UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):April 16, 2010
Greenrock Ventures, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-53689 | Applied for |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
c/o William Tay, President
2000 Hamilton Street, #943
Philadelphia, PA 19130
Email: wtay@56k.net
(Address of principal executive offices and Zip Code)
917-591-2648
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 5.01 Changes in Control of Registrant.
This Form 8-K/A, dated April 22, 2010, is an amended report to a Form 8-K filed on March 31, 2010 by Greenrock Ventures, Inc., a Delaware corporation (the "Company" or "Registrant").
On March 29, 2010, William Tay, the sole shareholder of the Company, entered into a Share Purchase Agreement (the "Agreement") with The Maple Gas Corporation, as nominee (“Maple Gas”), which would have resulted in a restructuring of the Company's management, board of directors, and ownership on April 16, 2010; however, Maple Gas did not make payment for the balance of the purchase price as outlined in the Agreement. Therefore, no change of ownership has or will take place pursuant to the Agreement.
In accordance therewith, William Tay will remain as the sole director, officer and shareholder of the Company.
The Company directs that all shareholders disregard in its entirety, the disclosures made in its initial Form 8-K filed with the U.S. Securities and Exchange Commission on March 31, 2010.
The following table sets forth, as of the date of this report (April 22, 2010), certain information with respect to the Registrant's equity securities owned of record or beneficially by (i) each officer and director of the Registrant; (ii) each person who owns beneficially more than 5% of each class of the Registrant's outstanding equity securities; and (iii) all directors and executive officers as a group.
Name and Address of Beneficial Owner (1) |
| Title of Class |
| Number of Shares Beneficially Owned |
| Percent of Class (2) |
| |||
William Tay (3) 2000 Hamilton Street, #943 Philadelphia, PA 19130 |
|
| Common Stock |
|
| 31,340,000 |
|
| 100 | % |
All directors and executive officers as a group (1 person) |
|
| Common Stock |
|
| 31,340,000 |
|
| 100 | % |
______________________________________________
(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 and investment power.
(2) Based upon 31,340,000 shares of Common Stock issued and outstanding as of April 22, 2010.
(3) William Tay is the Registrant's current sole officer, director and shareholder.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed above, William Tay will remain as the sole director, officer and shareholder of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
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| GREENROCK VENTURES, INC. | |
| | |
Date: April 22, 2010 | By: | /s/ William Tay |
| Name: William Tay | |
| Title: President, Secretary, Treasurer and Director | |
