Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009
OR
[ ] 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
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2000 Hamilton Street, # 943, Philadelphia, PA 19130
(Address of principal executive offices) (zip code)
917/591-2648
(Registrant's telephone number, including area code)
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 is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company [x]
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at
September 30, 2009
Common Stock, par value $0.0001 31,340,000
Documents incorporated by reference: None
PART I -- FINANCIAL INFORMATION
GREENROCK VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 BALANCE SHEET AS OF SEPTEMBER 30, 2009
PAGE 2 STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2009 AND FOR THE PERIOD FROM
FEBRUARY 9, 2009 (INCEPTION) THROUGH SEPTEMBER 30,
2009
PAGE 3 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE
PERIOD FEBRUARY 9, 2009 (INCEPTION) THROUGH
SEPTEMBER 30, 2009
PAGE 4 STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2009 AND FOR THE PERIOD FROM FEBRUARY 9,
2009 (INCEPTION) THROUGH SEPTEMBER 30, 2009
PAGES 5 - 7 NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2009
GREENROCK VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF SEPTEMBER 30, 2009
(UNAUDITED)
As of
September
30, 2009
------------
ASSETS
Current Assets
Cash $ --
------------
Total Current Assets --
------------
TOTAL ASSETS $ --
============
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities $ --
------------
Total Current Liabilities --
------------
TOTAL LIABILITIES --
Stockholders' Equity (Deficit)
Preferred stock, ($.0001 par value, 20,000,000
shares authorized; none issued and outstanding.) --
Common stock ($.0001 par value, 250,000,000
shares authorized; 31,340,000 shares issued and
outstanding as of September 30, 2009) 3,134
Deficit accumulated during development stage (3,134)
------------
Total Stockholders' Equity (Deficit) --
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)
------------
$ --
============
See Notes to Financial Statements
GREENROCK VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
February 9,
For the 2009
3-Months (Inception)
Ended through
Sept. 30, Sept. 30,
2009 2009
---------- ----------
Revenues
Revenues $ -- $ --
---------- ----------
Total Revenues -- --
General & Administrative Expenses
Organization and related expenses -- 3,134
---------- ----------
Total General & Administrative Expenses -- 3,134
---------- ----------
Net Loss -- $ (3,134)
========== ==========
Basic loss per share $ -- $ (0.00)
========== ==========
Weighted average number of
common shares outstanding 31,340,000 31,340,000
========== ==========
See Notes to Financial Statements
GREENROCK VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FROM FEBRUARY 9, 2009 (INCEPTION) THROUGH SEPTEMBER 30, 2009
(UNAUDITED)
Deficit
Accumulated
Common Common Additional During
Stock Stock Paid-in Development
Amount Capital Stage Total
---------- ---------- ---------- ----------- ----------
February 9, 2009 (inception)
Shares issued for services
at $.0001 per share 31,340,000 $ 3,134 $ -- $ -- $ 3,134
Net loss, September 30, 2009 (3,134) (3,134)
---------- ---------- ---------- ----------- ----------
Balance, September 30, 2009 31,340,000 $ 3,134 $ -- $ (3,134) $ --
========== ========== ========== =========== ==========
See Notes to Financial Statements
GREENROCK VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
February 9,
For the 2009
3-Months (Inception)
Ended through
Sept. 30, Sept. 30,
2009 2009
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ -- $ (3,134)
---------- ----------
Net cash provided by (used in) operating activities -- (3,134)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities -- --
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued to founder for services rendered -- 3,134
---------- ----------
Net cash provided by (used in) financing activities -- 3,134
---------- ----------
Net increase (decrease) in cash -- --
Cash at beginning of period -- --
---------- ----------
Cash at end of period $ -- $ --
========== ==========
NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued to founder for services rendered $ -- $ 3,134
========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ -- $ --
========== ==========
Income taxes paid $ -- $ --
========== ==========
See Notes to Financial Statements
GREENROCK VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Greenrock Ventures, Inc. (the "Company"), a development stage company, was
incorporated under the laws of the State of Delaware on February 9, 2009 and
has been inactive since inception. The Company intends to serve as a vehicle to
effect an asset acquisition, merger, exchange of capital stock or other
business combination with a domestic or foreign business.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY
The Company has not earned any revenue from operations. Accordingly, the
Company's activities have been accounted for as those of a "Development Stage
Company" as set forth in Financial Accounting Standards Board Statement No. 7
("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's
financial statements be identified as those of a development stage company, and
that the statements of operations, stockholders' equity and cash flows disclose
activity since the date of the Company's inception.
ACCOUNTING METHOD
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a fiscal year ending on December 31.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. In
the opinion of management, all adjustments necessary in order to make the
financial statements not misleading have been included. Actual results could
differ from those estimates.
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carryforwards. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets
and liabilities. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion of
all of the deferred tax assets will be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment. There were no current or deferred
5
GREENROCK VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
income tax expenses or benefits due to the Company not having any material
operations for period ended September 30, 2009.
BASIC EARNINGS (LOSS) PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for
earnings (loss) per share for entities with publicly held common stock. SFAS
No. 128 supersedes the provisions of APB No. 15, and requires the presentation
of basic earnings (loss) per share and diluted earnings (loss) per share. The
Company has adopted the provisions of SFAS No. 128 effective February 9, 2009
(inception).
Basic net loss per share amounts is computed by dividing the net income by the
weighted average number of common shares outstanding. Diluted earnings per
share are the same as basic earnings per share due to the lack of dilutive
items in the Company.
STOCK-BASED COMPENSATION
The Company recognizes the services received or goods acquired in a share-based
payment transaction as services are received or when it obtains the goods as an
increase in equity or a liability, depending on whether the instruments granted
satisfy the equity or liability classification criteria [FAS-123(R), par.5].
A share-based payment transaction with employees is measured base on the fair
value (or, in some cases, a calculated or intrinsic value) of the equity
instrument issued. If the fair value of goods or services received in a share-
based payment with non-employees is more reliably measurable than the fair
value of the equity instrument issued, the fair value of the goods or services
received shall be used to measure the transaction. Conversely, if the fair
value of the equity instruments issued in a share-based payment transaction
with non-employees is more reliably measurable than the fair value of the
consideration received, the transaction is measured at the fair value of the
equity instruments issued [FAS-123(R), par.7].
The cost of services received from employees in exchange for awards of share-
based compensation generally is measured at the fair value of the equity
instruments issued or at the fair value of the liabilities incurred. The fair
value of the liabilities incurred in share-based transactions with employees is
remeasured at the end of each reporting period until settlement [FAS-123(R),
par.10].
Share-based payments awarded to an employee of the reporting entity by a
related party or other holder of an economic interest in the entity as
compensation for services provided to the entity are share-based transactions
to be accounted for under FAS-123(R) unless the transfer is clearly for a
purpose other than compensation for services to the reporting entity. The
substance of such a transaction is that the economic interest holder makes a
capital contribution to the reporting entity and that entity makes a share-
based payment to its employee in exchange for services rendered [FAS-123(R),
par.11].
IMPACT OF NEW ACCOUNTING STANDARDS
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flow.
6
GREENROCK VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 3. GOING CONCERN
The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern that contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not established
any source of revenue to cover its operating costs. The Company will engage in
very limited activities without incurring any liabilities that must be
satisfied in cash until a source of funding is secured. The Company will offer
noncash consideration and seek equity lines as a means of financing its
operations. If the Company is unable to obtain revenue producing contracts or
financing or if the revenue or financing it does obtain is insufficient to
cover any operating losses it may incur, it may substantially curtail or
terminate its operations or seek other business opportunities through strategic
alliances, acquisitions or other arrangements that may dilute the interests of
existing stockholders.
NOTE 4. SHAREHOLDER'S EQUITY
Upon formation, the Board of Directors issued 31,340,000 shares of common stock
to the founding shareholder in exchange for incorporation fees of $89, annual
resident agent fees in the State of Delaware for $50, and developing the
Company' business concept and plan valued at $2,995 to a total sum of $3,134.
The stockholders' equity section of the Company contains the following classes
of capital stock as of September 30, 2009:
* 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.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company will attempt to locate and negotiate with a business
entity for the combination of that target company with the Company. The
combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange (the "business combination"). In
most instances the target company will wish to structure the business
combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target business.
The Company has not restricted its search for any specific kind of
businesses, and it may acquire a business which is in its preliminary or
development stage, which is already in operation, or in essentially any
stage of its business life. It is impossible to predict the status of any
business in which the Company may become engaged, in that such business
may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which the Company
may offer.
In implementing a structure for a particular business acquisition,
the Company may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another
corporation or entity.
It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from registration
under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of its transaction, the
Company may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times
thereafter. If such registration occurs, it will be undertaken by the
surviving entity after the Company has entered into an agreement for a
business combination or has consummated a business combination. The
issuance of additional securities and their potential sale into any
trading market which may develop in the Company's securities may depress
the market value of the Company's securities in the future if such a
market develops, of which there is no assurance.
The Company will participate in a business combination only after
the negotiation and execution of appropriate agreements. Negotiations
with a target company will likely focus on the percentage of the Company
which the target company shareholders would acquire in exchange for their
shareholdings. Although the terms of such agreements cannot be
predicted, generally such agreements will require certain representations
and warranties of the parties thereto, will specify certain events of
default, will detail the terms of closing and the conditions which must
be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms. Any merger or acquisition effected by
the Company can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's shareholders at such time.
In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of
Financial Assets - an amendment of FASB Statement No. 140" (SFAS 166).
SFAS 166 removes the concept of a qualifying special-purpose entity from
SFAS 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," establishes a new "participating interest"
definition that must be met for transfers of portions of financial assets
to be eligible for sale accounting, clarifies and amends the derecognition
criteria for a transfer to be accounted for as a sale, and changes the
amount that can be recognized as a gain or loss on a transfer accounted
for as a sale when beneficial interests are received by the transferor.
Enhanced disclosures are also required to provide information about
transfers of financial assets and a transferor's continuing involvement
with transferred financial assets. SFAS No. 166 is effective for interim
and annual reporting periods ending after November 15, 2009. The Company
does not believe that the implementation of this standard will have a
material impact on its condensed financial statements.
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB
Interpretation No. 46(R)" (SFAS 167). SFAS 167 amends FASB Interpretation
No. 46 (revised December 2003), "Consolidation of Variable Interest
Entities" (FIN 46(R)) to require an enterprise to qualitatively assess
the determination of the primary beneficiary of a variable interest
entity (VIE) based on whether the entity (1) has the power to direct
the activities of a VIE that most significantly impact the entity's
economic performance and (2) has the obligation to absorb losses of
the entity or the right to receive benefits from the entity that could
potentially be significant to the VIE. Also, SFAS 167 requires an ongoing
reconsideration of the primary beneficiary, and amends the events that
trigger a reassessment of whether an entity is a VIE. Enhanced disclosures
are also required to provide information about an enterprise's involvement
in a VIE. SFAS No. 167 is effective for interim and annual reporting periods
ending after November 15, 2009. The Company does not believe that the
implementation of this standard will have a material impact on its condensed
financial statements.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, summarized and processed timely. The principal executive
officer is directly involved in the day-to-day operations of the Company.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 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) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
GREENROCK VENTURES, INC.
By: /s/ William Tay
----------------------------------
President, Chief Financial Officer
Dated: October 27, 2009
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/ William Tay Director October 27, 200
