UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



(Mark One)



|X| ANNUAL REPORT UNDER SECTION 13
OR 15(d)

OF THE SECURITIES EXCHANGE
ACT OF 1934





For the fiscal year ended December 31, 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 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)





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



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









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. Yes x 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 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 if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. |_|



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. (Check one):



| | Large Accelerated Filer | |_| | Accelerated Filer         | |_|
| | ----------------------- | --- | ------------------------- | ---
| | Non-accelerated Filer   | |_| | Smaller Reporting Company | |X|



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



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



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









Table
of contents



|PART I     
|-----------
|           
|ITEM 1.    
|           
|ITEM 1A.   
|           
|ITEM 1B.   
|           
|ITEM 2.    
|           
|ITEM 3.    
|           
|ITEM 4.    
|           
|PART II    
|           
|ITEM 5.    
|           
|ITEM 6.    
|           
|ITEM 7.    
|           
|ITEM 7A.   
|           
|ITEM 8     
|           
|ITEM 9.    
|           
|ITEM 9A (T)
|           
|ITEM 9B.   
|           
|PART III   
|           
|ITEM 10.   
|           
|ITEM 11.   
|           
|ITEM 12.   
|           
|ITEM 13.   
|           
|ITEM 14.   
|           
|Part IV    
|           
|Item 15    
|           
|Signatures 







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.





Item 1. Description of Business.



(a) Business Development



Greenrock Ventures, Inc. (the “Company”
or the “Registrant”) was incorporated in the State of 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.



(b) Business of Issuer



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.



We were organized as a vehicle to investigate
and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of 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.



1





The analysis of new business opportunities
has and will be undertaken by or under the supervision of the officers and directors of the Registrant. The Registrant has considered
potential acquisition transactions with several companies, but as of this date has not entered into any Letter of Intent or other
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:



(a) Potential for growth, indicated by new
technology, anticipated market expansion or new products;



(b) Competitive position as compared to other
firms of similar size and experience within the industry segment as well as within the industry as a whole;



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



(d) Capital requirements and anticipated availability
of required funds, to be provided by the Registrant or from operations, through the sale of additional securities, through joint
ventures or similar arrangements or from other sources;



(e) The cost of participation by the Registrant
as compared to the perceived tangible and intangible values and potentials;



(f) The extent to which the business opportunity
can be advanced;



(g) The accessibility of required management
expertise, personnel, raw materials, services, professional assistance and other required items; and



(h) Other relevant factors.



In applying the foregoing criteria, no one
of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon
reasonable investigative measures and available data. Potentially available business opportunities 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. 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.



Form of Acquisition



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.



It is likely that the Registrant will acquire
its participation in a business opportunity through the issuance of 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.



2





The present stockholders of the Registrant
will likely not have control of a majority of the voting shares of the Registrant following a reorganization transaction. As part
of such a transaction, all or a majority of the Registrant’s directors may resign and new directors may be appointed without
any vote by stockholders.



In 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.



It 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.



We presently have no employees. Our officers
and directors are engaged in outside business activities and anticipate that he will devote to our business only several hours
per week until the acquisition of a successful business opportunity has been consummated. We expect no significant changes in the
number of our employees other than such changes, if any, incident to a business combination.



Item 1A. Risk Factors.



Risk Factors



An investment in the company is highly speculative
in nature and involves an extremely high degree of risk.



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



As 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.



There Is Competition For Those Private Companies
Suitable For A Merger Transaction Of The Type Contemplated By Management.



We 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.



3





Future Success Is Highly Dependent On The
Ability Of Management To Locate And Attract A Suitable Acquisition.



The nature of our operations is highly speculative
and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on
the 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.



The Company Has No Existing Agreement For
A Business Combination Or Other Transaction.



We have no arrangement, agreement or understanding
with respect to 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 has not identified any particular industry 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.



Management Intends To Devote Only A Limited
Amount Of Time To Seeking A Target Company Which May Adversely Impact Our Ability To Identify A Suitable Acquisition Candidate.



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.



The Time And Cost Of Preparing A Private
Company To Become A Public Reporting Company May Preclude Us From Entering Into A Merger Or Acquisition With The Most Attractive
Private Companies.



Target 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.



The Company May Be Subject To Further Government
Regulation Which Would Adversely Affect Our Operations.



Although we will be subject to the reporting
requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act
of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading
in securities. If we engage in business combinations 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.



4





Any Potential Acquisition Or Merger With
A Foreign Company May Subject Us To Additional Risks.



If we enter into a business combination with
a foreign concern, we will be subject to risks inherent in business operations outside of the United States. These risks include,
for example, currency fluctuations, regulatory problems, 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. 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 Is Currently No Trading Market For
Our Common Stock.



Outstanding shares of our Common Stock cannot
be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under,
the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the
ability of our stockholders to liquidate their investment.



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



We are a development stage company and have
had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating
business.



The Company Intends To Issue More Shares
In A Merger Or Acquisition, Which Will Result In Substantial Dilution.



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.



The Company Has Conducted No Market Research
Or Identification Of Business Opportunities, Which May Affect Our Ability To Identify A Business To Merge With Or 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 management 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 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 May Seek To Complete A Business
Combination Through A “Reverse Merger”, Following Such A Transaction We May Not Be Able To Attract The Attention Of
Major Brokerage Firms.



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 since there is no incentive to brokerage firms to recommend the purchase of our common
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.



5





We 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.



Following a business combination, we may seek
the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following such a transaction,
we will be able to meet the initial listing standards of 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.



There Is No Public Market For Our Common
Stock, Nor Have We Ever Paid Dividends On Our Common Stock.



There is no public trading market for our common
stock and none is expected to develop in the foreseeable future 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.



Additionally, we have 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.



Authorization of Preferred Stock.



Our Certificate of Incorporation authorizes
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 affect the voting power or other 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 of the Company. Although we have no present intention to
issue any shares of its authorized preferred stock, there can be no assurance that we will not do so in the future.



Control by Management.



Management has the ability to control the operations
of the Company and will have the ability to control substantially all matters submitted to stockholders for approval, including:

|• |  | Election
of the board of directors;
|- |  | -----------------------------------

|• |  | Removal
of any directors;
|- |  | -------------------------

|• |  | Amendment
of the Company’s certificate of incorporation or bylaws; and
|- |  | ----------------------------------------------------------------------

|• |  | Adoption
of measures that could delay or prevent a change in control or impede a merger, takeover or other business
combination.
|- |  | --------------------------------------------------------------------------------------------------------------------------------



6





This Report Contains Forward-Looking Statements
And Information Relating To Us, Our Industry And To Other Businesses.



These forward-looking statements are based
on the beliefs of our management, as well as assumptions made by and information currently available to our 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 events and are subject to risks and uncertainties that may cause our actual results to differ
materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking
statements, 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 circumstances after the date of this prospectus or to reflect the occurrence
of unanticipated events.



Item 1B.  Unresolved Staff Comments.



None.



Item 2.   Description of
Property.



We neither rents nor owns any properties. We
currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests
in, persons primarily engaged in real estate activities.



Item 3.   Legal Proceedings.



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 4.   Submission of Matters
to Vote of Security Holders.



For the period from the inception of the Company
on February 9, 2009 to December 31, 2010 there have been no matters submitted to the vote of the security holders.





PART II



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



Common Stock



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 18, 2010, there were three holders of record of the Common Stock.



Preferred Stock



Our Certificate 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.



Dividends



We 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.



7





Securities Authorized for Issuance under
Equity Compensation Plans



The Company 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 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.



Recent Sales of Unregistered Securities



There have been no recent sales of Unregistered
Securities which would be required to be disclosed pursuant to Item 701 of Regulation S-K.



The Company’s Board of Directors has
the power 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.



Issuer Purchases of Equity Securities



None.



Item 6.   Selected Financial
Data



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



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



We were organized as a vehicle to investigate
and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of 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.



We do 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.



During the next twelve
months we anticipate incurring costs related to:



(i) filing of Exchange
Act reports, and

(ii) costs relating to
consummating an acquisition.



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.



We may 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. In 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.



8





Any target 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. In that event, we will be subject to numerous risks inherent in the business and operations 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.



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.



We 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.



We do not currently intend to retain any entity
to act as a “finder” to identify and analyze the merits of potential target businesses.



Off-Balance Sheet Arrangements



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 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.



Contractual Obligations



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



Item 7A.  Quantitative and Qualitative
Disclosures about Market Risk.



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



Item8Financial Statements and Supplementary Data





9





Stan J.H. Lee, CPA

2160 North Central Rd. Suite 203 tFort
Lee t NJ 07024

P.O. Box 436402 tSan Diegot CA 92143-9402

619-623-7799 tFax
619-564-3408 t  E-mail) stan2u@gmail.com



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





To the Board of Directors and Stockholders

Greenrock Ventures, Inc.

(A Development Stage Company)



We have audited the accompanying balance sheet
of Greenrock Ventures, Inc. as of December 31, 2010, and the related statements of operation, shareholders' equity (deficit) and
cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our audit.



We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform 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.



In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial position of Greenrock Ventures, Inc. as of December 31, 2010,
and the results of its operation and its cash flows for the period aforementioned in conformity with U.S. generally accepted accounting
principles.



The financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in the note to the financial statements, the Company has
established any source of revenue to cover its operating costs and losses 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.



/s/ Stan J.H. Lee, CPA



----------------------------------

Stan J.H. Lee, CPA

March 18, 2011

Fort Lee, NJ



10







GREENROCK VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET



|                                                                                                         |  | 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  |                                       
|Deficit accumulated during development stage                                                             |  | $                                   | (5,133 | )                                     
|                                                                                                         |  |                                     |        |                                       
|Total Stockholders’ Equity (Deficit)                                                                     |  | $                                   | (1,999 | )                                     
|                                                                                                         |  |                                     |        |                                       
|                                                                                                         |  |                                     |        |                                       
|Total Liabilities and Stockholders’ Equity                                                               |  | $                                   | —      |                                       





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





11







GREENROCK
VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS



|                                        |  | 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       |                                       |  |                                                                
|                                        |  |                                     |             |                                       |  |                                                                
|Total Operating Costs and Expenses      |  |                                     | 1,999       |                                       |  |                                                                
|                                        |  |                                     |             |                                       |  |                                                                
|Net Income (Loss)                       |  | $                                   | (1,999      | )                                     |  | $                                                              
|                                        |  |                                     |             |                                       |  |                                                                
|Basic and diluted loss per common share |  | $                                   | (0.00006378 | )                                     |  | $                                                              
|                                        |  |                                     |             |                                       |  |                                                                
|Basic and diluted weighted average      |  |                                     |             |                                       |  |                                                                
|Common shares outstanding               |  |                                     | 31,340,000  |                                       |  |                                                                





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





12





GREENROCK VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY (DEFICIT)





|                                                                 |  |              |            |         |  |             |       | (Deficit    |  |      
|---------------------------------------------------------------- |  | ------------ | ---------- | ------- |  | ----------- | ----- | ----------- |  | -----
|                                                                 |  |              |            |         |  |             |       | Accumulated |  |      
|                                                                 |  |              |            |         |  | Additional  |       | during the  |  |      
|                                                                 |  | Common Stock |            | Paid In |  | development |       |            
|                                                                 |  | Shares       |            | Amount  |  | Capital     |       | stage)      |  | Total
|Common shares issued for services to founder on February 9, 2009 |  |              | 31,340,000 |         |  | $           | 3,134 |             |  | $    
|                                                                 |  |              |            |         |  |             |       |             |  |      
|Net loss                                                         |  |              |            |         |  |             |       |             |  |      
|                                                                 |  |              |            |         |  |             |       |             |  |      
|Balance at December 31, 2009 (Unaudited)                         |  |              | 31,340,000 |         |  | $           | 3,134 |             |  | $    
|                                                                 |  |              |            |         |  |             |       |             |  |      
|Net loss                                                         |  |              |            |         |  |             |       |             |  |      
|                                                                 |  |              |            |         |  |             |       |             |  |      
|Balance at December 31, 2010 (Audited)                           |  |              | 31,340,000 |         |  | $           | 3,134 |             |  | $    





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





13





GREENROCK VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOW



|                                                     |  |   | 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                                    |  | $ | —                                                                                                                                                                                                                                                                                                                                                                 |   |  | $ | —                                                                                                                                                                                                                                                                                                                                                                           |   |  | $ | —                                                                                                                                              |  





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





14





GREENROCK VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2010



NOTE 1 BUSINESS DESCRIPTION AND ORGANIZATION



Greenrock Ventures, Inc. ("Greenrock")
was incorporated in Delaware on February 9, 2009. Greenrock 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 is a development stage company
as defined by ASC 915-10-05, “Development Stage Entity”.  The Company is still devoting substantially all of its
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.



Greenrock has elected a fiscal year ending
on December 31.



Cash and cash equivalents



Cash and 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.



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 disclosures of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Income Taxes



The Company uses the asset and liability method
of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income
tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences
of temporary differences resulting from matters that have been recognized 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 years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a 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.



ASC 740-10 prescribes a recognition threshold
and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return.
Under ASC 740-10, a tax 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 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 the extent a current 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, if any, are included as
components of income tax expense and income taxes payable.



15





Basic Loss Per Common Share



Basic 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.



Impact of New Accounting Standards



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



NOTE 3 SHAREHOLDER’S EQUITY



Preferred Stock



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.



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



| | • | 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.      



Note 4 – 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.



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



There 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.



16





Item9A (T)Controls and Procedures



Evaluation of Disclosure Controls and Procedures



The 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 recorded, 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.



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.



Evaluation of Internal Controls over Financial
Reporting



This annual 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.



Changes in Internal Controls over Financial
Reporting



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, 2010, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.



Item 9B. Other Information.



Not applicable.



PART III



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



(a) Identification of Directors and Officers.



A. 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



17





Andriy Zinchuk is the Chairman of the
Board of Directors, Chief Executive Officer, President, Secretary and Treasurer of the Company. Mr. Zinchuk has served as an officer
and Director of the Company since August 9, 2010. His business experience is as follows:



Andriy Zinchuk, age 22, has been the
President, Chief Financial Officer, Secretary and Director of Greenrock Ventures, Inc., a Delaware corporation, since December
10, 2009.



LTD "Company Osnova" (Kyiv, Ukraine,
March 2010 – Present)

•	Position: Economist



Western Sugar Group (Lutsk, Ukraine, November
2009 – March 2010)

•	Position: CEO Assistant (Intern)



Volyn State Administration, Department of International
Cooperation (Lutsk, Ukraine, Dec. 2009 – Feb. 2010)

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



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

•	Position: Assistant to M.P. Patrick
Brown, Intern



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

•	Position: Assistant to the Head of
Trade and Economic Mission, Intern



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

Position: Producer, Host



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

•	Position: Manager



B. Significant Employees.

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



C. Family Relationships.

There are no family relationships among directors,
executive officers, or persons nominated or chosen by the issuer to become directors or executive officers.



D. Involvement in Certain Legal Proceedings.

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.



Compliance with Section 16(a) of the Exchange
Act



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.



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.

18





Code of Ethics



We have not adopted a Code of Business Conduct
and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller,
or persons performing similar functions in that our sole officer and director serve in these capacities.



Nominating Committee



We have not adopted any procedures by which
security holders may recommend nominees to our Board of Directors.



Audit Committee



The Board of 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.





Item 11. Executive Compensation.



Our 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.



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



It 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.



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



There are no understandings or agreements regarding
compensation our management will receive after a business combination that is required to be included in this table, or otherwise.



Director Compensation



We do not currently pay any cash fees to our
directors, nor do we pay directors’ expenses in attending board meetings.



Employment Agreements



The Company is not a party to any employment
agreements.





19





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



(a) Security ownership of certain beneficial owners.



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.



|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.



20





Item 13. Certain Relationships and Related
Transactions.



Except 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



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. The audit fee paid to SJHL
for the year ended December 31, 2010 is $ 1,500.



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.

21





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



* 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.



22







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:                     
|                      |                         
|                      |                         
|                      |                         
|                      |                         



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 |  |               





23