UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13
                                                                                OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|[  ] |  | TRANSITION REPORT PURSUANT
                                                                                           TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from 	 to
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







Commission File Number: 0-53689



Greenrock Ventures, Inc.








(Exact name of registrant as specified in its
charter)



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



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






(Address of principal executive
offices) (Zip Code)



+00380974045651






(Registrant’s telephone
number, including area code)



2000 Hamilton Street, # 943, Philadelphia, PA
19130






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



Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  	[X] Yes	[  ] No



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

1







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



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





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



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:



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



APPLICABLE ONLY TO CORPORATE ISSUERS:



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



|Class                                | Outstanding at March 31, 2011
|------------------------------------ | -----------------------------
|                                     |                              
|Common Stock, par value $0.0001      | 31,340,000                   
|                                     |                              
|Documents incorporated by reference: | None                         



2





Table of Contents



GREENROCK VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)



INDEX





|PART I—FINANCIAL INFORMATION |                                                                                                                                                                
|---------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|                             |                                                                                                                                                                
|Item 1                       | Financial Statements                                                                                                                                           
|                             |                                                                                                                                                                
|                             | Balance Sheets at March 31, 2011 and December 31, 2010                                                                                                         
|                             |                                                                                                                                                                
|                             | Statements of Operations for the Three Months ended March 31, 2011 and March 31, 2010 and for the period from February, 2009 (Inception) through March 31, 2011
|                             |                                                                                                                                                                
|                             | Statement of Changes in Stockholders' Equity for the period February 9, 2009 (Inception) through March 31, 2011                                                
|                             |                                                                                                                                                                
|                             | Statements of Cash Flows for the Three Months ended March 31, 2011 and March 31, 2010 and for the period from February, 2009 (Inception) through March 31, 2011
|                             |                                                                                                                                                                
|                             | Notes to Financial Statements as of March 31, 2011                                                                                                             
|                             |                                                                                                                                                                
|Item2                        | Management's Discussion and Analysis of Financial Conditions and Results of Operations                                                                         
|                             |                                                                                                                                                                
|Item 3                       | Quantitative and Qualitative Disclosures about Market Risk                                                                                                     
|                             |                                                                                                                                                                
|Item 4                       | Controls and Procedures.                                                                                                                                       
|                             |                                                                                                                                                                
|                             |                                                                                                                                                                
|PART II — OTHER INFORMATION  | 13                                                                                                                                                             
|                             |                                                                                                                                                                
|Item 1                       | Legal Proceeding                                                                                                                                               
|                             |                                                                                                                                                                
|Item 2                       | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                    
|                             |                                                                                                                                                                
|Item 3                       | Defaults upon Senior Securities                                                                                                                                
|                             |                                                                                                                                                                
|Item 4                       | Submission of Matters to a Vote of Security Holders                                                                                                            
|                             |                                                                                                                                                                
|Item 5                       | Other Information                                                                                                                                              
|                             |                                                                                                                                                                
|Item 6                       | Exhibits                                                                                                                                                       
|                             |                                                                                                                                                                
|SIGNATURES                   | 13                                                                                                                                                             

3





PART I—FINANCIAL INFORMATION



Item 1   Financial Statements



GREENROCK VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

Balance Sheet as of March 31, 2011



|                                                                                                                                      |  | As of March 31,
2011 (Unaudited) |        | As of December 31,
2010 (Audited)
|------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ------ | ---------------------------------
|ASSETS                                                                                                                                |  |                                  |        |                                  
|Current Assets                                                                                                                        |  |                                  |        |                                  
|Cash and cash equivalents                                                                                                             |  | $                                | —      |                                  
|Total Current Assets                                                                                                                  |  |                                  | —      |                                  
|                                                                                                                                      |  |                                  |        |                                  
|Total Assets                                                                                                                          |  | $                                | —      |                                  
|                                                                                                                                      |  |                                  |        |                                  
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                  |  |                                  |        |                                  
|Current Liabilities                                                                                                                   |  | $                                | —      |                                  
|Advance from related parties                                                                                                          |  |                                  | 1,999  |                                  
|                                                                                                                                      |  |                                  |        |                                  
|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 as 
   of March 31, 2011 |  |                                  | 3,134  |                                  
|Deficit accumulated during development stage                                                                                          |  | $                                | (5,133 | )                                
|                                                                                                                                      |  |                                  |        |                                  
|Total Stockholders’ Equity (Deficit)                                                                                                  |  | $                                | (1,999 | )                                
|                                                                                                                                      |  |                                  |        |                                  
|Total Liabilities and Stockholders’ Equity                                                                                            |  | $                                | —      |                                  
|                                                                                                                                      |  |                                  |        |                                  



See Notes to Financial Statements

4







GREENROCK VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

|
|





|                                        |  | For the 3-Months Ended March 31, 2011 |            | For the 3-Months Ended March 31, 2010 |  | February 9, 2009 (Inception) to  March 31, 2011
|--------------------------------------- |  | ------------------------------------- | ---------- | ------------------------------------- |  | -----------------------------------------------
|Revenues                                |  |                                       |            |                                       |  |                                                
|Revenues                                |  | $                                     | —          |                                       |  | $                                              
|Total Revenues                          |  |                                       | —          |                                       |  |                                                
|                                        |  |                                       |            |                                       |  |                                                
|Operating Costs and Expenses            |  |                                       |            |                                       |  |                                                
|General & Administrative Expenses       |  |                                       | —          |                                       |  |                                                
|                                        |  |                                       |            |                                       |  |                                                
|Total Operating Costs and Expenses      |  |                                       | —          |                                       |  |                                                
|                                        |  |                                       |            |                                       |  |                                                
|Net Income (Loss)                       |  | $                                     | —          |                                       |  | $                                              
|                                        |  |                                       |            |                                       |  |                                                
|Basic and diluted loss per common share |  | $                                     | —          |                                       |  | $                                              
|                                        |  |                                       |            |                                       |  |                                                
|Basic and diluted weighted average      |  |                                       |            |                                       |  |                                                
|Common shares outstanding               |  |                                       | 31,340,000 |                                       |  |                                                
|                                        |  |                                       |            |                                       |  |                                                

See Notes to Financial Statements

5







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 for the year ended: December 31, 2009                       |  |              |            |         |  |             |       |             |  |      
|Balance,  December 31, 2009 (Unaudited)                              |  |              | 31,340,000 |         |  | $           | 3,134 |             |  | $    
|Net loss for the year ended: December 31, 2010                       |  |              |            |         |  |             |       |             |  |      
|Balance,  December 31, 2010 (Audited)                                |  |              | 31,340,000 |         |  | $           | 3,134 |             |  | $    
|                                                                     |  |              |            |         |  |             |       |             |  |      
|Net loss,  March 31, 2011(Unaudited)                                 |  |              |            |         |  |             |       |             |  |      
|                                                                     |  |              |            |         |  |             |       |             |  |      
|Balance,  March 31, 2011                                             |  |              | 31,340,000 |         |  | $           | 3,134 |             |  | $    
|                                                                     |  |              |            |         |  |             |       |             |  |      



See Notes to Financial Statements

6





GREENROCK VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

|
|





|                                                     |  | For the 3-Months Ended 
March 31, 2011 |   | For the 3-Months Ended
 March 31, 2010 |  | February 9, 2009  (inception) to  March 31, 2011
|---------------------------------------------------- |  | -------------------------------------- | - | -------------------------------------- |  | ------------------------------------------------
|Cash Flows from Operating Activities                 |  |                                        |   |                                        |  |                                                 
|Net income (loss)                                    |  |                                        | — |                                        |  |                                                 
|Changes in working capital                           |  |                                        |   |                                        |  |                                                 
|                                                     |  |                                        |   |                                        |  |                                                 
|Net Cash Provided (Used) by Operating Activities     |  |                                        | — |                                        |  |                                                 
|                                                     |  |                                        |   |                                        |  |                                                 
|Cash Flows from Investing Activities                 |  |                                        | — |                                        |  |                                                 
|                                                     |  |                                        |   |                                        |  |                                                 
|Net Cash Used in Investing Activities                |  |                                        | — |                                        |  |                                                 
|                                                     |  |                                        |   |                                        |  |                                                 
|Cash Flows from Financing Activities                 |  |                                        |   |                                        |  |                                                 
|Common stock issued to founder for services rendered |  |                                        | — |                                        |  |                                                 
|Advance from related parties                         |  |                                        | — |                                        |  |                                                 
|Net Cash Provided by Financing Activities            |  |                                        | — |                                        |  |                                                 
|                                                     |  |                                        |   |                                        |  |                                                 
|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 |  |                                        | — |                                        |  |                                                 
|                                                     |  |                                        |   |                                        |  |                                                 
|Supplemental Cash Flow Information                   |  |                                        |   |                                        |  |                                                 
|Interest paid                                        |  | $                                      | — |                                        |  | $                                               
|Income taxes paid                                    |  | $                                      | — |                                        |  | $                                               



See Notes to Financial Statements

7





GREENROCK VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

As of March 31, 2011

(Unaudited)





NOTE 1   ORGANIZATION AND DESCRIPTION
OF BUSINESS



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





NOTE 2   SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY



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

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



ACCOUNTING METHOD



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



USE OF ESTIMATES



The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary
in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.



CASH EQUIVALENTS



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





8







INCOME TAXES

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



BASIC EARNINGS (LOSS) PER SHARE



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



STOCK-BASED COMPENSATION



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



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



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



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



IMPACT OF NEW ACCOUNTING STANDARDS



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







9







NOTE 3   GOING CONCERN



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



NOTE 4   SHAREHOLDER'S EQUITY



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



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



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

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



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



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



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



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



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

10







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



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



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



Item 3   Quantitative
and Qualitative Disclosures About Market Risk.



Information not required to be filed by Smaller
reporting companies.



Item 4   Controls
and Procedures.



Disclosures and Procedures



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



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

11







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



Changes in Internal Controls



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





12







PART II—OTHER INFORMATION



Item 1   Legal Proceedings

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



Item 1A   Risk Factors

Not applicable.



Item 2   Unregistered Sales of Equity Securities
and Use of Proceeds

Not applicable.



Item 3   Defaults upon Senior Securities

Not applicable.



Item 4   Submission of Matters to a Vote
of Security Holders

Not applicable.



Item 5   Other Information

(a) Not applicable.

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



Item 6   Exhibits



(a)	Exhibits



|31 |  | Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------



|32 |  | Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------



SIGNATURES



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



| |  | Greenrock Ventures, Inc.
| |  | ------------------------
| |  |                         
| |  | By:                     
| |  |                         



Dated: May 5, 2011



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



|NAME               | OFFICE   | DATE       
|------------------ | -------- | -----------
|                   |          |            
|/s/ Andriy Zinchuk | Director | May 5, 2011
|Andriy Zinchuk     |          |            



13