3. LEGAL PROCEEDINGS**
 
 We
        are
        not presently a party to any litigation.
 
 
 **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
        HOLDERS**
  During
        the fourth fiscal quarter of 2007, there were no matters submitted to a vote
        of
        our stockholders.




**PART
        II**
 
  **ITEM
        5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS.**
  No
        market
        exists for our securities and there is no assurance that a regular trading
        market will develop, or if developed, that it will be sustained. A shareholder
        in all likelihood, therefore, will be unable to resell the securities referred
        to herein should he or she desire to do so. Furthermore, it is unlikely that
        a
        lending institution will accept our securities as pledged collateral for
        loans
        unless a regular trading market develops.
 
  All
        of
        the 1,000,000 shares of common stock outstanding as of April 30, 2007 were
        owned
        by our officers and directors and may only be resold in compliance with Rule
        144
        of the Securities Act of 1933.
  
 At
        April
        30 2007, there were two holders of record.
 
 **Status
        of our public offering**
 
 On
        February 1, 2007, the Securities and Exchange Commission declared our Form
        SB-2
        Registration Statement effective, file number 333-135891, permitting us to
        offer
        up to 2,000,000 shares of common stock at $0.10 per share. There was no
        underwriter involved in our public offering.
 
 As
        of the
        date of this report, we have not completed our initial public offering.
 
 **Dividends**
 
 We
        have
        not declared any cash dividends, nor do we intend to do so. We are not subject
        to any legal restrictions respecting the payment of dividends, except that
        they
        may not be paid to render us insolvent. Dividend policy will be based on
        our
        cash resources and needs and it is anticipated that all available cash will
        be
        needed for our operations in the foreseeable future.
 
 **Section
        15(g) of the Securities Exchange Act of 1934**
 
 Our
        company's shares are covered by Section 15(g) of the Securities Exchange
        Act of
        1934, as amended that imposes additional sales practice requirements on
        broker/dealers who sell such securities to persons other than established
        customers and accredited investors (generally institutions with assets in
        excess
        of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
        income exceeding $200,000 or $300,000 jointly with their spouses). For
        transactions covered by the Rule, the broker/dealer
        must make a special suitability determination for the purchase and have received
        the purchaser's written agreement to the transaction prior to the sale.
        Consequently, the Rule may affect the ability of broker/dealers to sell our
        securities and also may affect your ability to sell your shares in the secondary
        market.
 
 Section
        15(g) also imposes additional sales practice requirements on broker/dealers
        who
        sell penny securities. These rules require a one-page summary of certain
        essential items. The items include the risk of investing in penny stocks
        in both
        public offerings and secondary marketing; terms important to in understanding
        of
        the function of the penny stock market, such as "bid" and "offer" quotes,
        a
        dealers "spread" and broker/dealer compensation; the broker/dealer compensation,
        the broker/dealers duties to its customers, including the disclosures required
        by any other penny stock disclosure rules; the customers rights and remedies
        in
        causes of fraud in penny stock transactions; and, the NASD's toll free telephone
        number and the central number of the North American Administrators Association,
        for information on the disciplinary history of broker/dealers and their
        associated persons.
 
 **Securities
        authorized for issuance under equity compensation plans**
 
 We
        do not
        have any equity compensation plans and accordingly we have no securities
        authorized for issuance thereunder.
 
 **ITEM
        6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION**
 
 We
        are a
        start-up Corporation and have not yet generated or realized any revenues
        from
        our business activities.
  Our
        auditors have issued a going concern opinion. This means that there is
        substantial doubt that we can continue as an on-going business for the next
        twelve months unless we obtain additional capital to pay our bills. This
        is
        because we have not generated any revenues and no revenues are anticipated
        until
        we begin removing and selling minerals. Accordingly, we must raise cash from
        sources other than the sale of minerals found on the property. Our only other
        source for cash at this time is investments by others in our public offering.
        We
        must raise cash to implement our project and stay in business. The cash we
        have
        now will allow us to operate for at least one year. Our success or failure
        will
        be determined by what we find under the ground. The more money we raise,
        the
        more core samples we can take. The more core samples we take, the more thorough
        our exploration will be conducted. Since we do not know what we will find
        under
        the ground, we cannot tell you if we will be successful. We will begin
        exploration of the property next quarter.
   Our
        officers and directors are unwilling to make any commitment to loan us any
        money
        at this time. At the present time, we have not made any arrangements to raise
        additional cash, other than the cash we have on hand. If we need additional
        cash
        and can't raise it, we will either have to suspend activities until we do
        raise
        the cash, or cease activities entirely. Other than as described in this
        paragraph, we have no other financing plans.
   We
        do not
        own any interest in any property, but merely have the right to conduct
        exploration activities on one property. Even if we complete our current
        exploration program and it is successful in identifying a mineral deposit,
        we
        will have to spend substantial funds on further drilling and engineering
        studies
        before we will know if we have a commercially viable mineral deposit, a
        reserve.
   We
        will
        be conducting research in the form of exploration of the property. Our
        exploration program is explained in as much detail as possible in the business
        section of this annual report. We are not going to buy or sell any plant
        or
        significant equipment during the next twelve months. We will not buy any
        equipment until we have located a reserve and we have determined it is
        economical to extract the minerals from the land.
   We
        do not
        intend to interest other companies in the property if we find mineralized
        materials. We intend to try to develop the reserves ourselves.
   If
        we are
        unable to complete any phase of exploration because we don't have enough
        money,
        we will cease activities until we raise more money. If we can't or don't
        raise
        more money, we will cease activities. If we cease activities, we don't know
        what
        we will do and we don't have any plans to do anything.
 
 We
        do not
        intend to hire additional employees at this time. All of the work on the
        property will be conducted by unaffiliated independent contractors that we
        will
        hire. The independent contractors will be responsible for surveying, geology,
        engineering, exploration, and excavation. The geologists will evaluate the
        information derived from the exploration and excavation and the engineers
        will
        advise us on the economic feasibility of removing the mineralized
        material.
  
 **Limited
        Operating History; Need for Additional Capital**
 
 There
        is
        no historical financial information about us upon which to base an evaluation
        of
        our performance. We are a start up corporation and have not generated any
        revenues from activities. We cannot guarantee we will be successful in our
        business activities. Our business is subject to risks inherent in the
        establishment of a new business enterprise, including limited capital resources,
        and possible cost overruns due to price and cost increases in
        services.
 
 
 We
        have
        no assurance that future financing will be available to us on acceptable
        terms.
        If financing is not available on satisfactory terms, we may be unable to
        continue, develop or expand our activities. Equity financing could result
        in
        additional dilution to existing shareholders.
 
 We
        have
        approximately $16,114 of cash on our balance sheet as of April 30,
        2007.
  
 
   **PART
        III**
   
 **ITEM
        7.****FINANCIAL
        STATEMENTS.**
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 To
        the
        Board of Directors and Stockholders of
 Gold
        Rock
        Resources Inc.
 
 I
        have
        audited the accompanying balance sheet of Gold Rock Resources Inc. (the
“Company”), an exploration stage company, as of April 30, 2007 and the related
        statements of operations, stockholders’ equity (deficiency), and cash flows for
        the year then ended. These financial statements are the responsibility of
        the
        Company’s management. My responsibility is to express an opinion on these
        financial statements based on my audit. The financial statements of the Company
        as of April 30, 2006 were audited by other auditors whose report dated June
        12,
        2006 included an explanatory paragraph that described the going concern
        uncertainty discussed in Note 1 to the financial statements.
 
 I
        conducted my audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        I plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. I believe that my audit provides a reasonable
        basis for my opinion.
 
 In
        my
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Gold Rock Resources Inc, an
        exploration stage company, as of April 30, 2007 and the results of its
        operations and cash flows for the year then ended in conformity with accounting
        principles generally accepted in the United States.
 
 The
        accompanying financial statements referred to above have been prepared assuming
        that the Company will continue as a going concern. As discussed in Note 1
        to the
        financial statements, the Company’s present financial situation raises
        substantial doubt about its ability to continue as a going concern. Management’s
        plans in regard to this matter are also described in Note 1. The financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.
 
  Date: June
                29, 2007
              By:
              /s/ Michael
                T. StuderFreeport,
                New York
              Michael
                T. Studer CPA P.C
   **Gold
                    Rock Resources Inc.****(An
                    Exploration Stage Company)****Balance
                    Sheets****(Expressed
                    in US Dollars)**April
                    30,2007
                
                2006**ASSETS****Current
                    Assets**Cash
                $
                16,114
                $
                16,781**Total
                    Current Assets**
                
                16,114
                
                16,781Mineral
                    claim acquisition costs, less reserve for impairment of$3,062
                    and $3,062, respectively
                
                -
                
                -**Total
                    Assets**
                $
                16,114
                $
                16,781**LIABILITIES
                    AND STOCKHOLDERS' EQUITY****Current
                    Liabilities**Accounts
                    payable and accrued liabilities
                $
                10,623
                $
                4,800Due
                    to related party
                
                45,021
                
                30,021**Total
                    current liabilities**
                
                55,644
                
                34,821**Stockholders'
                    Equity**Preferred
                    stock, $0.00001 par value; authorized 100,000,000 shares,Issued
                    and outstanding: 0 and 0 shares, respectively
                
                -
                
                -Common
                    stock, $0.00001 par value; authorized 100,000,000 shares,Issued
                    and outstanding: 1,000,000 and 1,000,000 shares,
                    respectively
                
                10
                
                10Additional
                    paid-in capital
                
                10,125
                
                1,125Deficit
                    accumulated duringthe
                    exploration stage
                
                (49,665)
                
                (19,175)**Total
                    stockholders' equity**
                
                (39,530)
                
                (18,040)**Total
                    Liabilities and Stockholders' Equity**
                $
                16,114
                $
                16,781**See
                    notes to financial statements.**
  
 **Gold
                      Rock Resources Inc.****(An
                      Exploration Stage Company)****Statements
                      of Operations****(Expressed
                      in US Dollars)**Year
                      ended April 30, 2007
                  
                  Period
                      March 14, 2006 (inception) to April 30, 2006
                  
                  Cumulative
                      during the exploration stage(March 14, 2006 to April 30,
                      2007)**Revenues**
                  $
                  -
                  $
                  -
                  $
                  -**Expenses**Donated
                      rent
                  
                  3,000
                  
                  375
                  
                  3,375Donated
                      services
                  
                  6,000
                  
                  750
                  
                  6,750General
                      and administrative
                  
                  814
                  
                  188
                  
                  1,002Mineral
                      property impairment
                  
                  -
                  
                  3,062
                  
                  3,062Professional
                      fees
                  
                  20,676
                  
                  14,800
                  
                  35,476Total
                      Costs and Expenses
                  
                  30,490
                  
                  19,175
                  
                  49,665**Net
                      Loss**
                  $
                  (30,490)
                  $
                  (19,175)
                  $
                  (49,665)**Net
                      Loss per share**Basic
                      and diluted
                  $
                  (0.03)
                  $
                  (0.02)**Number
                      of common shares used to compute loss per share**Basic
                      and Diluted
                  
                  1,000,000
                  
                  1,000,000**See
                      notes to financial statements.**
  
 **Gold
                        Rock Resources Inc.****(An
                        Exploration Stage Company)****Statements
                        of Stockholders' Equity (Deficiency)****For
                        the period March 14, 2006 (Inception) to April 30,
                        2007****(Expressed
                        in US Dollars)**Common
                        Stock,
                      $0.00001
                        Par Value
                    
                    Additional
                        Paid-in Capital
                    
                    Deficit
                        Accumulated During the Exploration Stage
                    
                    Total
                        Stockholders' Equity (Deficiency)Shares
                    
                    AmountCommon
                        stock issued for cashat
                        a price of $0.00001 per share
                    $
                    1,000,000
                    $
                    10
                    $
                    -
                    $
                    -
                    $
                    10Donated
                        services and rent
                    
                    -
                    
                    -
                    
                    1,125
                    
                    -
                    
                    1,125Net
                        loss
                    
                    -
                    
                    -
                    
                    -
                    
                    (19,175)
                    
                    (19,175)Balance,
                        April 30, 2006
                    
                    1,000,000
                    
                    10
                    
                    1,125
                    
                    (19,175)
                    
                    (18,040)Unaudited:Donated
                        services and rent
                    
                    -
                    
                    -
                    
                    9,000
                    
                    -
                    
                    9,000Net
                        loss
                    
                    -
                    
                    -
                    
                    -
                    
                    (30,490)
                    
                    (30,490)Balance,
                        April 30, 2007
                    $
                    1,000,000
                    $
                    10
                    $
                    10,125
                    $
                    (49,665)
                    $
                    (39,530)**See
                        notes to financial statements.**
   **Gold
                      Rock Resources Inc.****(An
                      Exploration Stage Company)****Statements
                      of Cash Flows****(Expressed
                      in US Dollars)**Year
                      ended
                    April
                      30, 2007
                  
                  Period
                      March 14, 2006 (inception) to
                    April
                      30, 2006
                  
                  Cumulative
                      during the exploration stage(March 14, 2006 to April 30,
                      2007)**Cash
                      Flows from Operating Activities**Net
                      loss
                  $
                  (30,490)
                  $
                  (19,175)
                  $
                  (49,665)Adjustments
                      to reconcile net loss to net cashused
                      for operating activities:Impairment
                      of mineral claim acquisition costs
                  
                  -
                  
                  3,062
                  
                  3,062Donated
                      services
                  
                  6,000
                  
                  750
                  
                  6,750Donated
                      rent
                  
                  3,000
                  
                  375
                  
                  3,375Changes
                      in operating assets and liabilitiesAccounts
                      payable and accrued liabilities
                  
                  5,823
                  
                  4,800
                  
                  10,623**Net
                      cash provided by (used for) operating activities**
                  
                  (15,667)
                  
                  (10,188)
                  
                  (25,855)**Cash
                      Flows from Investing Activities**Mineral
                      claim acquisition costs incurred
                  
                  -
                  
                  (3,062)
                  
                  (3,062)**Net
                      cash provided by (used for) investing activities**
                  
                  -
                  
                  (3,062)
                  
                  (3,062)**Cash
                      Flows from Financing Activities**Loans
                      from related party
                  
                  15,000
                  
                  30,021
                  
                  45,021Proceeds
                      from sales of common stock
                  
                  -
                  
                  10
                  
                  10**Net
                      cash provided by (used for) financing activities**
                  
                  15,000
                  
                  30,031
                  
                  45,031**Increase
                      (decrease) in cash**
                  
                  (667)
                  
                  16,781
                  
                  16,114**Cash,
                      beginning of period**
                  
                  16,781
                  
                  -
                  
                  -**Cash,
                      end of period**
                  $
                  16,114
                  $
                  16,781
                  $
                  16,114**Supplemental
                      disclosures of cash flow information:**Interest
                      paid
                  $
                  -
                  $
                  -
                  $
                  -Income
                      taxes paid
                  $
                  -
                  $
                  -
                  $
                  -**See
                      notes to financial statements.**
  Note
        1. Organization
        and Business Operations
  Gold
        Rock
        Resources Inc. (the “Company”) was incorporated in the State of Nevada on March
        14, 2006, and that is the inception date. The Company is an Exploration Stage
        Company as defined by Statement of Financial Accounting Standard (SFAS) No.
        7
        "Accounting and Reporting for Development Stage Enterprises". The Company
        has
        acquired a mineral property located in the Province of British Columbia,
        Canada,
        and has not yet determined whether this property contains reserves that are
        economically recoverable. The recoverability of the amounts from the property
        will be dependent upon the discovery of economically recoverable reserves,
        confirmation of the Company's interest in the underlying property, the ability
        of the Company to obtain necessary financing to explore and develop the
        property, and upon future profitable production or proceeds from the sale
        thereof.
  These
        financial statements have been prepared on a going concern basis, which implies
        the Company will continue to realize its assets and discharge its liabilities
        in
        the normal course of business. The Company has never generated revenues since
        inception and has never paid any dividends and is unlikely to pay dividends
        or
        generate earnings in the immediate or foreseeable future. The continuation
        of
        the Company as a going concern is dependent upon the continued financial
        support
        from its shareholders, the ability of the Company to obtain necessary equity
        financing to continue operations, and the attainment of profitable operations.
        As at April 30, 2007, the Company has accumulated losses of $49,665 since
        inception and a working capital deficiency of $39,530. These factors raise
        substantial doubt regarding the Company’s ability to continue as a going
        concern. These financial statements do not include any adjustments to the
        recoverability and classification of recorded asset amounts and classification
        of liabilities that might be necessary should the Company be unable to continue
        as a going concern.
 
 Note
        2. Summary
        of Significant Accounting Policies
 
 a)
              Basis
                  of Presentation
 
 These
        financial statements and related notes are presented in accordance with
        accounting principles generally accepted in the United States, and are expressed
        in U.S. dollars.
 
 b)
              Use
                  of Estimates
 
 The
        preparation of financial statements in conformity with U.S. generally accepted
        accounting principles 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.
 
 c)
              Basic
                  and Diluted Net Income (Loss) Per
                  Share
 
 The
        Company computes net income (loss) per share in accordance with SFAS No.
        128,
        " *Earnings
        per Share* ".
        SFAS
        No. 128 requires presentation of both basic and diluted earnings per share
        (EPS)
        on the face of the income statement. Basic EPS is computed by dividing net
        income (loss) available to common shareholders (numerator) by the weighted
        average number of shares outstanding (denominator) during the period. Diluted
        EPS gives effect to all dilutive potential common shares outstanding during
        the
        period using the treasury stock method and convertible preferred stock using
        the
        if-converted method. In computing Diluted EPS, the average stock price for
        the
        period is used in determining the number of shares assumed to be purchased
        from
        the exercise of stock options or warrants. Diluted EPS excludes all dilutive
        potential shares if their effect is anti dilutive.
 
 d)
              Comprehensive
                  Loss
  SFAS
        No.
        130, “ *Reporting
        Comprehensive Income* ,”
        establishes standards for the reporting and display of comprehensive loss
        and
        its components in the financial statements. For the year ended April 30,
        2007
        and for the period March 14, 2006 (inception) to April 30, 2006, the Company
        had
        no items that represent a comprehensive loss and, therefore, has not included
        a
        schedule of comprehensive loss in the financial statements.
 
 
 e)
              Cash
                  and Cash Equivalents
 
 The
        Company considers all highly liquid instruments with a maturity of three
        months
        or less at the time of issuance to be cash equivalents.
 
 f)
              Mineral
                  Property Costs
 
 The
        Company has been in the exploration stage since its formation on March 14,
        2006
        and has not yet realized any revenues from its planned operations. It is
        primarily engaged in the acquisition and exploration of mining properties.
        Mineral property acquisition costs are capitalized and reviewed periodically
        for
        impairment. Exploration costs are expensed as incurred. When it has been
        determined that a mineral property can be economically developed as a result
        of
        establishing proven and probable reserves, the costs incurred to develop
        such
        property are capitalized. Such costs will be amortized using the
        units-of-production method over the estimated life of the probable reserve.
        If
        mineral properties are subsequently abandoned or impaired, any capitalized
        costs
        will be charged to operations.
  g)
              Financial
                  Instruments
 
 The
        fair
        values of financial instruments, which include cash, accounts payable and
        accrued liabilities and due to related party approximate their carrying values
        due to the immediate or short-term maturity of these financial instruments.
        The
        Company’s operations are in Canada which results in exposure to market risks
        from changes in foreign currency rates. The financial risk is the risk to
        the
        Company’s operations that arise from fluctuations in foreign exchange rates and
        the degree of volatility of these rates. Currently, the Company does not
        use
        derivative instruments to reduce its exposure to foreign currency
        risk.
 
 h)
              Income
                  Taxes
 
 Potential
        benefits of income tax losses are not recognized in the accounts until
        realization is more likely than not. The Company has adopted SFAS No. 109
        “ *Accounting
        for Income Taxes* ”
as
        of
        its inception. Pursuant to SFAS No. 109 the Company is required to compute
        tax
        asset benefits for net operating losses carried forward. Potential benefit
        of
        net operating losses have not been recognized in these financial statements
        because the Company cannot be assured it is more likely than not it will
        utilize
        the net operating losses carried forward in future years.
 
 i)
              Foreign
                  Currency Translation
 
 The
        Company’s functional and reporting currency is the United States dollar.
        Monetary assets and liabilities denominated in foreign currencies are translated
        in accordance with SFAS No. 52, “ *Foreign
        Currency Translation* ”,
        using
        the exchange rate prevailing at the balance sheet date. Gains and losses
        arising
        on settlement of foreign currency denominated transactions or balances are
        included in the determination
        of income. Foreign currency transactions are primarily undertaken in Canadian
        dollars. The Company has not, to the date of these financials statements,
        entered into derivative instruments to offset the impact of foreign currency
        fluctuations.
  Note
        3. Related
        Party Balances/Transactions
   a)
        During
        the year ended April 30, 2007, the Company recognized a total of $6,000 for
        donated services at $500 per month and $3,000 for donated rent at $250 per
        month
        provided by the President of the Company.
   b)
        At
        April 30, 2007, the Company is indebted to a director of the company for
        $45,021, which is non-interest bearing, unsecured and due on
        demand.
   Note
        4. Mineral
        Properties
   In
        April
        2006, the Company, through its President and director, acquired 100% of the
        rights, title and interest in a mining claim representing 14 contiguous cells
        and covering an area of 725 acres. The property is situated on the eastern-flank
        of the Summers Creek Valley. It lies about the Rampart Lake road approximately
        11 miles due north of the Town of Princeton (formerly known as Vermillion
        Forks), British Columbia, Canada. Payment of $3,062 was required to record
        this
        mining claim and was paid on April 7, 2006, and the claim is in good standing
        to
        April 18, 2008. The claim is registered in the name of the President of the
        Company, who has agreed to hold the claim in trust on behalf of the Company.
        The
        claim has no present tangible value and a provision for impairment of $3,062
        was  charged
        to operations at April 30, 2006.
  Note
        5. Preferred
        Stock - Terms and Conditions
   The
        preferred stock may be divided into, and issued, in series. The Board of
        Directors of the Company is authorized to divide the authorized shares of
        preferred stock into one or more series, each of which shall be so designated
        as
        to distinguish the shares thereof from the shares of all other series and
        classes. The Board of Directors of the Company is authorized, within any
        limitations prescribed by law and this Article, to fix and determine the
        designations, rights, qualifications, preferences, limitations and terms
        of the
        shares of any series of preferred stock including but not limited to the
        following:
   a)
        The
        rate of dividend, the time of payment of dividends, whether dividends are
        cumulative, and the date from which any dividends shall accrue;
   b)
        Whether shares may be redeemed, and, if so, the redemption price and the
        terms
        and conditions of redemption;
   c)
        The
        amount payable upon shares in the event of voluntary or involuntary
        liquidation;
   d)
        Sinking fund or other provisions, if any, for the redemption or purchase
        of
        shares;
   e)
        The
        terms and conditions on which shares may be converted, if the shares of any
        series are issued with the privilege of conversion;
   f)
        Voting
        powers, if any, provided that if any of the preferred stock or series thereof
        shall have voting rights, such preferred stock or series shall vote only
        on a
        share for share basis with the common stock on any matter, including but
        not
        limited to the election of directors, for which such preferred stock or series
        has such rights; and,
   g)
        Subject to the foregoing, such other terms, qualifications, privileges,
        limitations, options, restrictions, and special or relative rights and
        preferences, if any, of shares or such series as the Board of Directors of
        the
        Company may, at the time so acting, lawfully fix and determine under the
        laws of
        the State of Nevada.
  The
        Company shall not declare, pay or set apart for payment any dividend or other
        distribution (unless payable solely in shares of common stock or other class
        of
        stock junior to the preferred stock as to dividends or upon liquidation)
        in
        respect of common stock, or other class of stock junior the preferred stock,
        nor
        shall it redeem, purchase or otherwise acquire for consideration shares of
        any
        of the foregoing, unless dividends, if any, payable to holders of preferred
        stock for the current period (and in the case of cumulative dividends, if
        any,
        payable to holder of preferred stock for the current period and in the case
        of
        cumulative dividends, if any, for all past periods) have been paid, are being
        paid or have been set aside for payments. In the event of the liquidation
        of the
        Company, holders of preferred stock shall be entitled to receive, before
        any
        payment or distribution on the common stock or any other class of stock junior
        to the preferred stock upon liquidation, a distribution per share in the
        amount
        of the liquidation preference, if any, fixed or determined in accordance
        with
        the terms of such preferred stock plus, if so provided in such terms, and
        amount
        per share equal to accumulated and unpaid dividends in respect of such preferred
        stock (whether or not earned or declared) to the date of such distribution.
   Neither
        the sale, lease nor exchange of all or substantially all of the property
        and
        assets of the Company, nor any consolidation or merger of the Company, shall
        be
        deemed to be a liquidation for the purposes of these terms and
        conditions.
  Note
        6. Public
        Offering
 
 On
        February 1, 2007, the Securities and Exchange Commission declared effective
        the
        Company’s Form SB-2 Registration Statement relating to a public offering of up
        to 2,000,000 shares of common stock at $0.10 per share, or $200,000 total.
        The
        shares are being sold for a period of up to 270 days on a “best efforts, all or
        none basis” as to the first 1,000,000 shares and on a “best efforts basis” as to
        the remaining 1,000,000 shares. In the event that 1,000,000 shares are not
        sold
        within the 270 days, all money received is to be promptly returned to the
        subscribers.
  Note
        7. Income
        Taxes
   Potential
        benefits of income tax losses are not recognized in the accounts until
        realization is more likely than not. At April 30, 2007, the Company had a
        net
        operating loss carryforward of $39,540, which expires $18,050 in 2026 and
        $21,490 in 2027. Pursuant to SFAS No. 109, the Company is required to compute
        tax asset benefits for net operating losses carried forward. The potential
        benefits of the net operating loss have not been recognized in these financial
        statements because the Company has not determined it to be more likely than
        not
        that it will utilize the net operating loss carryforward in future years.
        At
        April 30, 2007, the valuation allowance established against the deferred
        tax
        asset is $13,444.
   The
        components of the net deferred tax asset at April 30, 2007 and the statutory
        tax
        rate, the effective tax rate, and the amount of the valuation allowance are
        scheduled below:


**April
                    30,2007**Net
                  Losses From Inception
                $
                49,665Less
                    donated rent and services
                
                (10,125)Net
                    operating loss carryforward for tax purposes
                $
                39,540Statutory
                    Tax Rate
                
                34%Effective
                    Tax Rate
                
                0%Deferred
                    Tax Asset at 34%
                $
                13,444Valuation
                    Allowanc
                
                (13,444)Net
                    Deferred Tax Asset
                $
                -
   Current
        United States income tax laws limit the amount of loss available to offset
        against future taxable income when a substantial change in ownership occurs.
        Therefore, the amount available to offset future taxable income may be
        limited.
   **ITEM
        8.****CHANGES
        IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE**.
 
  On
        August
        21, 2006, we engaged Michael T. Studer, C.P.A., P.C., an independent registered
        firm of Certified Public Accountants, as our principal independent accountant
        with the approval of our company's board of directors. Accordingly, we dismissed
        Moen and Company ("Moen"), Chartered Accountants as our independent registered
        public accounting firm. Moen advised us they ceased doing business.
   The
        reports of Moen on the consolidated financial statements of the Company as
        of
        and for the years ended April 30, 2006 for the period from the date of inception
        on March 14, 2006, to April 30, 2006 did not contain an adverse opinion or
        disclaimer of opinion, nor were they qualified or modified as to uncertainty,
        audit scope, or accounting principles.
   During
        the years ended April 30, 2006 through the date of dismiss, there were no
        disagreements with Moen on any matter of accounting principles or practices,
        financial statement disclosure, or auditing scope or procedure, which
        disagreements, if not resolved to the satisfaction of Moen, would have caused
        Moen to make reference to the subject matter of the disagreement in its reports
        on the Company's consolidated financial statements for such periods.
  
 **ITEM
        8A.****CONTROLS
        AND PROCEDURES**.
 
 **(a)**  ***Evaluation
        of Disclosure Controls and Procedures:*** Disclosure controls and procedures are designed to ensure that information
        required to be disclosed in the reports filed or submitted under the Exchange
        Act is recorded, processed, summarized and reported, within the time period
        specified in the SEC's rules and forms. Disclosure controls and procedures
        include, without limitation, controls and procedures designed to ensure that
        information required to be disclosed in the reports filed under the Exchange
        Act
        is accumulated and communicated to management, including the Chief Executive
        Officer and Chief Financial Officer, as appropriate, to allow timely decisions
        regarding required disclosure. As of the end of the period covered by this
        report, we carried out an evaluation, under the supervision and with the
        participation of our management, including our Chief Executive Officer and
        Chief
        Financial Officer, of the effectiveness of the design and operation of our
        disclosure controls and procedures. Based upon and as of the date of that
        evaluation, the Chief Executive Officer and Chief Financial Officer concluded
        that our disclosure controls and procedures are effective to ensure that
        information required to be disclosed in the reports our files and submits
        under
        the Exchange Act is recorded, processed, summarized and reported as and when
        required.
 
 **(b)**  ***Changes
        in Internal Control over Financial Reporting:*** There
        were no changes in our internal control over financial reporting identified
        in
        connection with our evaluation of these controls as of the end of the period
        covered by this report that affected those controls subsequent to the date
        of
        the evaluation referred to in the previous paragraph, including any correction
        action with regard to deficiencies and material weakness.
 
 
 **ITEM
        8B.****OTHER
        INFORMATION.**
 
 None
 
 **ITEM
        9.****DIRECTORS,
        EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
        16(a)
        OF THE EXCHANGE ACT.**
 
 **Officers
        and Directors and Significant Employees**
 Each
        of
        our directors serves until his or her successor is elected and qualified.
        Each
        of our officers is elected by the board of directors to a term of one (1)
        year
        and serves until his or her successor is duly elected
        and qualified, or until he or she is removed from office. The board of directors
        has no nominating, auditing or compensation committees.
 The
        name,
        address, age and position of our present sole officer and director is set
        forth
        below:
 
 **Name
                  and Address**
              **Age**
              **Position(s)**Shu-heng
                  Wang
              49
              president,
                  principal executive officer, and director613
                  Thompson Avenue.Coquitlam,
                  British ColumbiaCanada
                  V3J 3Z9Jean
                  Jin
              48
              secretary,
                  treasurer, principal financial officer, principal1170
                  Howse Place
              
              accounting
                  officer, and directorCoquitlam,
                  British ColumbiaCanada
                  V3K 5V7
 
 The
        persons named above have held their offices/positions since inception of
        our
        company and are expected to hold their offices/positions until the next annual
        meeting of our stockholders.
 
 **Background
        of Officers and Directors**
 
 **Shu-heng
        Wang** has been
        our president, principal executive officer and director since March 14, 2006.
        Since September, 1996, Mr. Wang has been the director of research and
        development of Elemental Research Inc. located in North Vancouver, British
        Columbia, Canada. Elemental Research is engaged in the business of developming
        technique for the quantitative determination of trace elements in very small
        mineral samples using Laser Ablation Microprobe ICP-MS for the industrial
        of
        diamond exploration . Mr. Wang supervises the research and development
        department. Mr. Wang received a Doctor of Philosophy degree in solid state
        physics from Simon Fraser University (1991).
 
 **Jean
        Jin** has been
        our secretary, treasurer, principal financial officer, principal accounting
        officer and director since March 14, 2006. Since August 2003, Ms. Jin has
        been
        the manager of international student enrollment at Simon Fraser University
        located in British Columbia, Canada. She is responsible for providing student
        services, admission evaluation, scholarship, retention, and support services.
        Since August 2003, Ms. Jin has been a director of King Road International
        Trade
        and Consulting located in Coquitlam, British Columbia, Canada. King Road
        International Trade and Consulting is engaged in the business of International
        Trade and Consulting. From March 2003 to August 2003, Ms. Jin worked as a
        program supervisor at Burnaby Skills Center of the Open Learning Agency in
        Burnaby, British Columbia, Canada. She was responsible for managing the delivery
        of the Open Learning Agency Training For Jobs Programs and the British Columbia
        Works Program. From May 2001 to March 2003, Ms. Jin worked as a Program
        Supervisor at Information Technology Programs of the Open Learning Agency,
        Burnaby, British Columbia, Canada. Her duties included managing the
        International Trade Program delivery at various Skills Centers in British
        Columbia.
 
 **Conflicts
        of Interest**
 We
        believe that Mr. Wang and Ms. Jin will not be subject to conflicts of interest.
        No policy has been implemented or will be implemented to address conflicts
        of
        interest.
 In
        the
        event both Mr. Wang and Ms. Jin resign as an officer and director, there
        will be
        no one to run our operations and our operations will be suspended or cease
        entirely.
 
 **ITEM
        10.****EXECUTIVE
        COMPENSATION**
 
 **EXECUTIVE
        COMPENSATION**
 
 The
        following table sets forth the compensation paid by us from inception on
        March
        14, 2006 through April 30, 2007, for each or our officers and directors.
        This
        information includes the dollar value of base salaries,
        bonus awards and number of stock options granted, and certain other
        compensation, if any. The compensation discussed addresses all compensation
        awarded to, earned by, or paid or named executive officers.
 
 **SUMMARY
        COMPENSATION TABLE**
 
 ******Name
                  and******
                  ****Principal
                    Position****
              **Year**
              **Salary**
                  **(US$)**
              **Bonus**
                  **(US$)**
              **Stock**
                **Awards**
                  **(US$)**
              **Option**
                **Awards**
                  **(US$)**
              **Non-Equity
                    Incentive**
                **Plan
                  Compensation**
                  **(US$)**
              **Nonqualified****Deferred
                    Compensation Earnings**
                    **(US$)**
              **All
                  Other Compensation**
                  **(US$)**
              **Total**
                  **(US$)****(a)**
              **(b)**
              **(c)**
              **(d)**
              **(e)**
              **(f)**
              **(g)**
              **(h)**
              **(i)**
              **(j)**Shu-heng
                  Wang
              2007
              0
              0
              0
              0
              0
              0
              0
              0President
              2006
              0
              0
              0
              0
              0
              0
              0
              0Jean
                  Jin
              2007
              0
              0
              0
              0
              0
              0
              0
              0Secretary
              2006
              0
              0
              0
              0
              0
              0
              0
              0
 
 We
        have
        not paid any salaries in 2006 and 2007, and we do not anticipate paying any
        salaries at any time in 2007. We will not begin paying salaries until we
        have
        adequate funds to do so.
   **DIRECTOR
        COMPENSATION**
 
 **Fees****Earned**
              
              
              
              **Nonqualified****or**
              
              
              **Non-Equity**
              **Deferred****Paid
                  in**
              **Stock**
              **Option**
              **Incentive
                  Plan**
              **Compensation**
              **All
                  Other****Cash**
              **Awards**
              **Awards**
              **Compensation**
              **Earnings**
              **Compensation**
              **Total****Name**
              **(US$)**
              **(US$)**
              **(US$)**
              **(US$)**
              **(US$)**
              **(US$)**
              **(US$)****(a)**
              **(b)**
              **(c)**
              **(d)**
              **(e)**
              **(f)**
              **(g)**
              **(h)**Shu-heng
                  Wang
              2007
              0
              0
              0
              0
              0
              0Jean
                  Jin
              2007
              0
              0
              0
              0
              0
              0
 
 Our
        directors do not receive any compensation for serving as members of the board
        of
        directors.
 As
        of the
        date hereof, we have not entered into employment contracts with any of our
        officers and do not intend to enter into any employment contracts until such
        time as it profitable to do so.
 
 **Indemnification**
 
 Under
        our
        Bylaws, we may indemnify an officer or director who is made a party to any
        proceeding, including a law suit, because of his position, if he acted in
        good
        faith and in a manner he reasonably believed to be in our best interest.
        We may
        advance expenses incurred in defending a proceeding. To the extent that the
        officer or director is successful on the merits in a proceeding as to which
        he
        is to be indemnified, we must indemnify him against all expenses incurred,
        including attorney's fees. With respect to a derivative action, indemnity
        may be
        made only for expenses actually and reasonably incurred in defending the
        proceeding, and if the officer or director is judged liable, only by a court
        order. The indemnification is intended to be to the fullest extent permitted
        by
        the laws of the State of Nevada.
 Regarding
        indemnification for liabilities arising under the Securities Act of 1933,
        which
        may be permitted to directors or officers under Nevada law, we are informed
        that, in the opinion of the Securities and Exchange
        Commission, indemnification is against public policy, as expressed in the
        Act
        and is, therefore, unenforceable.
 
 **No
        Independent Audit Committee**
 
 We
        do not
        have a separately-designated audit committee of the board or any other
        board-designated committee. Audit committee functions are performed by our
        board
        of directors. None of our directors are deemed independent. All directors
        also
        hold positions as our officers. Our audit committee is responsible for: (1)
        selection and oversight of our independent accountant; (2) establishing
        procedures for the receipt, retention and treatment of complaints regarding
        accounting, internal controls and auditing matters; (3) establishing procedures
        for the confidential, anonymous submission by our employees of concerns
        regarding accounting and auditing matters; (4) engaging outside advisors;
        and,
        (5) funding for the outside auditory and any outside advisors engagement
        by the
        audit committee.
 
 **No
        Audit Committee Financial Expert**
 
 None
        of
        our directors or officers has the qualifications or experience to be considered
        a financial expert. We believe the cost related to retaining a financial
        expert
        at this time is prohibitive. Further, because of our limited operations,
        we
        believe the services of a financial expert are not warranted.
 
 **Code
        of Ethics**
 
 We
        have
        adopted a corporate code of ethics. We believe our code of ethics is reasonably
        designed to deter wrongdoing and promote honest and ethical conduct; provide
        full, fair, accurate, timely and understandable disclosure in public reports;
        comply with applicable laws; ensure prompt internal reporting of code
        violations; and provide accountability for adherence to the code. A copy
        of our
        Code of Ethics is filed as an exhibit to the this Form 10-KSB.
 
 **Section
        16(a) Beneficial Ownership Reporting Compliance**
 
 We
        are
        not subject to Section 16(a).
 
 **ITEM
        11.****SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.**
 
 The
        following table sets forth, as of the date of this report, the total number
        of
        shares of common stock beneficially by each of our directors, officers and
        key
        employees, individually and as a group, and the present owners of 5% or more
        of
        our total outstanding shares. The stockholder listed below has direct ownership
        of his shares and possesses sole voting and dispositive power with respect
        to
        the shares.
  **Name
                  and Address**
                ****Beneficial
                  Ownership [1]****
              **Percentage
                  of  **Ownership******Shu-heng
                Wang**
                631
                    Thompson Ave.
                  Coquitlam,
                      BC
                    Canada
                        V3J 3Z9
              50.00%**Jean
                Jin**
                1170
                    Howse Place
                  Coquitlam,
                      BC
                    Canada
                        V3K 5V7
              50.00%All
                Officers and Directors as
                a Group (2 persons)
              100.00%
   **Changes
        in Control**
 
 To
        the
        knowledge of management, there are no present arrangements or pledges of
        securities of our company which may result in a change in control of our
        company.
 
 
 **ITEM
        12.****CERTAIN
        RELATIONSHIPS AND RELATED TRANSACTIONS**.
 
  In
        April
        2006, we issued a total of 500,000 shares of restricted common stock to Shu-heng
        Wang, our president and a member of the board of directors. This was accounted
        for as an acquisition of shares of common stock in the amount of $5.00. We
        also
        issued a total of 500,000 shares of restricted common stock to Jean Jin,
        our
        secretary and a member of the board of directors. This was accounted for
        as an
        acquisition of shares of common stock in the amount of $5.00.
   Mr.
        Wang
        also caused the property, comprised of one, to be registered at a cost of
        $3,062. The claim was registered by James McLeod for the $3,062. The terms
        of
        the transaction with Mr. McLeod were at arm length and Mr. McLeod was not
        an
        affiliate. Mr. Wang will transfer the claim to us if mineralized material
        is
        found on the claim. Mr. Wang will not receive anything of value for the transfer
        and we will not pay any consideration of any kind for the transfer of the
        claim.
   Mr.
        Wang
        allows us to use approximately 320 square feet at his home on a rent free
        basis.
        The estimated fair value of $250.00 per month is charged.
   Mr.
        Wang
        and Ms. Jin are our only promoters. They have not received or will they receive
        anything of value from us, directly or indirectly in their capacities as
        promoters.
   As
        at
        April 30, 2007, Ms. Jin advanced $45,021 to cover our initial expenses.




**PART
        IV**
   **ITEM
        13.****EXHIBITS.**
 
 The
        following exhibits are hereby incorporated by reference:
 
 Exhibit
                  No.
              Document
                  Description3.1
              Articles
                  of Incorporation filed as Exhibit 3.1 to a registration statement
                  on Form
                  SB-2 filed with Commission on July 20,
                  2006
 3.2
              Bylaws
                  filed as Exhibit 3.2 to a registration statement on Form SB-2 filed
                  with
                  Commission on July 20, 20064.1
              Specimen
                  Stock Certificate filed as Exhibit 3.2 to a registration statement
                  on Form
                  SB-2 filed with Commission on July 20, 200610.1
              Trust
                  Agreement between the Company and Mr. Shu Heng Wang on Form SB-2
                  filed
                  with Commission on July 20, 2006
 
 The
        following documents are filed herewith:
 
 Exhibit
                  No.
              Document
                  Description14.1
              Code
                  of Ethics.31.1
              Certification
                  of Principal Executive Officer
                  pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the
                  Securities and Exchange Act of 1934, as amended.31.2
              Certification
                  of Principal Financial Officer
                  pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the
                  Securities and Exchange Act of 1934, as amended.32.1
              Certification
                  pursuant to 18 U.S.C. Section 1350,
                  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002
                  (Chief Executive Officer).32.2
              Certification
                  pursuant to 18 U.S.C. Section 1350,
                  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002
                  (Chief Financial Officer).
 
 
 
 **ITEM
        14.****PRINCIPAL
        ACCOUNTING FEES AND SERVICES**
 
  **1)
          Audit Fees**
   The
        aggregate fees billed for professional services rendered by the principal
        accountant for our audit of annual financial statements and review of financial
        statements included in our Form 10-KSBs or services that are normally provided
        by the accountant in connection with statutory and regulatory filings or
        engagements for those fiscal years was:
  2007
              $
              5,000
              Michael
                  T. Studer CPA P.C.2006
              $
              0
              Moen
                  and Company LLP
  **(2)
          Audit-Related Fees**
   The
        aggregate fees billed in each of the last two fiscal years for assurance
        and
        related services by the principal accountants that are reasonably related
        to the
        performance of the audit or review of our financial statements and are not
        reported in the preceding paragraph:
  2007
              $
              02006
              
              0
  **(3)
          Tax Fees**
   The
        aggregate fees billed in each of the last two fiscal years for professional
        services rendered by the principal accountant for tax compliance, tax advice,
        and tax planning was:
 2007
                $
                02006
                $
                0
  **(4)
          All Other Fees**
   The
        aggregate fees billed in each of the last tow fiscal yeas for the products
        and
        services provided by the principal accountant, other than the services reported
        in paragraphs (1), (2), and (3) was:
  2007
                $
                02006
                $
                0
  (5)
          Our audit committee's pre-approval policies and procedures described in
        paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
        pre-approve all accounting related activities prior to the performance of
        any
        services by any accountant or auditor.
   (6)
          The percentage of hours expended on the principal accountant's engagement
        to audit our financial statements for the most recent fiscal year that were
        attributed to work performed by persons other than the principal accountant's
        full time, permanent employees was 0%.
   
 
 
 **SIGNATURES**
  
 Pursuant
        to the requirements of Section 13 or 15(d) of the Securities and Exchange
        Act of
        1934, the Registrant has duly caused this report to be signed on its behalf
        by
        the undersigned, thereunto duly authorized, on this 26th day
        of
        July, 2007.
 
 **GOLD
                  ROCK RESOURCES INC.**(the
                  “Registrant”)BY:
              /s/
                  SHU-HENG WANGShu
                  Heng WangPresident, Principal Executive Officer, and a member of
                  the Board
                  of DirectorsBY:
              /s/
                  JEAN JINJean
                  Jin, Secretary, Treasurer, Principal Financial Officer, Principal
                  Accounting Officer and a member of the Board of
                  Directors