UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition periodfrom to
Commission File Number: 0-53689
Greenrock Ventures, Inc.
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(Exact name of registrant as specified in its charter)
Delaware applied for
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Roman Zherdytskyi Dmitrivska Str. 71/7 01135 Kiev, Ukraine
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(Address of principal executive offices) (Zip Code)
+00380974045651
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(Registrant's telephone number, including area code)
2000 Hamilton Street, # 943, Philadelphia, PA 19130
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T
({section}232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
[ ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
[X] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
[ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at September 30, 2010
Common Stock, par value $0.0001 31,340,000
Documents incorporated by reference: None
TABLE OF CONTENTS
GREENROCK VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
PART I-FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Balance Sheets at September 30, 2010 and December 31, 2009
Statements of Operations for the Three Months ended September 30, 2010 and
September 30, 2009 and for the period from February, 2009 (Inception) through
September 30, 2010
Statement of Changes in Stockholders' Equity for the period February 9, 2009
(Inception) through September 30, 2010
Statements of Cash Flows for the Three Months ended September 30, 2010 and
September 30, 2009 and for the period from February, 2009 (Inception) through
September 30, 2010
Notes to Financial Statements as of September 30, 2010
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4 CONTROLS AND PROCEDURES.
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDING
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5OTHER INFORMATION
ITEM 6 EXHIBITS
SIGNATURES
PART I-FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
GREENROCK VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET AS OF SEPTEMBER 30, 2010
(UNAUDITED)
As of September As of
30, 2010 December 31, 2009
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ASSETS
Current Assets
Cash $ - $ -
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Total Current Assets - -
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TOTAL ASSETS $ - $ -
============== ==============
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities $ - $ -
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Total Current Liabilities - -
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TOTAL LIABILITIES - -
Stockholders' Equity (Deficit)
Preferred stock, ($.0001 par value, 20,000,000 - -
shares authorized; none issued and outstanding.)
Common stock ($.0001 par value, 250,000,000 3,134 3,134
shares authorized; 31,340,000 shares issued and
outstanding as of September 30, 2010)
Deficit accumulated during development stage (3,134) (3,134)
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Total Stockholders' Equity (Deficit) - -
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TOTAL LIABILITIES & $ - $ -
STOCKHOLDERS' EQUITY (DEFICIT) ============== ==============
See Notes to Financial Statements
GREENROCK VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
February 9,
For the For the 2009
3-Months 6-Months (Inception)
Ended Ended through
September September September
30, 2010 30, 2010 30, 2010
----------- ----------- -----------
REVENUES
REVENUE $ -- $ -- $ --
----------- ----------- -----------
Total Revenues -- -- --
GENERAL & ADMINISTRATIVE EXPENSES
ORGANIZATION AND RELATED EXPENSES -- -- 3,134
----------- ----------- -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES -- -- 3,134
----------- ----------- -----------
NET LOSS $ -- $ -- $ (3,134)
=========== =========== ===========
Basic loss per share $ -- $ -- $ (0.00)
----------- ----------- -----------
Basic and Diluted Weighted Average
Number of Common Shares Outstanding 31,340,000 31,340,000 31,340,000
=========== =========== ===========
See Notes to Financial Statements
GREENROCK VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
February 9,
For the For the 2009
3-Months 6-Months (Inception)
Ended Ended through
September September September
30, 2010 30, 2010 30, 2010
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ -- $ -- $ (3,134)
----------- ----------- -----------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES -- -- (3,134)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES -- -- --
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
COMMON STOCK ISSUED TO FOUNDER FOR
SERVICES RENDERED -- -- 3,134
----------- ----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES -- -- 3,134
----------- ----------- -----------
Net increase (decrease) in cash -- -- --
Cash at begining of period -- -- --
----------- ----------- -----------
CASH AT END OF PERIOD $ -- $ -- $ --
=========== =========== ===========
NONCASH INVESTING AND FINANCING ACTIVITIES:
COMMON STOCK ISSUED TO FOUNDER FOR
SERVICES RENDERED $ -- $ -- $ 3,134
=========== =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
INTEREST PAID $ -- $ -- $ --
=========== =========== ===========
INCOME TAXES PAID $ -- $ -- $ --
=========== =========== ===========
See Notes to Financial Statements
GREENROCK VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2010
(UNAUDITED)
NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS
Greenrock Ventures, Inc. (the "Company"), a development stage company, was
incorporated under the laws of the State of Delaware on February 9, 2009 and
has been inactive since inception. The Company intends to serve as a vehicle to
effect an asset acquisition, merger, exchange of capital stock or other
business combination with a domestic or foreign business.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY
The Company has not earned any revenue from operations. Accordingly, the
Company's activities have been accounted for as those of a "Development Stage
Company" as set forth in Financial Accounting Standards Board Statement No. 7
("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's
financial statements be identified as those of a development stage company, and
that the statements of operations, stockholders' equity and cash flows disclose
activity since the date of the Company's inception.
ACCOUNTING METHOD
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a fiscal year ending on December 31.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. In
the opinion of management, all adjustments necessary in order to make the
financial statements not misleading have been included. Actual results could
differ from those estimates.
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carryforwards. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets
and liabilities. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion of
all of the deferred tax assets will be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment. There were no current or deferred income tax expenses or
benefits due to the Company not having any material operations for period ended
September 30, 2010.
BASIC EARNINGS (LOSS) PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for
earnings (loss) per share for entities with publicly held common stock. SFAS
No. 128 supersedes the provisions of APB No. 15, and requires the presentation
of basic earnings (loss) per share and diluted earnings (loss) per share. The
Company has adopted the provisions of SFAS No. 128 effective February 9, 2009
(inception).
Basic net loss per share amounts is computed by dividing the net income by the
weighted average number of common shares outstanding. Diluted earnings per
share are the same as basic earnings per share due to the lack of dilutive
items in the Company.
STOCK-BASED COMPENSATION
The Company recognizes the services received or goods acquired in a share-based
payment transaction as services are received or when it obtains the goods as an
increase in equity or a liability, depending on whether the instruments granted
satisfy the equity or liability classification criteria [FAS-123(R), par.5].
A share-based payment transaction with employees is measured base on the fair
value (or, in some cases, a calculated or intrinsic value) of the equity
instrument issued. If the fair value of goods or services received in a share-
based payment with non-employees is more reliably measurable than the fair
value of the equity instrument issued, the fair value of the goods or services
received shall be used to measure the transaction. Conversely, if the fair
value of the equity instruments issued in a share-based payment transaction
with non-employees is more reliably measurable than the fair value of the
consideration received, the transaction is measured at the fair value of the
equity instruments issued [FAS-123(R), par.7].
The cost of services received from employees in exchange for awards of share-
based compensation generally is measured at the fair value of the equity
instruments issued or at the fair value of the liabilities incurred. The fair
value of the liabilities incurred in share-based transactions with employees is
remeasured at the end of each reporting period until settlement [FAS-123(R),
par.10].
Share-based payments awarded to an employee of the reporting entity by a
related party or other holder of an economic interest in the entity as
compensation for services provided to the entity are share-based transactions
to be accounted for under FAS-123(R) unless the transfer is clearly for a
purpose other than compensation for services to the reporting entity. The
substance of such a transaction is that the economic interest holder makes a
capital contribution to the reporting entity and that entity makes a share-
based payment to its employee in exchange for services rendered [FAS-123(R),
par.11].
IMPACT OF NEW ACCOUNTING STANDARDS
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flow.
NOTE 3 GOING CONCERN
The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern that contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not established
any source of revenue to cover its operating costs. The Company will engage in
very limited activities without incurring any liabilities that must be
satisfied in cash until a source of funding is secured. The Company will offer
noncash consideration and seek equity lines as a means of financing its
operations. If the Company is unable to obtain revenue producing contracts or
financing or if the revenue or financing it does obtain is insufficient to
cover any operating losses it may incur, it may substantially curtail or
terminate its operations or seek other business opportunities through strategic
alliances, acquisitions or other arrangements that may dilute the interests of
existing stockholders.
NOTE 4 SHAREHOLDER'S EQUITY
Upon formation, the Board of Directors issued 31,340,000 shares of common stock
to the founding shareholder in exchange for incorporation fees of $89, annual
resident agent fees in the State of Delaware for $50, and developing the
Company' business concept and plan valued at $2,995 to a total sum of $3,134.
The stockholders' equity section of the Company contains the following classes
of capital stock as of SEPTEMBER 30, 2010:
* Common stock, $ 0.0001 par value: 250,000,000 shares authorized;
31,340,000 shares issued and outstanding
* Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized;
but not issued and outstanding.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The Company will attempt to locate and negotiate with a business entity for the
combination of that target company with the Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-
assets exchange (the "business combination"). In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368 of the
Internal Revenue Code of 1986, as amended. No assurances can be given that the
Company will be successful in locating or negotiating with any target business.
The Company has not restricted its search for any specific kind of businesses,
and it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business
life. It is impossible to predict the status of any business in which the
Company may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer.
In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture,
or licensing agreement with another corporation or entity.
It is anticipated that any securities issued in any such business combination
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it will be
undertaken by the surviving entity after the Company has entered into an
agreement for a business combination or has consummated a business combination.
The issuance of additional securities and their potential sale into any trading
market which may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market develops, of
which there is no assurance.
The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements. Negotiations with a
target company will likely focus on the percentage of the Company which the
target company shareholders would acquire in exchange for their shareholdings.
Although the terms of such agreements cannot be predicted, generally such
agreements will require certain representations and warranties of the parties
thereto, will specify certain events of default, will detail the terms of
closing and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms. Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's shareholders
at such time.
In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of
Financial Assets - an amendment of FASB Statement No. 140" (SFAS 166). SFAS 166
removes the concept of a qualifying special-purpose entity from SFAS 140,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," establishes a new "participating interest"
definition that must be met for transfers of portions of financial assets to be
eligible for sale accounting, clarifies and amends the derecognition criteria
for a transfer to be accounted for as a sale, and changes the amount that can
be recognized as a gain or loss on a transfer accounted for as a sale when
beneficial interests are received by the transferor. Enhanced disclosures are
also required to provide information about transfers of financial assets and a
transferor's continuing involvement with transferred financial assets. SFAS No.
166 is effective for interim and annual reporting periods ending after November
15, 2009. The Company does not believe that the implementation of this standard
will have a material impact on its condensed financial statements.
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation
No. 46(R)" (SFAS 167). SFAS 167 amends FASB Interpretation No. 46 (revised
December 2003), "Consolidation of Variable Interest Entities" (FIN 46(R)) to
require an enterprise to qualitatively assess the determination of the primary
beneficiary of a variable interest entity (VIE) based on whether the entity (1)
has the power to direct the activities of a VIE that most significantly impact
the entity's economic performance and (2) has the obligation to absorb losses
of the entity or the right to receive benefits from the entity that could
potentially be significant to the VIE. Also, SFAS 167 requires an ongoing
reconsideration of the primary beneficiary, and amends the events that trigger
a reassessment of whether an entity is a VIE. Enhanced disclosures are also
required to provide information about an enterprise's involvement in a VIE.
SFAS No. 167 is effective for interim and annual reporting periods ending after
November 15, 2009. The Company does not believe that the implementation of this
standard will have a material impact on its condensed
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Information not required to be filed by Smaller reporting companies.
ITEM 4 CONTROLS AND PROCEDURES.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission, the
Company carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Exchange Act
Rules. This evaluation was done as of the end of the period covered by this
report under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial officer).
Based upon that evaluation, he believes that the Company's disclosure controls
and procedures are effective in gathering, analyzing and disclosing information
needed to ensure that the information required to be disclosed by the Company
in its periodic reports is recorded, summarized and processed timely. The
principal executive officer is directly involved in the day-to-day operations
of the Company.
This Quarterly Report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over financial reporting
that was identified in connection with such evaluation that occurred during the
period covered by this report that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.
PART II-OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is unaware
of such proceedings contemplated against it.
ITEM 1A RISK FACTORS
Not applicable.
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5 OTHER INFORMATION
(a) Not applicable.
(b) During the quarter covered by this Report, there have not been any
material changes to the procedures by which security holders may recommend
nominees to the Board of Directors.
ITEM 6 EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Greenrock Ventures, Inc.
By: /s/ Andriy Zinchuk
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President, Chief Financial Officer
Dated: October 5, 2010
Pursuant to the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
NAME OFFICE DATE
/s/ Andriy Zinchuk Director October 5, 2010
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Andriy Zinchuk
