~~U.S.~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 10-K

(Mark One)

x|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~OF ~~the~~THE ~~fiscal~~SECURITIES ~~year~~EXCHANGE ACT ~~ended~~OF ~~December 31, 2009~~1934

oFor ~~TRANSITION~~the ~~REPORT~~fiscal ~~UNDER~~year ~~SECTION~~ended 13December OR31, ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2010

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 000-53689

GREENROCK VENTURES, INC.

(Exact name of registrant as specified in its charter)

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

Greenrock Ventures, Inc. ~~c/o William Tay P.O. Box 42198 Philadelphia, PA 19101 (Address of principal executive offices) Tel/FAX: (917) 591-2648 E-Mail: wtay@56k.net (Registrant’s telephone number, including area code)~~

c/o Roman Zherdytskyi

71/7 Dmytrivska Str.

01135 Kyiv, Ukraine

(Address of principal executive offices)

Tel: +00380974045651

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

None.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value per share

(Title of Class)

~~Check~~Indicate ~~whether~~by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o |_| No x|X|

~~Check~~Indicate ~~whether~~by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the ~~Exchange~~ Act. o|_|

~~Check~~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~~ Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o|_|

~~Check~~Indicate ifby ~~there~~check ismark nowhether ~~disclosure~~the ofregistrant has ~~delinquent~~submitted ~~filers~~electronically inand ~~response~~posted toon ~~Item~~its ~~405~~corporate ofWeb ~~Regulation~~site, ~~S-K~~if ~~(§229.405 of~~any, ~~this~~every ~~chapter)~~Interactive ~~contained~~Data ~~herein,~~File ~~and~~required noto ~~disclosure~~be ~~will~~submitted and beposted ~~contained,~~pursuant to ~~the~~Rule ~~best~~405 of ~~registrant’s knowledge,~~Regulation inS-T ~~definitive~~during ~~proxy~~the orpreceding ~~information~~12 ~~statements~~months ~~incorporated~~(or byfor ~~reference~~such inshorter ~~Part~~period ~~III~~that ofthe registrant ~~this~~was ~~Form~~required ~~10-K~~to orsubmit ~~any~~and ~~amendment~~post tosuch ~~this~~files). ~~Form~~Yes ~~10-K.~~|_| oNo |_|

~~Check~~Indicate ~~whether~~by ~~the~~check ~~registrant~~mark isif adisclosure ~~large~~of ~~accelerated~~delinquent filers ~~filer,~~pursuant anto ~~accelerated~~Item ~~filer,~~405 aof ~~non~~Regulation S-~~accelerated filer~~K is not contained herein, orand awill ~~smaller~~not ~~reporting~~be ~~company.~~contained, ~~See~~to ~~definitions~~the best of ~~“large~~Registrant’s knowledge, ~~accelerated~~in ~~filer,”~~definitive ~~“accelerated filer”~~proxy ~~and~~or ~~“smaller~~information ~~reporting~~statements ~~company”~~incorporated by reference in ~~Rule~~Part ~~12b-2~~III of ~~the~~this ~~Exchange~~Form ~~Act.~~10-K ~~(Check~~or ~~one):~~any amendment to this Form 10-K. |_|

~~Large~~Indicate ~~Accelerated~~by ~~Filer~~check omark ~~Accelerated~~whether ~~Filer~~the oregistrant is ~~Non~~a large accelerated filer, an accelerated filer, a non-accelerated ~~Filer~~filer, oor ~~Smaller~~a ~~Reporting~~smaller ~~Company~~reporting xcompany. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

~~(Do~~Large ~~not~~Accelerated ~~check~~Filer if|_| aAccelerated ~~smaller~~Filer ~~reporting~~|_| ~~company.)~~Non-accelerated Filer |_| Smaller Reporting Company |X|

~~Check~~Indicate by check mark whether the ~~issuer~~ registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act). Yes x No o |_|

The aggregate market value of the common stock held by non-affiliates of the issuer was $0.00 on December 31, ~~2009~~2010.

2As of March 18, 2011, there were 31,340,000 shares of common stock, par value $.0001, outstanding.

~~APPLICABLE~~Table of ~~ONLY TO CORPORATE REGISTRANTS~~contents

As of March 16, 2010, there were 31,340,000 shares of common stock, par value $.0001, outstanding.

PART I

ITEM 1.	Description of Business.	1

ITEM 1A.	Risk Factors.	3

ITEM 1B.	Unresolved Staff Comments.	7

ITEM 2.	Description of Property.	7

ITEM 3.	Legal Proceedings.	7

ITEM 4.	Submission of Matters to Vote of Security Holders.	7

PART II

ITEM 5.	Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.	7

ITEM 6.	Selected Financial Data	8

ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	8

ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk.	9

ITEM 8	Financial Statements and Supplementary Data	9

ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	16

ITEM 9A (T)	Controls and Procedures	17

ITEM 9B.	Other Information.	17

PART III

ITEM 10.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.	17

ITEM 11.	Executive Compensation.	19

ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	20

ITEM 13.	Certain Relationships and Related Transactions.	21

ITEM 14.	Principal Accounting Fees and Services.	21

Part IV

Item 15	Exhibits and Financial Statement Schedules	22

Signatures		23

PART I

FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Greenrock Ventures, Inc. (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

3Item 1. Description of Business.

~~PART~~(a) IBusiness Development

~~Item~~Greenrock 1Ventures, Inc. ~~Description~~ (the “Company” or the “Registrant”) was incorporated in the State of ~~Business~~Delaware on February 9, 2009. Since inception, we have been engaged in organizational efforts and obtaining initial financing. We were formed as a vehicle to pursue a business combination and have made no efforts to identify a possible business combination. As a result, we have not conducted negotiations or entered into a letter of intent concerning any target business. Our business purpose is to seek the acquisition of or merger with, an existing company.

(ab) Business ~~Development~~of Issuer

~~Greenrock~~Based ~~Ventures~~on proposed business activities, ~~Inc.~~we ~~(the~~are a “~~Company~~blank check” orcompany. ~~the~~The SEC defines those companies as “~~Registrant”)~~any ~~was~~development ~~incorporated~~stage incompany that is issuing a penny stock, within the ~~State~~meaning of ~~Delaware~~Section on3 ~~February~~(a)(51) 9,of ~~2009.~~the ~~Since~~Exchange ~~inception~~Act, weand ~~have~~that ~~been~~has ~~engaged~~no inspecific ~~organizational~~business ~~efforts and~~plan ~~obtaining~~or ~~initial~~purpose, ~~financing.~~or has Weindicated ~~were~~that ~~formed~~its asbusiness aplan ~~vehicle~~is to ~~pursue~~merge awith ~~business~~an ~~combination~~unidentified company or companies.” Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. ~~have~~Management ~~made~~does nonot intend to undertake any efforts to ~~identify~~cause a ~~possible~~market ~~business~~to ~~combination.~~develop Asin aour ~~result~~securities, weeither ~~have~~debt ~~not~~or ~~conducted~~equity, until ~~negotiations~~we orhave ~~entered~~successfully ~~into~~concluded a ~~letter~~business ofcombination. ~~intent~~We ~~concerning~~intend ~~any~~to ~~target~~comply ~~business.~~with ~~Our~~the ~~business~~periodic ~~purpose is~~reporting torequirements ~~seek~~of the ~~acquisition~~Exchange Act offor orso ~~merger~~long ~~with,~~as anwe ~~existing~~are ~~company~~subject to those requirements.

~~(b) Business~~We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of ~~Issuer~~being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

Based on proposed business activities, we are a “blank check” company. The SEC defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.1

WeThe ~~were~~analysis ~~organized~~of asnew abusiness ~~vehicle~~opportunities has ~~to investigate~~ and, ifwill ~~such~~be ~~investigation~~undertaken ~~warrants,~~by ~~acquire~~or aunder ~~target company~~the orsupervision ~~business~~of ~~seeking~~ the ~~perceived~~officers ~~advantages~~and directors of ~~being~~the aRegistrant. ~~publicly~~The ~~held~~Registrant ~~corporation.~~has ~~Our principal~~considered ~~business~~potential ~~objective~~acquisition ~~for~~transactions ~~the~~with ~~next~~several 12companies, ~~months~~but ~~and~~as ~~beyond~~of ~~such~~this ~~time~~date ~~will~~has benot toentered ~~achieve~~into ~~long-term~~any ~~growth potential~~Letter ~~through~~of aIntent ~~combination~~or other agreement with aany ~~business~~party. ~~rather~~The ~~than~~Registrant ~~immediate,~~has ~~short-term~~unrestricted ~~earnings.~~flexibility Wein ~~will not~~seeking, ~~restrict~~analyzing ~~our~~and ~~potential~~participating ~~candidate~~in ~~target~~potential ~~companies~~business opportunities. toIn ~~any~~its ~~specific~~efforts ~~business,~~to ~~industry~~analyze orpotential ~~geographical location~~acquisition ~~and~~targets, ~~thus,~~the ~~may~~Registrant ~~acquire~~will ~~any~~consider ~~type~~the following kinds of ~~business.~~factors:

~~The~~(a) ~~analysis~~Potential offor ~~new~~growth, ~~business~~indicated ~~opportunities has and will be undertaken~~ by ~~or under the supervision of~~new ~~the officers and directors of the Registrant. The Registrant has considered potential acquisition transactions with several companies~~technology, ~~but~~anticipated asmarket ofexpansion ~~this date has not entered into any Letter of Intent~~ or ~~other~~new agreement with any party. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors:products;

(ab) ~~Potential~~Competitive ~~for~~position ~~growth,~~as ~~indicated~~compared byto ~~new~~other firms ~~technology,~~of ~~anticipated market~~similar ~~expansion~~size orand ~~new~~experience ~~products~~within the industry segment as well as within the industry as a whole;

4(c) Strength and diversity of management, either in place or scheduled for recruitment;

(bd) ~~Competitive~~Capital ~~position~~requirements asand ~~compared~~anticipated availability of required funds, to ~~other~~be ~~firms~~provided ofby ~~similar size~~the ~~and~~Registrant ~~experience~~or ~~within~~from operations, through the ~~industry~~sale ~~segment~~of asadditional ~~well~~securities, asthrough ~~within~~joint ventures ~~the~~or ~~industry~~similar asarrangements aor ~~whole~~from other sources;

(ce) ~~Strength~~The ~~and~~cost ~~diversity~~ of ~~management,~~participation ~~either~~by inthe ~~place~~Registrant as orcompared ~~scheduled for~~to ~~recruitment~~the perceived tangible and intangible values and potentials;

(df) ~~Capital~~The ~~requirements~~extent ~~and anticipated availability of required funds,~~ to bewhich ~~provided by~~ the ~~Registrant~~business ~~or from operations, through the sale of additional securities,~~opportunity ~~through~~can ~~joint~~be ~~ventures or similar arrangements or from other sources~~advanced;

(eg) The ~~cost~~accessibility of ~~participation~~required bymanagement expertise, ~~the~~personnel, ~~Registrant~~raw asmaterials, ~~compared~~services, ~~to the~~professional ~~perceived~~assistance ~~tangible~~ and ~~intangible~~other ~~values~~required ~~and potentials~~items; and

(fh) ~~The~~Other ~~extent~~relevant ~~to which the business opportunity can be advanced;~~factors.

~~(g)~~In ~~The~~applying ~~accessibility~~the foregoing criteria, no one of ~~required~~which ~~management~~will ~~expertise,~~be ~~personnel~~controlling, management will attempt to analyze all factors and circumstances and make a determination based upon ~~raw~~reasonable ~~materials~~investigative measures and available data. Potentially available business opportunities may occur in many different industries, ~~services~~and at various stages of development, ~~professional~~all ~~assistance~~of which will make the task of comparative investigation and ~~other~~analysis ~~required~~of such ~~items;~~business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

~~(h)~~Form ~~Other~~of ~~relevant factors.~~Acquisition

InThe ~~applying~~manner ~~the~~in ~~foregoing criteria, no one of~~ which ~~will~~the beRegistrant ~~controlling, management will attempt to~~participates ~~analyze~~in ~~all~~an ~~factors~~opportunity ~~and~~will ~~circumstances~~depend ~~and make a determination based~~ upon ~~reasonable~~the ~~investigative measures~~nature ~~and~~of ~~available~~the ~~data.~~opportunity, ~~Potentially~~the ~~available~~respective ~~business~~needs ~~opportunities may occur in many different industries,~~ and atdesires ~~various stages~~ of ~~development, all of which will make~~ the ~~task~~Registrant ~~of comparative investigation~~ and ~~analysis~~the promoters of ~~such~~the ~~business~~opportunity, ~~opportunities extremely difficult~~ and ~~complex. Due to~~ the ~~Registrant’s~~relative ~~limited~~negotiating ~~capital~~strength ~~available~~of ~~for investigation,~~ the Registrant ~~may~~and ~~not~~such ~~discover or adequately evaluate adverse facts about the opportunity to be acquired~~promoters.

~~Form~~It is likely that the Registrant will acquire its participation in a business opportunity through the issuance of ~~Acquisition~~common stock or other securities of the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Registrant prior to such reorganization.

The manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and such promoters.2

ItThe ispresent ~~likely~~stockholders ~~that~~of the Registrant will ~~acquire~~likely ~~its~~not ~~participation~~have incontrol ~~a business opportunity through the issuance~~ of ~~common~~a ~~stock~~majority ~~or other securities~~ of the ~~Registrant.~~voting ~~Although~~shares ~~the terms~~ of ~~any such transaction cannot be predicted, it should be noted that in certain circumstances~~ the ~~criteria~~Registrant ~~for~~following ~~determining whether or not an acquisition is~~ a ~~so-called “tax free”~~ reorganization ~~under~~transaction. ~~Section~~As ~~368(a)(1)~~part of ~~the~~such ~~Internal~~a ~~Revenue Code of 1986~~transaction, asall ~~amended (the “Code”), depends upon whether the owners of the acquired business own 80%~~ or ~~more~~a ofmajority ~~the voting stock~~ of the ~~surviving~~Registrant’s ~~entity.~~directors Ifmay ~~a transaction~~resign ~~were~~and ~~structured~~new todirectors ~~take~~may ~~advantage~~be ofappointed ~~these provisions rather than other “tax free”~~without ~~provisions~~any ~~provided~~vote ~~under~~by ~~the Code, all prior~~ stockholders ~~would in such circumstances retain 20% or less of the total issued and~~ .

5In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving us, it will likely be necessary to call a stockholders’ meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

~~outstanding~~It ~~shares~~is anticipated that the investigation of specific business opportunities and the ~~surviving~~negotiation, ~~entity.~~drafting ~~Under~~and ~~other~~execution ~~circumstances~~of relevant agreements, ~~depending~~disclosure ~~upon~~documents ~~the~~and ~~relative~~other ~~negotiating~~instruments ~~strength~~will ofrequire ~~the~~substantial ~~parties,~~management ~~prior~~time ~~stockholders~~and ~~may~~attention ~~retain~~and ~~substantially~~substantial ~~less~~cost ~~than~~for ~~20%~~accountants, ofattorneys and others. ~~the~~If ~~total~~a ~~issued~~decision ~~and~~is ~~outstanding~~made ~~shares~~not ofto participate in a specific business opportunity, the ~~surviving~~costs ~~entity~~theretofore incurred in the related investigation would not be recoverable. ~~This~~Furthermore, ~~could~~even ~~result~~if an agreement is reached for the participation in ~~substantial~~a specific business opportunity, ~~additional~~the ~~dilution~~failure to ~~the~~consummate ~~equity~~that oftransaction ~~those~~may ~~who~~result ~~were~~in ~~stockholders~~the ofloss to the Registrant ~~prior~~of tothe ~~such reorganization~~related costs incurred.

~~The~~We ~~present~~presently ~~stockholders~~have ofno ~~the~~employees. ~~Registrant~~Our ~~will~~officers and ~~likely~~directors ~~not~~are ~~have~~engaged ~~control~~in ofoutside abusiness ~~majority~~activities ofand ~~the~~anticipate ~~voting~~that he will devote to our business only several hours ~~shares~~per ofweek until the ~~Registrant~~acquisition ~~following~~of a ~~reorganization~~successful ~~transaction.~~business Asopportunity ~~part~~has ofbeen ~~such~~consummated. aWe ~~transaction,~~expect ~~all or~~no asignificant ~~majority~~changes ofin the number ~~Registrant’s~~of ~~directors~~our ~~may~~employees ~~resign~~other ~~and~~than ~~new~~such ~~directors~~changes, ~~may~~if beany, ~~appointed~~incident ~~without any~~to ~~vote~~a bybusiness ~~stockholders~~combination.

InItem ~~the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders~~1A. InRisk the case of a statutory merger or consolidation directly involving us, it will likely be necessary to call a stockholders’ meeting and obtain the approval of the holders of a majority of the outstanding sharesFactors. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

ItRisk is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.Factors

WeAn ~~presently~~investment ~~have~~in nothe ~~employees.~~company ~~Our~~is ~~officers~~highly ~~and directors are engaged~~ speculative in ~~outside~~nature ~~business activities~~ and ~~anticipate~~involves ~~that~~an heextremely ~~will~~high ~~devote~~degree ~~to our business only several hours per week until the acquisition~~ of ~~a successful business opportunity has been consummated~~risk. ~~We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.~~

~~Item~~Our ~~1A.~~Business ~~Risk~~Is ~~Factors~~Difficult To Evaluate Because We Have No Operating History.

~~Risk~~As ~~Factors~~we have no operating history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. We have had no recent operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

AnThere ~~investment~~Is inCompetition ~~the~~For ~~company~~Those isPrivate ~~highly~~Companies Suitable ~~speculative~~For inA ~~nature~~Merger ~~and~~Transaction ~~involves~~Of anThe ~~extremely~~Type ~~high~~Contemplated ~~degree of~~By ~~risk~~Management.

6We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

~~Our Business Is Difficult To Evaluate Because We Have No Operating History.~~3

AsFuture weSuccess ~~have~~Is noHighly ~~operating~~Dependent ~~history~~On ~~or revenue and only minimal assets, there is a risk that we will be~~The ~~unable~~Ability toOf ~~continue~~Management asTo aLocate ~~going~~And ~~concern~~Attract ~~and~~A ~~consummate~~Suitable ~~a business combination~~Acquisition. We have had no recent operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

~~There~~The Isnature ~~Competition~~of ~~For~~our ~~Those~~operations ~~Private~~is ~~Companies~~highly ~~Suitable~~speculative and ~~For~~there Ais ~~Merger~~a ~~Transaction~~consequent Ofrisk of loss of your investment. The ~~Type~~success ~~Contemplated~~of our plan of operation will depend to a great extent on Bythe ~~Management~~operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

WeThe ~~are~~Company inHas aNo ~~highly~~Existing ~~competitive~~Agreement ~~market for a small number of business opportunities which could reduce~~For the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A ~~large~~Business ~~number~~Combination ofOr ~~established~~Other ~~and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us~~Transaction. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

~~Future~~We ~~Success~~have Isno ~~Highly~~arrangement, ~~Dependent~~agreement Onor ~~The~~understanding with ~~Ability~~respect Ofto engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management Tohas ~~Locate~~not ~~And~~identified ~~Attract~~any Aparticular ~~Suitable~~industry ~~Acquisition~~or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

~~The~~Management ~~nature~~Intends ofTo ~~our~~Devote ~~operations~~Only isA ~~highly speculative and there is a consequent risk of loss of your investment.~~Limited ~~The~~Amount ~~success~~Of ofTime ~~our~~To ~~plan~~Seeking ofA ~~operation~~Target ~~will~~Company ~~depend~~Which toMay aAdversely ~~great~~Impact ~~extent~~Our onAbility ~~the~~To ~~operations,~~Identify ~~financial~~A ~~condition and~~Suitable ~~management~~Acquisition ~~of the identified business opportunity~~Candidate. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

~~The~~While ~~Company~~seeking ~~Has~~a Nobusiness ~~Existing~~combination, ~~Agreement~~management anticipates ~~For~~devoting Ano ~~Business~~more ~~Combination~~than Ora ~~Other~~few ~~Transaction~~hours per week to our affairs. Our officers have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

WeThe ~~have~~Time noAnd ~~arrangement,~~Cost ~~agreement~~Of orPreparing ~~understanding~~A ~~with~~Private Company ~~respect~~To toBecome ~~engaging~~A inPublic aReporting ~~merger~~Company ~~with,~~May ~~joint venture~~Preclude ~~with~~Us orFrom ~~acquisition~~Entering ~~of,~~Into aA ~~private~~Merger orOr ~~public~~Acquisition ~~entity.~~With NoThe ~~assurances~~Most ~~can~~Attractive Private be Companies.

7Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

~~given~~The ~~that~~Company weMay ~~will~~Be ~~successfully~~Subject ~~identify~~To ~~and~~Further ~~evaluate suitable business opportunities or that we will~~Government ~~conclude~~Regulation aWhich ~~business~~Would ~~combination.~~Adversely ~~Management~~Affect ~~has~~Our ~~not identified any particular industry or specific business within an industry for evaluation~~Operations. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

~~Management~~Although ~~Intends~~we Towill ~~Devote~~be ~~Only~~subject Ato ~~Limited~~the ~~Amount~~reporting requirements Ofunder ~~Time~~the ToExchange ~~Seeking~~Act, Amanagement ~~Target~~believes we will not be subject to regulation under the Investment Company ~~Which~~Act of ~~May~~1940, ~~Adversely~~as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading ~~Impact~~in ~~Our~~securities. ~~Ability~~If Towe ~~Identify~~engage Ain ~~Suitable~~business ~~Acquisition~~combinations ~~Candidate~~which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act and, consequently, violation of the Act could subject us to material adverse consequences.

While seeking a business combination, management anticipates devoting no more than a few hours per week to our affairs. Our officers have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.4

~~The~~Any ~~Time~~Potential ~~And~~Acquisition ~~Cost~~Or OfMerger ~~Preparing~~ With A ~~Private~~Foreign Company ~~To Become A Public Reporting Company~~ May ~~Preclude~~ Subject Us ~~From~~To ~~Entering~~Additional ~~Into A Merger Or Acquisition With The Most Attractive Private Companies~~Risks.

~~Target~~If ~~companies~~we ~~that~~enter ~~fail~~into toa ~~comply~~business combination with a ~~SEC~~foreign ~~reporting~~concern, ~~requirements~~we ~~may~~will ~~delay~~be orsubject ~~preclude~~to ~~acquisition. Sections~~risks 13inherent ~~and~~in ~~15(d)~~business operations outside of the ~~Exchange~~United ~~Act~~States. ~~require~~These ~~reporting~~risks ~~companies to provide certain information~~include, ~~about~~for ~~significant acquisitions~~example, ~~including~~currency ~~certified~~fluctuations, ~~financial~~regulatory ~~statements~~problems, ~~for~~punitive ~~the~~tariffs, ~~company~~unstable ~~acquired, covering~~local ~~one,~~tax ~~two~~policies, ortrade ~~three years~~embargoes, ~~depending~~risks related onto ~~the~~shipment ~~relative size~~ of ~~the~~raw ~~acquisition.~~materials ~~The time~~ and ~~additional~~ ~~costs~~finished ~~that~~goods ~~may~~across benational ~~incurred~~borders byand ~~some~~cultural ~~target~~and ~~entities~~language todifferences. ~~prepare~~Foreign economies ~~these statements~~ may ~~significantly delay~~differ favorably or ~~essentially~~unfavorably ~~preclude~~from ~~consummation~~the ofUnited anStates ~~acquisition.~~economy ~~Otherwise~~in ~~suitable~~growth ~~acquisition~~of ~~prospects that~~gross donational ~~not~~product, ~~have~~rate orof ~~are~~inflation, market ~~unable~~development, torate ~~obtain~~of ~~the~~savings, ~~required~~and ~~audited~~capital ~~statements~~investment, ~~may~~resource beself-sufficiency ~~inappropriate~~and ~~for acquisition~~balance ~~so long as the reporting requirements~~ of ~~the~~payments ~~Exchange~~positions, ~~Act~~and ~~are~~in other ~~applicable~~respects.

~~The~~There ~~Company~~Is ~~May~~Currently BeNo ~~Subject~~Trading ToMarket ~~Further Government Regulation Which Would Adversely Affect~~ For Our ~~Operations~~Common Stock.

~~Although~~Outstanding weshares ~~will~~of beour ~~subject~~Common toStock ~~the reporting requirements under the Exchange Act, management believes~~cannot ~~we will not~~ be ~~subject to regulation under the Investment Company Act of 1940~~offered, ~~as amended (the “Investment Company Act”)~~sold, ~~since~~pledged ~~we will not be engaged in the business of investing~~ or ~~trading~~otherwise intransferred ~~securities. If~~unless wesubsequently ~~engage~~registered inpursuant ~~business combinations which result in our holding passive investment interests in a number of entities~~to, weor ~~could~~exempt befrom ~~subject~~registration ~~to regulation~~ under , the ~~Investment~~Securities ~~Company~~ Act. ~~If so, we would be required to register as an investment company~~ and ~~could~~any beother ~~expected~~applicable tofederal ~~incur~~or ~~significant registration~~state ~~and~~securities ~~compliance~~laws ~~costs~~or regulations. WeThese ~~have~~restrictions ~~obtained~~will nolimit ~~formal determination from~~ the ~~Securities and~~ ~~Exchange~~ability ~~Commission~~of ~~as to~~ our ~~status~~stockholders ~~under the Investment Company Act and, consequently, violation of the Act could subject us~~ to ~~material~~liquidate ~~adverse~~their ~~consequences~~investment.

8Our Business Will Have No Revenues Unless And Until We Merge With Or Acquire An Operating Business.

~~Any~~We ~~Potential~~are ~~Acquisition~~a Ordevelopment ~~Merger~~stage ~~With~~company Aand ~~Foreign~~have had ~~Company~~no ~~May~~revenues ~~Subject~~from Usoperations. ToWe ~~Additional~~may ~~Risks~~not realize any revenues unless and until we successfully merge with or acquire an operating business.

IfThe weCompany ~~enter~~Intends ~~into~~To aIssue ~~business~~More ~~combination with a foreign concern, we will be subject to risks inherent~~Shares inIn ~~business~~A ~~operations~~Merger ~~outside~~Or ~~of the United States. These risks include~~Acquisition, ~~for~~Which ~~example,~~Will ~~currency~~Result ~~fluctuations, regulatory~~In ~~problems,~~Substantial ~~punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences~~Dilution. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

~~There~~Our Iscertificate ~~Currently~~of Noincorporation ~~Trading~~authorizes the ~~Market~~issuance ~~For~~of a maximum of 250,000,000 shares of common stock and a maximum of 20,000,000 shares of referred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of Common Stock or Preferred Stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of Common Stock might be materially adversely affected.

~~Outstanding~~The ~~shares~~Company ofHas ~~our~~Conducted ~~Common~~No ~~Stock~~Market ~~cannot be offered, sold, pledged or otherwise transferred unless~~Research ~~subsequently~~Or ~~registered~~Identification ~~pursuant~~Of ~~to,~~Business ~~or exempt from registration under~~Opportunities, ~~the~~Which ~~Securities~~May ~~Act~~Affect ~~and~~Our ~~any other~~Ability ~~applicable~~To ~~federal~~Identify orA ~~state~~Business ~~securities~~To ~~laws~~Merge orWith ~~regulations.~~Or ~~These restrictions will limit the ability of our stockholders to liquidate their investment~~Acquire.

We have neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our ~~Business~~management ~~Will~~has ~~Have~~not Noidentified ~~Revenues~~any ~~Unless~~specific ~~And~~business combination ~~Until~~or Weother ~~Merge~~transactions ~~With~~for Orformal ~~Acquire~~evaluation Anby ~~Operating~~us, ~~Business~~such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

Because We ~~are~~May aSeek ~~development~~To ~~stage~~Complete ~~company~~A ~~and~~Business Combination ~~have~~Through ~~had~~A no“Reverse ~~revenues~~Merger”, ~~from~~Following ~~operations.~~Such WeA ~~may~~Transaction ~~not~~We ~~realize~~May ~~any revenues~~Not ~~unless~~Be ~~and~~Able ~~until~~To weAttract ~~successfully~~The ~~merge~~Attention ~~with~~Of Major orBrokerage ~~acquire an operating business~~Firms.

~~The~~Additional risks may exist since we will assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of our Company ~~Intends~~since Tothere ~~Issue~~is ~~More~~no ~~Shares~~incentive Into Abrokerage ~~Merger~~firms Orto ~~Acquisition,~~recommend ~~Which~~the ~~Will~~purchase ~~Result~~of Inour ~~Substantial~~common ~~Dilution~~stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.

Our certificate of incorporation authorizes the issuance of a maximum of 250,000,000 shares of common stock and a maximum of 20,000,000 shares of referred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of Common Stock or Preferred Stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of Common Stock might be materially adversely affected.5

9We Cannot Assure You That Following A Business Combination With An Operating Business, Our Common Stock Will Be Listed On NASDAQ Or Any Other Securities Exchange.

~~The~~Following ~~Company~~a ~~Has~~business ~~Conducted~~combination, Nowe ~~Market~~may ~~Research~~seek the Orlisting ~~Identification~~of Ofour ~~Business~~common ~~Opportunities~~stock on NASDAQ or the American Stock Exchange. However, ~~Which~~we ~~May~~cannot assure you that following such a transaction, ~~Affect~~we ~~Our~~will ~~Ability~~be Toable ~~Identify~~to Ameet ~~Business~~the Toinitial ~~Merge~~listing ~~With~~standards Orof ~~Acquire~~either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.

WeThere ~~have~~Is ~~neither~~No ~~conducted~~Public ~~nor~~Market ~~have~~For ~~others~~Our ~~made available to us results of market research concerning~~Common ~~prospective business opportunities. Therefore~~Stock, weNor ~~have~~Have noWe ~~assurances~~Ever ~~that~~Paid ~~market~~Dividends ~~demand~~On ~~exists for a merger or acquisition as contemplated by us.~~ Our ~~management~~Common has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be availableStock. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

~~Because~~There Weis ~~May~~no ~~Seek~~public Totrading ~~Complete~~market Afor ~~Business~~our ~~Combination~~common stock ~~Through~~and Anone ~~“Reverse~~is ~~Merger”,~~expected ~~Following~~to develop in the foreseeable future unless and until we complete a business combination with an operating ~~Such~~business Aand ~~Transaction~~such Webusiness ~~May~~files ~~Not~~a Beregistration ~~Able~~statement Tounder ~~Attract~~the ~~The~~Securities ~~Attention~~Act Ofof ~~Major~~1933, ~~Brokerage~~as ~~Firms~~amended.

~~Additional~~Additionally, ~~risks may exist since~~ we ~~will~~have ~~assist~~never apaid ~~privately held business to become public through~~dividends aon ~~“reverse~~our ~~merger.”~~Common ~~Securities~~Stock ~~analysts~~and ofdo ~~major brokerage firms may~~ not ~~provide~~presently ~~coverage of~~intend ~~our Company since there is no incentive~~ to ~~brokerage~~pay ~~firms~~any todividends ~~recommend~~in the ~~purchase~~foreseeable ~~of our common stock~~future. NoWe ~~assurance~~anticipate ~~can be given~~ that ~~brokerage~~any ~~firms~~funds ~~will~~available for ~~want~~payment toof ~~conduct~~dividends ~~any~~will ~~secondary~~be ~~offerings on~~re-invested ~~behalf~~into ofthe ~~our~~Company ~~post-merger~~to ~~company~~further inits ~~the~~business ~~future~~strategy.

WeAuthorization ~~Cannot~~of ~~Assure~~Preferred ~~You That Following A Business Combination With An Operating Business, Our Common~~ Stock ~~Will Be Listed On NASDAQ Or Any Other Securities Exchange~~.

~~Following~~Our aCertificate ~~business~~of ~~combination,~~Incorporation ~~we may seek~~ authorizes the ~~listing~~issuance of ~~our~~up ~~common~~to ~~stock~~20,000,000 onshares ~~NASDAQ~~of orpreferred ~~the~~stock ~~American Stock~~with ~~Exchange. However~~designations, werights ~~cannot~~and ~~assure~~preferences ~~you~~determined ~~that~~from ~~following~~time ~~such~~to ~~a transaction, we will be able~~time toby ~~meet~~its ~~the~~Board ~~initial listing standards~~ of ~~either~~Directors. ~~of those or any other stock exchange~~Accordingly, ~~or that we will be able to maintain a listing of~~ our ~~common~~Board ~~stock on either~~ of ~~those~~Directors oris ~~any~~empowered, ~~other~~without ~~stock~~stockholder ~~exchange. After completing a business combination~~approval, ~~until~~to ~~our~~issue ~~common~~preferred stock ~~is listed on the NASDAQ or another~~ ~~stock~~with ~~exchange~~dividend, weliquidation, ~~expect that our common stock would be eligible to trade on the OTC Bulletin Board~~conversion, ~~another~~ ~~over-the-counter quotation system~~voting, or onother ~~the~~rights ~~“pink~~which ~~sheets,”~~could ~~where~~adversely ~~our~~affect ~~stockholders may~~the ~~find~~voting itpower ~~more difficult to dispose of shares~~ or ~~obtain~~other ~~accurate~~rights ~~quotations as to~~ of the ~~market~~holders ~~value~~ of ~~our~~the common stock. In ~~addition,~~the weevent ~~would~~of beissuance, ~~subject~~the topreferred anstock ~~SEC~~could ~~rule~~be ~~that~~utilized, ifunder itcertain ~~failed to meet the~~circumstances, ~~criteria~~as ~~set~~a ~~forth~~method inof ~~such rule~~discouraging, ~~imposes~~delaying ~~various~~or ~~practice~~preventing ~~requirements~~a onchange ~~broker-dealers~~in ~~who~~control ~~sell securities~~of ~~governed by~~ the ~~rule~~Company. toAlthough ~~persons~~we ~~other~~have ~~than~~no ~~established~~present ~~customers~~intention ~~and accredited investors.~~to ~~Consequently,~~issue ~~such~~any ~~rule~~shares ~~may~~of ~~deter~~its ~~broker-dealers~~authorized ~~from~~preferred ~~recommending or selling our common~~ stock, ~~which may~~there ~~further~~can ~~affect~~be ~~its~~no ~~liquidity.~~assurance ~~This~~that ~~would~~we ~~also~~will ~~make~~not itdo ~~more~~so ~~difficult~~in ~~for~~the ~~us to raise additional capital following a business combination~~future.

10Control by Management.

~~There~~Management Ishas Nothe ~~Public~~ability ~~Market~~to ~~For~~control ~~Our~~the ~~Common~~operations of ~~Stock,~~the ~~Nor~~Company ~~Have~~and Wewill ~~Ever~~have ~~Paid~~the ~~Dividends~~ability Onto ~~Our~~control ~~Common~~substantially ~~Stock.~~all matters submitted to stockholders for approval, including:

~~There~~• isElection noof ~~public trading market for our common stock and none is expected to develop in~~ the ~~foreseeable future~~board ~~unless and until we complete a business combination with an operating business and such business files a registration statement under the Securities Act~~ of ~~1933, as amended.~~directors;

~~Additionally,~~• weRemoval ~~have~~of ~~never paid dividends on our Common Stock and do not presently intend to pay~~ any ~~dividends~~ ~~in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.~~directors;

~~Authorization~~• Amendment of ~~Preferred~~the ~~Stock.~~Company’s certificate of incorporation or bylaws; and

~~Our~~• ~~Certificate~~Adoption of ~~Incorporation~~measures ~~authorizes~~that the issuance of up to 20,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could ~~adversely~~delay ~~affect the voting power~~ or ~~other~~prevent ~~rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as~~ a ~~method of discouraging, delaying or preventing a~~ change in control ofor ~~the~~impede ~~Company.~~a ~~Although we have no present intention to issue any shares of its authorized preferred stock~~merger, ~~there~~takeover ~~can~~or beother nobusiness ~~assurance that we will not do so in the future~~combination.

~~Control by Management.~~6

~~Management~~This ~~currently~~Report ~~owns~~Contains ~~100%~~Forward-Looking ofStatements And ~~all~~Information ~~the~~Relating ~~issued~~To ~~and outstanding capital stock of the Company. Consequently~~Us, ~~management~~ ~~has~~Our ~~the~~Industry ~~ability~~And toTo ~~control~~Other ~~the operations of the Company and will have the ability to control substantially all matters submitted to stockholders for approval, including:~~Businesses.

•These ~~Election~~forward-looking ofstatements are based on the ~~board~~beliefs of ~~directors;~~our •management, ~~Removal~~as ofwell ~~any~~as ~~directors;~~assumptions •made ~~Amendment~~by ofand information currently available to our management. When used in this prospectus, the ~~Company’s~~words ~~certificate~~“estimate,” of“project,” ~~incorporation~~“believe,” or“anticipate,” ~~bylaws;~~“intend,” “expect” and •similar ~~Adoption~~expressions ofare ~~measures~~intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that ~~could~~may ~~delay~~cause orour ~~prevent~~actual aresults ~~change~~to differ materially from those contemplated in ~~control~~our orforward-looking ~~impede~~statements. aWe ~~merger~~caution you not to place undue reliance on these forward-looking statements, ~~takeover~~which speak only as of the date of this prospectus. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or ~~other~~circumstances ~~business~~after ~~combination~~the date of this prospectus or to reflect the occurrence of unanticipated events.

~~Our~~Item ~~CEO and Director also own 100% of our issued and outstanding common stock~~1B. ~~Accordingly,~~Unresolved ~~this~~Staff concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the common stockComments.

11None.

~~This~~Item ~~Report~~2. ~~Contains~~Description ~~Forward-Looking~~of ~~Statements And Information Relating To Us, Our Industry And To Other Businesses~~Property.

~~These~~We ~~forward-looking~~neither ~~statements~~rents ~~are~~nor ~~based~~owns onany ~~the~~properties. ~~beliefs of our management, as well as assumptions~~We ~~made by and information~~ currently ~~available~~have tono ~~our~~policy management. When used in this prospectus, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to ~~future~~investments ~~events~~or ~~and~~interests ~~are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated~~ in ~~our~~real ~~forward-looking statements. We caution you not to place undue reliance on these forward-looking statements~~estate, ~~which speak~~real ~~only~~estate asmortgages ofor ~~the~~securities ~~date~~ of, ~~this prospectus. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events~~ or ~~circumstances after the date~~interests ofin, ~~this~~persons ~~prospectus~~primarily orengaged toin ~~reflect~~real ~~the~~estate ~~occurrence of unanticipated events~~activities.

Item 1B3. ~~Unresolved~~ ~~Staff~~Legal ~~Comments~~Proceedings.

~~None~~There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

Item 24. ~~Description~~ Submission of ~~Property~~Matters to Vote of Security Holders.

WeFor ~~neither~~the ~~rents~~period ~~nor~~from ~~owns~~the ~~any~~inception ~~properties.~~of Wethe ~~currently~~Company on ~~have~~February no9, ~~policy~~2009 ~~with respect~~ to ~~investments~~December ~~or interests in real estate~~31, ~~real~~2010 ~~estate~~there ~~mortgages~~have orbeen ~~securities~~no ~~of,~~matters orsubmitted ~~interests~~to ~~in,~~the ~~persons~~vote ~~primarily engaged~~of inthe ~~real~~security ~~estate activities~~holders.

~~Item~~PART ~~3. Legal Proceedings.~~II

~~Item~~Common ~~4. Submission of Matters to Vote of Security Holders.~~Stock

~~For~~Our ~~the~~Certificate ~~period~~of ~~from~~Incorporation authorizes the ~~inception~~issuance of ~~the~~up ~~Company~~to on250,000,000 ~~February~~shares 9of common stock, ~~2009~~par tovalue ~~December~~$.0001 ~~31,~~per ~~2009~~share ~~there~~(the ~~have~~“Common ~~been~~Stock”). The Common noStock ~~matters~~is ~~submitted~~not tolisted ~~the~~on ~~vote~~a publicly-traded market. As of ~~the~~March ~~security~~18, 2010, there were three holders of record of the Common Stock.

12Preferred Stock

~~PART~~Our IICertificate of Incorporation authorizes the issuance of up to 20,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). The Company has not yet issued any of its preferred stock.

~~Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.~~Dividends

~~Common~~We ~~Stock~~have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.

Our Certificate of Incorporation authorizes the issuance of up to 250,000,000 shares of common stock, par value $.0001 per share (the “Common Stock”). The Common Stock is not listed on a publicly-traded market. As of March 16, 2010, there was one holder of record of the Common Stock.7

~~Preferred~~Securities ~~Stock~~Authorized for Issuance under Equity Compensation Plans

~~Our~~The ~~Certificate~~Company ofdoes ~~Incorporation~~not ~~authorizes~~have ~~the~~any ~~issuance~~equity ofcompensation plans upor any individual compensation arrangements with respect to ~~20,000,000~~its ~~shares~~common ofstock or preferred stock,. The issuance of any of our ~~par~~common ~~value~~or ~~$.0001~~preferred ~~per~~stock ~~share~~is (within the ~~“Preferred~~discretion ~~Stock”).~~of ~~The~~our ~~Company~~Board of Directors, which has ~~not~~the ~~yet~~power ~~issued~~to issue any or all of ~~its~~our ~~preferred~~authorized but ~~stock~~unissued shares without stockholder approval.

~~Dividends~~Recent Sales of Unregistered Securities

WeThere have ~~not~~been ~~paid~~no ~~any~~recent ~~dividends~~sales onof ~~our common stock to date and do not intend to pay dividends prior~~Unregistered toSecurities ~~the~~which ~~completion~~would ~~of a business combination. The payment of dividends in the future will~~ be ~~contingent upon~~required ~~our revenues and earnings, if any, capital requirements and general financial condition subsequent~~ to ~~completion~~be ofdisclosed apursuant ~~business combination. The payment of any dividends subsequent~~ to aItem ~~business~~701 ~~combination will be within the discretion~~ of ~~our~~Regulation ~~then board of directors~~S-K. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.

~~Securities~~The ~~Authorized~~Company’s ~~for~~Board ~~Issuance~~of ~~under~~Directors ~~Equity~~has the ~~Compensation~~power ~~Plans~~to issue any or all of the authorized but unissued Common Stock without stockholder approval. The Company currently has no commitments to issue any shares of common stock. However, the Company will, in all likelihood, issue a substantial number of additional shares in connection with a business combination. Since the Company expects to issue additional shares of common stock in connection with a business combination, existing stockholders of the Company may experience substantial dilution in their shares. However, it is impossible to predict whether a business combination will ultimately result in dilution to existing shareholders. If the target has a relatively weak balance sheet, a business combination may result in significant dilution. If a target has a relatively strong balance sheet, there may be little or no dilution.

~~The~~Issuer ~~Company~~Purchases ~~does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance~~ of ~~any~~Equity ~~of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.~~Securities

~~Recent Sales of Unregistered Securities~~None.

OnItem ~~February 9, 2009, the Company offered and sold 31,340,000 shares of Common Stock to Mr~~6. ~~William~~Selected ~~Tay,~~Financial its sole officer and director, in exchange for incorporation fees and annual resident agent fees in the State of Delaware, and developing our business concept and plan. The Company sold these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act. Data

13As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

WeItem ~~relied~~7. ~~upon~~Management’s ~~Section~~Discussion ~~4(2)~~and ofAnalysis ~~the Securities Act~~ of ~~1933,~~Financial asCondition ~~amended~~and ~~for~~Results ~~the~~of ~~above issuances~~Operation. ~~We believed that Section 4(2) was available because:~~

•We ~~None~~were oforganized ~~these~~as ~~issuances~~a ~~involved~~vehicle ~~underwriters~~to investigate and, ~~underwriting~~if ~~discounts~~such investigation warrants, acquire a target company or ~~commissions;~~business •seeking Wethe ~~placed~~perceived ~~restrictive~~advantages ~~legends~~of onbeing ~~all~~a ~~certificates~~publicly held ~~issued;~~corporation. •Our Noprincipal ~~sales~~business ~~were~~objective ~~made~~for bythe ~~general~~next ~~solicitation~~12 ormonths ~~advertising;~~and •beyond ~~Sales~~such ~~were~~time ~~made~~will ~~only~~be to ~~accredited~~achieve ~~investors~~long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

InWe ~~connection~~do ~~with~~not ~~the~~currently ~~above~~engage ~~transactions,~~in weany ~~provided~~business activities that provide cash flow. The costs of investigating and analyzing business combinations for the ~~following~~next 12 months and beyond such time will be paid with amounts to ~~all~~be loaned to or invested in us by our stockholders, management or other investors:.

•During ~~Access to all our books and records. • Access to all material contracts and documents relating to our operations. • The opportunity to obtain any additional information, to~~ the ~~extent~~next twelve months we ~~possessed~~anticipate ~~such~~incurring ~~information,~~costs ~~necessary~~related to ~~verify the accuracy of the information to which the investors were given access.~~:

~~The~~(i) ~~Company’s~~filing ~~Board~~ of ~~Directors has the power to issue any or all of the authorized but unissued~~Exchange ~~Common~~Act ~~Stock without stockholder approval. The Company currently has no commitments to issue any shares of common stock. However~~reports, the Company will, in all likelihood, issue a substantial number of additional shares in connection with a business combination. Since the Company expects to issue additional shares of common stock in connection with a business combination, existing stockholders of the Company may experience substantial dilution in their shares. However, it is impossible to predict whether a business combination will ultimately result in dilution to existing shareholders. If the target has a relatively weak balance sheet, a business combination may result in significant dilution. If a target has a relatively strong balance sheet, there may be little or no dilution.and

~~Issuer~~(ii) ~~Purchases~~costs ofrelating ~~Equity~~to consummating ~~Securities~~an acquisition.

~~None~~We believe we will be able to meet these costs through amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

~~Item~~We 6may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. ~~Selected~~ ~~Financial~~In ~~Data~~the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

~~As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.~~8

~~Item~~Any 7target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. ~~Management’s~~ ~~Discussion~~In that event, we will be subject to numerous risks inherent in the business and ~~Analysis~~operations of ~~Financial~~financially unstable ~~Condition~~ and ~~Results~~early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent ~~Operation~~in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

WeOur ~~were~~management ~~organized~~anticipates asthat ait ~~vehicle~~will likely be able to ~~investigate~~effect ~~and~~only one business combination, ifdue ~~such~~primarily ~~investigation~~to ~~warrants~~our limited financing, ~~acquire~~and athe ~~target~~dilution of interest for present ~~company~~and orprospective ~~business~~stockholders, ~~seeking~~which ~~the~~is ~~perceived~~likely ~~advantages~~to ofoccur ~~being~~as a ~~publicly~~result ~~held~~of ~~corporation.~~our ~~Our~~management’s ~~principal~~plan to offer a controlling interest to a target business ~~objective~~in ~~for~~order ~~the~~to ~~next~~achieve 12a ~~months~~tax-free ~~and~~reorganization. ~~beyond~~This ~~such~~lack ~~time~~of ~~will~~diversification should be toconsidered ~~achieve~~a ~~long-term growth~~substantial risk in investing in us, because it will not permit us to offset potential ~~through~~losses afrom ~~combination~~one ~~with~~venture aagainst ~~business~~gains ~~rather~~from another.

14We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

~~than immediate, short-term earnings.~~ We ~~will~~do not ~~restrict~~currently ~~our~~intend ~~potential~~to ~~candidate~~retain ~~target~~any ~~companies~~entity to ~~any~~act ~~specific~~as ~~business,~~a ~~industry~~“finder” orto ~~geographical~~identify ~~location~~ and, ~~thus,~~analyze ~~may~~the ~~acquire~~merits ~~any~~of ~~type~~potential oftarget ~~business~~businesses.

WeOff-Balance doSheet not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with amounts to be loaned to or invested in us by our stockholders, management or other investors.Arrangements

~~During~~The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the ~~next~~Company’s ~~twelve~~financial ~~months~~condition, changes wein ~~anticipate~~financial ~~incurring~~condition, ~~costs~~revenues ~~related~~or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to: investors.

~~(i)~~Contractual ~~filing of Exchange Act reports, and~~Obligations

~~(ii)~~As ~~costs~~a ~~relating~~“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to ~~consummating~~provide anthis ~~acquisition~~information.

WeItem ~~believe~~7A. weQuantitative ~~will~~and beQualitative ~~able~~Disclosures toabout ~~meet~~Market ~~these costs through amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors~~Risk.

WeAs ~~may consider~~ a ~~business~~“smaller ~~which~~reporting ~~has recently commenced operations, is a developing~~ company ~~in need~~” ofas ~~additional~~defined ~~funds~~by ~~for~~Item ~~expansion~~10 ~~into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need~~ of ~~additional~~Regulation ~~capital. In the alternative~~S-K, ~~a business combination may involve~~ the ~~acquisition~~ ~~of,~~Company oris ~~merger with, a company which does~~ not ~~need~~required ~~substantial additional capital, but which desires~~ to ~~establish~~provide athis ~~public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering~~information.

~~Any target business that is selected may be a financially unstable company or an entity in its early~~Item ~~stages~~8 Financial ofStatements ~~development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business~~ and ~~operations~~Supplementary of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.Data

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.9

15Stan J.H. Lee, CPA

We2160 ~~anticipate~~North ~~that~~Central ~~the selection of a business combination will be complex and extremely risky~~Rd. ~~Because of~~Suite ~~general~~203 ~~economic conditions, rapid technological advances being made in some industries and shortages~~tFort ofLee ~~available~~t ~~capital,~~NJ our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.07024

WeP.O. doBox ~~not~~436402 ~~currently intend to retain any entity to act as a “finder” to identify and analyze~~t ~~the~~San ~~merits~~Diegot ofCA ~~potential target businesses.~~92143-9402

~~Off~~619-~~Balance~~623-7799 ~~Sheet~~tFax 619-564-3408 ~~Arrangements~~t E-mail) stan2u@gmail.com

~~The~~REPORT ~~Company~~OF ~~does~~INDEPENDENT ~~not~~REGISTERED ~~have~~PUBLIC ~~any off-balance sheet arrangements that have or are reasonably likely to~~ACCOUNTING have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. FIRM

~~Contractual~~To ~~Obligations~~the Board of Directors and Stockholders

AsGreenrock ~~a “smaller reporting company” as defined by Item 10 of Regulation S-K~~Ventures, ~~the Company is not required to provide this information~~Inc.

~~Item~~(A ~~7A. Quantitative~~Development ~~and~~Stage ~~Qualitative Disclosures about Market Risk.~~Company)

AsWe ahave ~~“smaller~~audited ~~reporting~~the ~~company”~~accompanying asbalance ~~defined~~sheet of byGreenrock ~~Item~~Ventures, 10Inc. as of ~~Regulation~~December ~~S-K~~31, 2010, and the ~~Company~~related isstatements of operation, shareholders' equity (deficit) and ~~not~~cash ~~required~~flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to ~~provide~~express ~~this~~an ~~information~~opinion on these financial statements based on our audit.

~~Item~~We 8conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). ~~Financial~~ ~~Statements~~Those standards require that we plan and ~~Supplementary~~perform ~~Data~~the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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. We believe that our audit provides a reasonable basis for our opinion.

~~Please~~In ~~see~~our opinion, the financial statements ~~beginning~~referred to onabove ~~page~~present ~~F-1~~fairly, ~~located~~in ~~elsewhere~~all inmaterial ~~this~~respects, ~~annual~~the ~~report~~financial onposition of Greenrock Ventures, Inc. as of December 31, 2010, ~~Form~~and ~~10-K~~the results of its operation and ~~incorporated~~its ~~herein~~cash byflows ~~reference~~for the period aforementioned in conformity with U.S. generally accepted accounting principles.

~~Item~~The 9financial statements have been prepared assuming that the Company will continue as a going concern. ~~Changes~~As discussed in ~~and~~the ~~Disagreements~~note ~~with~~to ~~Accountants~~the onfinancial ~~Accounting~~statements, the Company has established any source of revenue to cover its operating costs and ~~Financial~~losses ~~Disclosure~~from operations raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~There~~/s/ ~~are~~Stan ~~not~~J.H. ~~and have not been any disagreements between the Company and its accountants on any matter of accounting principles~~Lee, ~~practices or financial statement disclosure.~~CPA

16----------------------------------

~~Item~~Stan ~~9A(T)~~J.H. ~~Controls~~Lee, ~~and Procedures.~~CPA

~~Evaluation~~March of18, ~~Disclosure Controls and Procedures~~2011

~~The~~Fort Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recordedLee, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.NJ

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s President, Principal Financial Officer and Secretary, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, the Company’s sole officer concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.10

~~Evaluation~~GREENROCK ofVENTURES, ~~Internal Controls over Financial Reporting~~INC.

~~This~~(A ~~annual~~DEVELOPMENT ~~report~~STAGE does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.COMPANY)

~~Changes~~BALANCE ~~in Internal Controls over Financial Reporting~~SHEET

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter of the year ended December 31, 2009, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

	As of December 31, 2010 (Audited)			As of December 31, 2009 (Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	—		$	—
Total Current Assets		—			—

Total Assets	$	—		$	—

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

Total Liabilities		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		3,134			3,134
Deficit accumulated during development stage	$	(5,133	)	$	(3,134	)

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


Total Liabilities and Stockholders’ Equity	$	—		$	—

17The accompanying notes are an integral part of these financial statements.

~~Item 9B. Other Information.~~11

~~Not~~GREENROCK VENTURES, ~~applicable~~INC.

~~PART~~(A ~~III~~DEVELOPMENT STAGE COMPANY)

~~Item~~STATEMENTS ~~10.~~OF ~~Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.~~OPERATIONS

(a) Identification of Directors and Officers.

	As of December 31, 2010 (Audited)			As of December 31, 2009 (Unaudited)			February 9, 2009 (inception) to December 31, 2010 (Unaudited)
Revenues
Revenues	$	—		$	—		$	—
Total Revenues		—			—			—

Operating Costs and Expenses
General & Administrative Expenses		1,999			3,134			5,133

Total Operating Costs and Expenses		1,999			3,134			5,133

Net Income (Loss)	$	(1,999	)	$	(3,134	)	$	(5,133	)

Basic and diluted loss per common share	$	(0.00006378	)	$	(0.0001	)	$	(0.00016378	)

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

~~A. Identification of Directors and Officers.~~ The ~~current~~accompanying ~~officers~~notes ~~and~~are ~~directors~~an ~~will~~integral ~~serve for one~~part ~~year~~of orthese ~~until~~financial ~~their respective successors are elected and qualified~~statements. ~~They are:~~

Name		Age		Position(s)
William Tay		38		Chairman of the Board of Directors, Chief Executive Officer, President, Secretary and Treasurer

~~William~~GREENROCK ~~Tay is the Chairman of the Board of Directors~~VENTURES, ~~Chief Executive Officer, President, Secretary and Treasurer of the Company~~INC. ~~Mr. Tay has served as an officer and Director of the Company since February 9, 2009. His business experience is as follows:~~

~~William~~(A ~~Tay,~~DEVELOPMENT ~~age~~STAGE 38, has been the President, Chief Financial Officer, Secretary and Director of Greenrock Ventures, Inc., a Delaware corporation, since its inception on February 9, 2009. For the past five years, Mr. Tay has been a business consultant, specializing in corporate and securities consulting services for small to medium sized entrepreneurial companies. Mr. Tay has years of experience in starting new enterprises; having spent the last 10 years in forming many companies and providing consulting services to a variety of businesses. He has COMPANY)

18STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

experience in business reorganizations and cross border business transactions. Mr. Tay has also been involved in rehabilitating dormant shell companies in the past for sale to or acquisition by target companies. Prior to that, Mr. Tay was a licensed National Association of Securities Dealers (NASD) Series 7 Registered Representative, with several broker/dealer firms in New York.

							(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						—		(3,134	)		(3,134	)

Balance at December 31, 2009 (Unaudited)		31,340,000	$	3,134	$	—	$	(3,134	)	$	—

Net loss						—	$	(1999	)	$	(1,999	)

Balance at December 31, 2010 (Audited)		31,340,000	$	3,134	$	—	$	(5,133	)	$	(1,999	)

B.The ~~Significant~~accompanying ~~Employees~~notes are an integral part of these financial statements.

~~As of the date hereof, the Company has no significant employees.~~13

C.GREENROCK ~~Family~~VENTURES, ~~Relationships~~INC.

~~There~~(A ~~are~~DEVELOPMENT noSTAGE ~~family relationships among directors, executive officers, or persons nominated or chosen by the issuer to become directors or executive officers.~~COMPANY)

D.STATEMENTS ~~Involvement~~OF inCASH ~~Certain Legal Proceedings.~~ FLOW

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years.

		As of December 31, 2010 (Audited)			As of December 31, 2009 (Unaudited)			February 9, 2009 (inception) to December 31, 2010 (Unaudited)
Cash Flows from Operating Activities
Net income (loss)	$	(1,999	)	$	(3,134	)	$	(5,133	)
Changes in working capital

Net Cash Provided (Used) by Operating Activities	$	(1,999	)		(3,134	)		(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		$	3,134
Advance from related parties		1,999						1,999
Net Cash Provided by Financing Activities		1,999			3,134			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			3,134

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

~~Compliance~~The ~~with~~accompanying ~~Section~~notes ~~16(a)~~are an integral part of ~~the~~these ~~Exchange~~financial ~~Act~~statements.

Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.14

~~Based~~GREENROCK ~~solely on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31~~VENTURES, ~~2009 and written representations that no other reports were required, the~~INC. ~~Company~~(A ~~believes~~DEVELOPMENT ~~that~~STAGE ~~believes that no person who, at any time during such fiscal year, was a director,~~COMPANY) ~~officer~~NOTES orTO ~~beneficial~~FINANCIAL ~~owner of more than 10% of the Company’s common stock failed to comply~~STATEMENTS ~~with~~AS ~~all~~OF ~~Section~~DECEMBER ~~16(a)~~31, ~~filing requirements during such fiscal years.~~2010

~~Code~~NOTE of1 ~~Ethics~~BUSINESS DESCRIPTION AND ORGANIZATION

WeGreenrock ~~have~~Ventures, ~~not~~Inc. ~~adopted~~("Greenrock") was aincorporated ~~Code~~in ofDelaware ~~Business~~on ~~Conduct~~February ~~and~~9, ~~Ethics~~2009. ~~that~~Greenrock ~~applies~~intends to ~~our~~serve ~~principal~~as ~~executive~~a ~~officer, principal~~vehicle ~~financial~~to ~~officer,~~effect ~~principal~~an ~~accounting~~asset ~~officer~~acquisition, ~~or controller~~merger, exchange orof ~~persons~~capital ~~performing~~stock ~~similar functions~~or inother ~~that~~business ~~our~~combination ~~sole~~with ~~officer~~a ~~and~~domestic ~~director~~or ~~serve~~foreign ~~in these capacities~~business.

19NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Nominating~~Basis ~~Committee~~of Presentation - Development Stage Company

WeThe ~~have~~Company ~~not~~is ~~adopted~~a ~~any~~development ~~procedures~~stage company as defined by ~~which~~ASC ~~security~~915-10-05, ~~holders~~“Development ~~may~~Stage ~~recommend~~Entity”. The ~~nominees~~Company tois ~~our~~still ~~Board~~devoting substantially all of its ~~Directors~~efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated, since inception, have been considered as part of the Company’s development stage activities.

~~Audit~~Greenrock ~~Committee~~has elected a fiscal year ending on December 31.

~~The~~Cash ~~Board~~and ofcash Directors acts as the audit committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.equivalents

~~Item~~Cash ~~11. Executive~~and ~~Compensation~~cash equivalents include cash on hand, cash accounts, interest bearing savings accounts and time certificates of deposit with a maturity of three months or less when purchased.

~~Our~~Use officer and director does not receive any compensation for services rendered to the Company since inception, has not received such compensation in the past, and is not accruing any compensation pursuant to any agreement with the Company. No remuneration of ~~any nature has been paid for or on account of services rendered by a director in such capacity. Our officers and directors intend to devote no more than a few hours a week to our affairs.~~estimates

~~Our~~The ~~officers~~preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and ~~directors~~assumptions ~~will~~that ~~not~~affect ~~receive~~the reported ~~any~~amounts ~~finder’s~~of ~~fee,~~assets ~~either~~and ~~directly~~liabilities orand ~~indirectly,~~disclosures asof contingent assets and liabilities at the date of the financial statements aand ~~result~~the reported amounts of ~~any~~revenues ~~efforts~~and toexpenses ~~implement~~during ~~our~~the ~~business~~reporting ~~plan~~period. ~~outlined~~Actual ~~herein~~results could differ from those estimates.

ItIncome is possible that, after we successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, we have adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.Taxes

NoThe ~~retirement,~~Company ~~pension~~uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, ~~profit~~“Accounting ~~sharing~~for Income Taxes.” Under this method, ~~stock~~income tax ~~option~~expense oris ~~insurance~~recognized ~~programs~~for the amount of: (i) taxes payable or ~~other~~refundable ~~similar~~for ~~programs~~the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been ~~adopted~~recognized ~~for~~in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the ~~benefit~~years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of ~~its~~a ~~employees~~change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

~~There~~ASC ~~are~~740-10 noprescribes ~~understandings~~a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or ~~agreements~~expected ~~regarding~~to ~~compensation~~be ~~our~~taken ~~management~~on ~~will~~a ~~receive~~tax ~~after~~return. Under ASC 740-10, a ~~business~~tax ~~combination~~benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is ~~required~~sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to bethe ~~included~~extent ina ~~this~~current ~~table~~benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, orif ~~otherwise~~any, are included as components of income tax expense and income taxes payable.

~~Director Compensation~~15

WeBasic doLoss ~~not~~Per ~~currently~~Common ~~pay any cash fees to our directors, nor do we pay directors’ expenses in attending board meetings.~~Share

20Basic loss per common share has been calculated based on the weighted average number of shares outstanding during the period after giving retroactive effect to stock splits. There are no dilutive securities at December 31, 2010 for purposes of computing fully diluted earnings per share.

~~Employment~~Impact ~~Agreements~~of New Accounting Standards

~~The~~Greenrock ~~Company~~does is not aexpect ~~party~~the adoption of recently issued accounting pronouncements to ~~any~~have ~~employment~~a ~~agreements~~significant impact on Greenrock’s results of operations, financial position, or cash flow.

~~Item~~NOTE ~~12.~~3 ~~Security~~SHAREHOLDER’S ~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~EQUITY

~~(a)~~Preferred ~~Security ownership of certain beneficial owners.~~Stock

~~The~~Greenrock’s ~~following~~board ~~table sets forth, as~~ of ~~March~~directors ~~16,~~has ~~2010,~~ the ~~number of shares of Common Stock owned~~ ofauthority ~~record~~to establish and ~~beneficially~~fix bythe ~~executive~~designation, ~~officers~~powers, ~~directors and persons who hold 5%~~ or ~~more~~preferences of ~~the outstanding~~preferred ~~Common~~shares ~~Stock~~without offurther ~~the~~vote ~~Company.~~by ~~Also included are~~ the ~~shares held by all executive officers and directors as a group~~shareholders.

Name and Address	Amount and Nature of Beneficial Ownership	Percentage of Class
William Tay P.O. Box 42198 Philadelphia, PA 19101	31,340,000	100%
All Officers and Directors as a group	31,340,000	100%

Greenrock has the following classes of capital stock as of December 31, 2010:

Item 13. Certain Relationships and Related Transactions.

	•	Common stock – 250,000,000 shares authorized; $0.0001 par value; 31,340,000 shares issued and outstanding.

	•	Preferred stock – 20,000,000 shares authorized; $0.0001 par value; no shares issued and outstanding.

~~Except~~Note as4 ~~otherwise~~– ~~indicated~~GOING ~~herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.~~CONCERN

~~Item~~The 14Company’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. ~~Principal~~ ~~Accounting~~The ~~Fees~~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 ~~Services~~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.

~~Stan~~Item J9.H. ~~Lee,~~Changes ~~CPA~~in ~~(“SJHL”)~~and isDisagreements ~~the~~with ~~Company’s~~Accountants ~~independent~~on ~~registered~~Accounting ~~public~~and ~~accounting firm~~Financial Disclosure.

~~Audit~~There ~~Fees~~are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure.

The firm of SJHL acts as our principal accountant. Our sole officer and director, Mr. William Tay, paid $1,100 on our behalf to SJHL during the period from February 9, 2009 (inception) to April 30, 2009 for its audit of our financial statements which were included in our Form 10-12G filed with the United States Securities and Exchange Commission on May 26, 2009, and as amended on June 30, 2009 and July 29, 2009. 16

21Item 9A (T) Controls and Procedures

~~Audit-Related~~Evaluation ~~Fees~~of Disclosure Controls and Procedures

~~There~~The ~~were~~Company’s nomanagement ~~fees~~is ~~billed~~responsible for byestablishing ~~SJHL~~and ~~for~~maintaining ~~assurance~~a system of disclosure controls and ~~related~~procedures ~~services~~(as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that ~~are~~is ~~reasonably~~designed ~~related~~to ensure that information required to be disclosed by the ~~performance~~Company ofin the ~~audit~~reports that the Company files or ~~review~~submits ofunder the ~~Company~~Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s ~~financial~~rules ~~statements~~and ~~for~~forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the ~~fiscal~~reports that it files or submits under the Exchange Act ~~year~~is ~~ended~~accumulated ~~December~~and 31communicated to the issuer’s management, ~~2009~~including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Tax~~In ~~Fees~~accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s President, Principal Financial Officer and Secretary, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, the Company’s sole officer concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

~~There~~Evaluation ~~were~~of noInternal ~~fees~~Controls ~~billed~~over ~~by SJHL for professional services for tax compliance, tax advice, and tax~~Financial ~~planning~~Reporting ~~for the fiscal year ended December 31, 2009.~~

~~All~~This ~~Other~~annual ~~Fees~~report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

~~There~~Changes ~~were~~in noInternal ~~fees~~Controls ~~billed~~over ~~by SJHL for other products and services for the fiscal year ended December~~Financial ~~31, 2009.~~Reporting

~~Audit~~There ~~Committee~~have been no significant changes to the Company’s ~~Pre-Approval~~internal ~~Process~~controls over financial reporting that occurred during our last fiscal quarter of the year ended December 31, 2010, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

~~The~~Item ~~Board~~9B. ofOther ~~Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors~~Information.

~~PART~~Not IVapplicable.

~~Item~~PART ~~15. Exhibits, Financial Statement Schedules.~~III

Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) ~~Exhibits:~~of the Exchange Act.

Exhibit No.		Description
3.1*		Certificate of Incorporation
3.2*		By-laws
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2009
31.2		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2009
32.1		Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2		Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

(a) Identification of Directors and Officers.

22A. Identification of Directors and Officers. The current officers and directors will serve for one year or until their respective successors are elected and qualified. They are:

_____________________

Name	Age	Position(s)
Andriy Zinchuk	22	Chairman of the Board of Directors, Chief Executive Officer, President, Secretary and Treasurer

* Filed as an exhibit to the Company’s registration statement on Form 10-12G, as filed with the United States Securities and Exchange Commission on May 26, 2009 and incorporated herein by this reference.17

~~(b)~~Andriy ~~The~~Zinchuk ~~following~~is ~~documents~~the ~~are~~Chairman ~~filed~~of the Board of Directors, Chief Executive Officer, President, Secretary and Treasurer of the Company. Mr. Zinchuk has served as ~~part~~an officer and Director of the ~~report~~Company since August 9, 2010. His business experience is as follows:

1.Andriy ~~Financial~~Zinchuk, ~~Statements:~~age ~~Balance Sheet~~22, ~~Statement~~has ofbeen ~~Operations~~the President, ~~Statement~~Chief ofFinancial ~~Stockholder’s Equity~~Officer, ~~Statement~~ Secretary and Director of ~~Cash~~Greenrock ~~Flows~~Ventures, ~~and~~Inc., ~~Notes~~a toDelaware ~~Financial~~corporation, ~~Statements~~since December 10, 2009.

WeLTD ~~are~~"Company anOsnova" ~~inactive entity as defined by Section 3-11 of Regulation S-X. Accordingly~~(Kyiv, ~~the financial~~Ukraine, ~~statements~~March ~~required~~2010 ~~for~~– ~~purposes of reports pursuant to the Securities Exchange Act of 1934 are unaudited.~~Present)

~~SIGNATURES~~• Position: Economist

InWestern ~~accordance~~Sugar ~~with~~Group ~~Section 13 or 15~~(d)Lutsk, ~~of the Securities Exchange Act of 1934~~Ukraine, ~~the registrant has duly~~November ~~caused~~2009 ~~this~~– ~~report~~March ~~to be signed on its behalf by the undersigned, thereunto duly authorized.~~2010)

	GREENROCK VENTURES, INC.
Dated: March 16, 2010	By:	/s/ William Tay
		William Tay
		President and Director
		Principal Executive Officer
		Principal Financial Officer

• Position: CEO Assistant (Intern)

InVolyn ~~accordance~~State ~~with~~Administration, ~~Section~~Department 13of orInternational Cooperation 15(d)Lutsk, ~~of the Securities Exchange Act of 1934~~Ukraine, ~~this~~Dec. ~~report~~2009 ~~has~~– ~~been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated~~Feb. 2010)

	Title	Date
/s/ William Tay
	President, Secretary, Chief	March 16, 2010
William Tay	Financial Officer and Sole Director

• Position: Assistant to the Head of Department (Intern, Volunteer)

23Parliament of Canada, Conservative Party (Ottawa, Canada, Sep. – Dec. 2009)

~~GREENROCK~~• Position: ~~VENTURES,~~Assistant ~~INC~~to M. (AP. ~~DEVELOPMENT STAGE COMPANY)~~Patrick ~~BALANCE~~Brown, ~~SHEET (UNAUDITED)~~Intern

	As of December 31, 2009
ASSETS
Current Assets
Cash and cash equivalents	$	—
Total Current Assets		—
Total Assets	$	—
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities	$	—
Total Liabilities		—
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		3,134
Deficit accumulated during development stage		(3,134	)
Total Stockholders’ Equity (Deficit)		—
Total Liabilities and Stockholders’ Equity	$	—

Consulate General of Ukraine, Canada-Ukraine Trade and Economic Mission (Toronto, Canada, Jun. – Sep.2009)

~~The~~• Position: ~~accompanying~~Assistant ~~notes~~to ~~are~~the anHead ~~integral part~~ of Trade ~~these~~and ~~financial~~Economic ~~statements.~~Mission, Intern

~~F-1~~Radio Show “4 Wave – Sunday” (Vancouver, Canada, Jan. – Jun. 2009)

~~GREENROCK~~Position: ~~VENTURES~~Producer, ~~INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED)~~Host

		As of December 31, 2009			February 9, 2009 (inception) to December 31, 2009
Revenues
Revenues	$	—		$	—
Total Revenues		—			—
Operating Costs and Expenses
General & Administrative Expenses		3,134			3,134
Total Operating Costs and Expenses		3,134			3,134
Net Income (Loss)	$	(3,134	)	$	(3,134	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average Common shares outstanding		31,340,000			31,340,000

Western - Ukrainian Socio Center (Marketing Research Company) (Ternopil, Ukraine, March 2006- May 2007)

~~The~~• Position: ~~accompanying notes are an integral part of these financial statements.~~Manager

~~F-2~~B. Significant Employees.

~~GREENROCK~~As ~~VENTURES,~~of ~~INC. (A~~the ~~DEVELOPMENT~~date ~~STAGE~~hereof, ~~COMPANY) STATEMENTS~~the OFCompany ~~CHANGES~~has INno ~~STOCKHOLDERS’ EQUITY (DEFICIT)~~significant employees.

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

C. Family Relationships.

~~The~~There ~~accompanying~~are ~~notes~~no ~~are~~family anrelationships ~~integral~~among ~~part~~directors, executive ofofficers, ~~these~~or ~~financial~~persons ~~statements~~nominated or chosen by the issuer to become directors or executive officers.

~~F-3~~D. Involvement in Certain Legal Proceedings.

~~GREENROCK~~There ~~VENTURES,~~have ~~INC. (A~~been ~~DEVELOPMENT~~no ~~STAGE~~events ~~COMPANY)~~under any bankruptcy ~~STATEMENTS~~act, OFno ~~CASH~~criminal ~~FLOWS~~proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity ~~(UNAUDITED)~~of any director, executive officer, promoter or control person of Registrant during the past five years.

	As of December 31, 2009
Cash Flows from Operating Activities
Net income (loss)	$	(3,134)
Changes in working capital
Net Cash Provided (Used) by Operating Activities		(3,134)
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
Net Cash Provided by Financing Activities		3,134
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	$	—

Compliance with Section 16(a) of the Exchange Act

~~The~~Section ~~accompanying~~16(a) ~~notes~~of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are anrequired ~~integral~~by ~~part~~SEC regulation to furnish the Company with copies of ~~these~~all ~~financial~~Section ~~statements~~16(a) forms they file.

~~F-4~~Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31, 2010 and written representations that no other reports were required, the Company believes that believes that no person who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal years.

~~GREENROCK VENTURES, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2009~~18

~~NOTE~~Code 1of ~~BUSINESS DESCRIPTION AND ORGANIZATION~~Ethics

~~Greenrock~~We ~~Ventures,~~have ~~Inc.~~not ~~("Greenrock")~~adopted ~~was~~a ~~incorporated~~Code inof ~~Delaware~~Business ~~on February 9, 2009~~ Conduct and ~~has~~Ethics ~~been~~that ~~inactive~~applies ~~since~~to ~~inception. Greenrock~~our ~~intends~~principal toexecutive ~~serve~~officer, asprincipal afinancial ~~vehicle~~officer, toprincipal ~~effect~~accounting anofficer ~~asset~~or ~~acquisition~~controller, or ~~merger,~~persons ~~exchange~~performing ofsimilar ~~capital stock~~functions orin ~~other~~that ~~business~~our ~~combination~~sole ~~with~~officer aand ~~domestic~~director orserve ~~foreign~~in ~~business~~these capacities.

~~NOTE~~Nominating ~~2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Committee

~~Basis~~We ofhave ~~Presentation~~not -adopted ~~Development~~any ~~Stage~~procedures ~~Company~~by which security holders may recommend nominees to our Board of Directors.

~~Greenrock~~Audit has not earned any revenue from operations. Accordingly, Greenrock’s activities have been accounted for as those of a “Development Stage Company” as set forth in Financial Accounting Standards Board Statement No. 7. Among the disclosures required by SFAS 7 are that Greenrock’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 Greenrock’s inception.Committee

~~Greenrock~~The Board of Directors acts as the audit committee. The Company does not have a qualified financial expert at this time because it has ~~elected~~not been able to hire a ~~fiscal~~qualified ~~year~~candidate. Further, ~~ending~~the onCompany ~~December~~believes 31that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.

AItem 11. ~~Cash~~ ~~and~~Executive ~~cash equivalents~~Compensation.

~~Cash~~Our officer and ~~cash~~director ~~equivalents~~does ~~include~~not ~~cash~~receive onany compensation ~~hand,~~for ~~cash~~services ~~accounts~~rendered to the Company since inception, ~~interest~~has ~~bearing~~not ~~savings~~received ~~accounts~~such compensation in the past, and is not accruing ~~time~~any ~~certificates~~compensation ofpursuant ~~deposit~~to any agreement with athe ~~maturity~~Company. No remuneration of ~~three~~any ~~months~~nature has been paid for or ~~less~~on ~~when~~account ~~purchased~~of services rendered by a director in such capacity. Our officers and directors intend to devote no more than a few hours a week to our affairs.

~~B. Use~~Our officers and directors will not receive any finder’s fee, either directly or indirectly, as a result of ~~estimates~~any efforts to implement our business plan outlined herein.

~~The~~It ~~preparation~~is ofpossible ~~financial~~that, ~~statements~~after inwe ~~conformity~~successfully consummates a business combination with ~~generally~~an ~~accepted~~unaffiliated ~~accounting~~entity, ~~principles requires~~that ~~management~~entity tomay ~~make~~desire ~~estimates~~to ~~and~~employ ~~assumptions~~or ~~that~~retain ~~affect~~one ~~the~~or ~~reported~~a ~~amounts~~number of ~~assets~~members ~~and~~of ~~liabilities~~our ~~and~~management ~~disclosures~~for ofthe ~~contingent~~purposes ~~assets~~of ~~and~~providing ~~liabilities~~services atto the ~~date~~surviving ofentity. ~~the~~However, ~~financial statements~~we ~~and~~have adopted a policy whereby the offer ~~reported~~of ~~amounts~~any post-transaction employment to members of ~~revenues~~management ~~and~~will ~~expenses~~not ~~during~~be ~~the~~a ~~reporting~~consideration ~~period.~~in ~~Actual results~~our ~~could~~decision ~~differ~~whether ~~from~~to ~~those~~undertake any ~~estimates~~proposed transaction.

~~C. Income~~No ~~Taxes~~retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted for the benefit of its employees.

~~Greenrock~~There ~~accounts~~are ~~for~~no ~~income~~understandings ~~taxes~~or ~~under~~agreements ~~the Financial Accounting Standards Board (FASB) Statement No.~~regarding ~~109,~~compensation ~~“Accounting~~our ~~for~~management ~~Income~~will ~~Taxes.” Under~~receive ~~Statement~~after ~~109,~~a ~~deferred~~business ~~tax~~combination ~~assets~~that ~~and liabilities~~is ~~are~~required ~~recognized~~to ~~for~~be ~~the~~included ~~future~~in ~~tax~~this ~~consequences~~table, ~~attributable~~or ~~to differences~~ otherwise.

28Director Compensation

~~between~~We ~~the~~do ~~financial~~not ~~statement~~currently ~~carrying~~pay ~~amounts~~any ofcash ~~existing~~fees ~~assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected~~ to ~~apply~~our ~~to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109~~directors, ~~the~~nor ~~effect~~do onwe ~~deferred~~pay ~~tax~~directors’ ~~assets~~expenses ~~and liabilities of a change~~ in ~~tax~~ ~~rates~~attending isboard ~~recognized in income in the period that includes the enactment date~~meetings. ~~There were no current or deferred income tax expense or benefits due to Greenrock not having any material operations for the period ended December 31, 2009.~~

~~D. Basic~~Employment ~~Loss Per Common Share~~Agreements

~~Basic~~The ~~loss~~Company ~~per~~is ~~common~~not ~~share~~a ~~has~~party ~~been calculated based on the weighted average number of shares outstanding during the period after giving retroactive effect~~ to ~~stock~~any ~~splits. There are no dilutive securities~~employment ~~at December 31, 2009 for purposes of computing fully diluted earnings per share~~agreements.

~~E. Impact of New Accounting Standards~~19

~~Greenrock~~Item ~~does~~12. ~~not~~Security ~~expect~~Ownership ~~the adoption~~ of ~~recently~~Certain ~~issued~~Beneficial ~~accounting~~Owners ~~pronouncements~~and toManagement ~~have~~and aRelated ~~significant impact~~Stockholder ~~on Greenrock’s results of operations, financial position, or cash flow~~Matters.

~~NOTE~~(a) 3Security ~~SHAREHOLDER’S~~ownership ~~EQUITY~~of certain beneficial owners.

~~Preferred~~The following table sets forth, as of March 18, 2011, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company. Also included are the shares held by all executive officers and directors as a group.

Greenrock’s board of directors has the authority to establish and fix the designation, powers, or preferences of preferred shares without further vote by the shareholders.

Name and Address	Amount and Nature of Beneficial Ownership(1)	Percentage of Class(2)
Pure Wind Energy Investments Limited (3) Verenikis, 2; Egkomi, P.C. 2413, Nicosia, Cyprus	21,718,620	69.3%
Colierna Investments LTD (4) Kyriakou Matsi, 37C; P.C. 1085, Nicosia, Cyprus	6,205,320	19.8%
Carat Consulting & Trading Limited (5) 71 Brunswick Street, Edinburgh, Midlothian EH7 5HS	3,102,660	9.9%
Andriy Zinchuk (6) c/o Roman Zherdytskyi 71/7 Dmytrivska Str. 01135 Kyiv, Ukraine	0	0%
All Officers and Directors as a group	0	0%
(1) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act and unless otherwise indicated, represents securities for which the beneficial owner has sole voting investment power or has the power to acquire such beneficial ownership within 60 days. Accordingly, the numbers assume a closing has occurred. (2) The percentages listed in the percent of class column are based upon 31,340,000 issued and outstanding shares of Common Stock of Greenrock Ventures, Inc. (3) Pure Wind Energy Investments Limited, a corporation formed under the laws of Cyprus. Nataliia Martynenko is the sole officer and director and controlling stockholder of Pure Wind Energy Investments Limited and may be deemed the beneficial owner of the shares of the Company's Common Stock owned by it. (4) Colierna Investments LTD, a corporation formed under the laws of Cyprus. Panagiotis Georgiou is the sole officer and director and controlling stockholder of Colierna Investments LTD and may be deemed the beneficial owner of the shares of the Company's Common Stock owned by it. (5) Carat Consulting & Trading Limited, a corporation formed under the laws of Great Britain. Oleksandr Bieliaiev is the sole officer and director and controlling stockholder of Carat Consulting & Trading Limited and may be deemed the beneficial owner of the shares of the Company's Common Stock owned by it. (6) Andriy Zinchuk is the Company's sole officer and director.

~~Greenrock has the following classes of capital stock as of December 31, 2009:~~20

	•	Common stock – 250,000,000 shares authorized; $0.0001 par value; 31,340,000 shares issued and outstanding.
	•	Preferred stock – 20,000,000 shares authorized; $0.0001 par value; no shares issued and outstanding.

29Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

Item 14. Principal Accounting Fees and Services.

Stan J.H. Lee, CPA (“SJHL”) is the Company’s independent registered public accounting firm.

Audit Fees

Audit-Related Fees

There were no fees billed by SJHL for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal year ended December 31, 2010.

Tax Fees

There were no fees billed by SJHL for professional services for tax compliance, tax advice, and tax planning for the fiscal year ended December 31, 2010.

All Other Fees

There were no fees billed by SJHL for other products and services for the fiscal year ended December 31, 2010.

Audit Committee’s Pre-Approval Process

The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.

Part IV

ITEM 15 Exhibits

(a) Exhibits:

3.1*	Certificate of Incorporation

3.2*	By-laws

31.1	Certification of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934

31.2	Certification of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934

32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Signatures

In accordance with Section 13 or 15(d) 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.

Dated: March 18, 2011	By:	/s/ Andriy Zinchuk
		Andriy Zinchuk
		President and Director
		Principal Executive Officer
		Principal Financial Officer

In accordance with Section 13 or 15(d) of 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.

	Title	Date

/s/ Andriy Zinchuk	President, Secretary, Chief	March 18, 2011
Andriy Zinchuk	Financial Officer and Sole Director

Filing Compare · Greenrock Ventures, Inc.