UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-53689

Greenrock Ventures, Inc.

(Exact name of registrant as specified in its charter)

Delaware		applied for
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

c/o Roman Zherdytskyi Dmitrivska Str. 71/7 01135 Kiev, Ukraine

(Address of principal executive offices) (Zip Code)

+00380974045651

(Registrant’s telephone number, including area code)

2000 Hamilton Street, # 943, Philadelphia, PA 19130

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]		Accelerated filer [ ]

Non-accelerated filer [ ]	(Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at March 31, 2011

Common Stock, par value $0.0001	31,340,000

Documents incorporated by reference:	None

Table of Contents

GREENROCK VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

INDEX

PART I—FINANCIAL INFORMATION

Item 1	Financial Statements

	Balance Sheets at March 31, 2011 and December 31, 2010	4

	Statements of Operations for the Three Months ended March 31, 2011 and March 31, 2010 and for the period from February, 2009 (Inception) through March 31, 2011	5

	Statement of Changes in Stockholders' Equity for the period February 9, 2009 (Inception) through March 31, 2011	6

	Statements of Cash Flows for the Three Months ended March 31, 2011 and March 31, 2010 and for the period from February, 2009 (Inception) through March 31, 2011	7

	Notes to Financial Statements as of March 31, 2011	8

Item 2	Management's Discussion and Analysis of Financial Conditions and Results of Operations	10

Item 3	Quantitative and Qualitative Disclosures about Market Risk	11

Item 4	Controls and Procedures.	11


PART II — OTHER INFORMATION		13

Item 1	Legal Proceeding	13

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 3	Defaults upon Senior Securities	13

Item 4	Submission of Matters to a Vote of Security Holders	13

Item 5	Other Information	13

Item 6	Exhibits	13

SIGNATURES		13

PART I—FINANCIAL INFORMATION

Item 1 Financial Statements

GREENROCK VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

Balance Sheet as of March 31, 2011

	As of March 31, 2011 (Unaudited)			As of December 31, 2010 (Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	—		$	—
Total Current Assets		—			—

Total Assets	$	—		$	—

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities	$	—		$	—
Advance from related parties		1,999			1,999

Total Liabilities		1,999			1,999

Stockholders’ Equity (Deficit)
Preferred stock - $.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding
Common stock - $.0001 par value; 250,000,000 shares authorized; 31,340,000 shares issued and outstanding as of March 31, 2011		3,134			3,134
Deficit accumulated during development stage	$	(5,133	)	$	(5,133	)

Total Stockholders’ Equity (Deficit)	$	(1,999	)	$	(1,999	)

Total Liabilities and Stockholders’ Equity	$	—		$	—

See Notes to Financial Statements

GREENROCK VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

	For the 3-Months Ended March 31, 2011		For the 3-Months Ended March 31, 2010		February 9, 2009 (Inception) to March 31, 2011
Revenues
Revenues	$	—	$	—	$	—
Total Revenues		—		—		—

Operating Costs and Expenses
General & Administrative Expenses		—		—		5,133

Total Operating Costs and Expenses		—		—		5,133

Net Income (Loss)	$	—	$	—	$	(5,133	)

Basic and diluted loss per common share	$	—	$	—	$	(0.00016378	)

Basic and diluted weighted average
Common shares outstanding		31,340,000		31,340,000		31,340,000

See Notes to Financial Statements

GREENROCK VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

							(Deficit
							Accumulated
					Additional		during the
	Common Stock				Paid In		development
	Shares		Amount		Capital		stage)			Total
Common shares issued for services to founder on February 9, 2009		31,340,000	$	3,134	$	—	$	—		$	3,134

Net loss for the year ended: December 31, 2009						—		(3,134	)		(3,134	)
Balance, December 31, 2009 (Unaudited)		31,340,000	$	3,134	$	—	$	(3,134	)	$	0
Net loss for the year ended: December 31, 2010						—	$	(1,999	)	$	(1,999	)
Balance, December 31, 2010 (Audited)		31,340,000	$	3,134	$	—	$	(5,133	)	$	(1,999	)

Net loss, March 31, 2011(Unaudited)						—		—			—

Balance, March 31, 2011		31,340,000	$	3,134	$	—	$	(6,314	)	$	(3,180	)

See Notes to Financial Statements

GREENROCK VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the 3-Months Ended March 31, 2011		For the 3-Months Ended March 31, 2010		February 9, 2009 (inception) to March 31, 2011
Cash Flows from Operating Activities
Net income (loss)		—		—	$	(5,133	)
Changes in working capital

Net Cash Provided (Used) by Operating Activities		—		—		(5,133	)

Cash Flows from Investing Activities		—		—		—

Net Cash Used in Investing Activities		—		—		—

Cash Flows from Financing Activities
Common stock issued to founder for services rendered		—		—	$	3,134
Advance from related parties		—				1,999
Net Cash Provided by Financing Activities		—		—		5,133

Net Change in Cash and Cash Equivalents		—		—		—

Cash and Cash Equivalents at Beginning of Period		—		—		—

Cash and Cash Equivalents at End of Period	$	—	$	—	$	—

Noncash Financing and Investment Activities
Common stock issued to founder for services rendered		—		—		3,134

Supplemental Cash Flow Information
Interest paid	$	—	$	—	$	—
Income taxes paid	$	—	$	—	$	—

See Notes to Financial Statements

GREENROCK VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

As of March 31, 2011

(Unaudited)

NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS

Greenrock Ventures, Inc. (the "Company"), a development stage company, was incorporated under the laws of the State of Delaware on February 9, 2009. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY

The Company has not earned any revenue from operations since inception. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915, "development Stage Entities". Among the disclosures required by ASC 915, are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception. The Company has elected a fiscal year ending on December 31.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for financial information and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for smaller reporting companies. In the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of operations for the period from February 9, 2009 (Inception) to March 31, 2011 have been reflected herein. The results of operations for the period from February 9, 2009 (Inception) to March 31, 2011 are not necessarily indicative of the results to be expected in the future.

ACCOUNTING METHOD

The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.

USE OF ESTIMATES

The preparation of financial statements in conformity with 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. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

CASH EQUIVALENTS

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

INCOME TAXES

FASB-ASC-10 "Accounting for Income Taxes." This statement requires the use of the asset and liability method of accounting for deferred income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, at the applicable enacted tax rates. The Company provides a valuation allowance against its deferred tax assets when the future realizability of the assets is no longer considered to be more likely than not. There were no current or deferred income tax expenses or benefits due to the Company not having any material operations for the three month period ended March 31, 2011.

BASIC EARNINGS (LOSS) PER SHARE

Earnings per share is computed in accordance with the provisions of Financial Accounting Standards (FASB) Accounting Standards Codification (ASC) Topic 260 (SFAS No. 128, "EARNINGS PER Share"). Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, as adjusted for the dilutive effect of the Company's outstanding convertible preferred shares using the "if converted" method and dilutive potential common shares. Potentially dilutive securities include warrants, convertible preferred stock, restricted shares, and contingently issuable shares.

STOCK-BASED COMPENSATION

The Company recognizes the services received or goods acquired in a share-based payment transaction as services are received or when it obtains the goods as an increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria [FAS-123(R), par.5].

A share-based payment transaction with employees is measured base on the fair value (or, in some cases, a calculated or intrinsic value) of the equity instrument issued. If the fair value of goods or services received in a share-based payment with non-employees is more reliably measurable than the fair value of the equity instrument issued, the fair value of the goods or services received shall be used to measure the transaction. Conversely, if the fair value of the equity instruments issued in a share-based payment transaction with non-employees is more reliably measurable than the fair value of the consideration received, the transaction is measured at the fair value of the equity instruments issued [FAS-123(R), par.7].

The cost of services received from employees in exchange for awards of share-based compensation generally is measured at the fair value of the equity instruments issued or at the fair value of the liabilities incurred. The fair value of the liabilities incurred in share-based transactions with employees is remeasured at the end of each reporting period until settlement [FAS-123(R), par.10].

Share-based payments awarded to an employee of the reporting entity by a related party or other holder of an economic interest in the entity as compensation for services provided to the entity are share-based transactions to be accounted for under FAS-123(R) unless the transfer is clearly for a purpose other than compensation for services to the reporting entity. The substance of such a transaction is that the economic interest holder makes a capital contribution to the reporting entity and that entity makes a share-based payment to its employee in exchange for services rendered [FAS-123(R), par.11].

IMPACT OF NEW ACCOUNTING STANDARDS

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.

NOTE 3 GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

NOTE 4 SHAREHOLDER'S EQUITY

Upon formation, the Board of Directors issued 31,340,000 shares of common stock to the founding shareholder in exchange for service and incorporation expenses to a total sum of $ 3,134.

The stockholders' equity section of the Company contains the following classes of capital stock as of MARCH 31, 2011:

· Common stock, $ 0.0001 par value: 250,000,000 shares authorized; 31,340,000 shares issued and outstanding

· Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; but not issued and outstanding.

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination"). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.

The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance.

The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.

In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140" (SFAS 166). SFAS 166 removes the concept of a qualifying special-purpose entity from SFAS 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," establishes a new "participating interest" definition that must be met for transfers of portions of financial assets to be eligible for sale accounting, clarifies and amends the derecognition criteria for a transfer to be accounted for as a sale, and changes the amount that can be recognized as a gain or loss on a transfer accounted for as a sale when beneficial interests are received by the transferor. Enhanced disclosures are also required to provide information about transfers of financial assets and a transferor's continuing involvement with transferred financial assets. SFAS No. 166 is effective for interim and annual reporting periods ending after November 15, 2009. The Company does not believe that the implementation of this standard will have a material impact on its condensed financial statements.

In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)" (SFAS 167). SFAS 167 amends FASB Interpretation No. 46 (revised December 2003), "Consolidation of Variable Interest Entities" (FIN 46(R)) to require an enterprise to qualitatively assess the determination of the primary beneficiary of a variable interest entity (VIE) based on whether the entity (1) has the power to direct the activities of a VIE that most significantly impact the entity's economic performance and (2) has the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. Also, SFAS 167 requires an ongoing reconsideration of the primary beneficiary, and amends the events that trigger a reassessment of whether an entity is a VIE. Enhanced disclosures are also required to provide information about an enterprise's involvement in a VIE. SFAS No. 167 is effective for interim and annual reporting periods ending after November 15, 2009. The Company does not believe that the implementation of this standard will have a material impact on its condensed.

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

Information not required to be filed by Smaller reporting companies.

Item 4 Controls and Procedures.

Disclosures and Procedures

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer).

Based upon that evaluation, he believes that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in the day-to-day operations of the Company.

This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report.

Changes in Internal Controls

There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1 Legal Proceedings

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

Item 1A Risk Factors

Not applicable.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3 Defaults upon Senior Securities

Not applicable.

Item 4 Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5 Other Information

(a) Not applicable.

(b) During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

Item 6 Exhibits

(a) Exhibits

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Greenrock Ventures, Inc.

		By:	/s/ Andriy Zinchuk
			President, Chief Financial Officer

Dated: May 5, 2011

Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

NAME	OFFICE	DATE

/s/ Andriy Zinchuk	Director	May 5, 2011
Andriy Zinchuk

Greenrock Ventures, Inc. 10-Q