GreenChek Technology Inc. - FORM 10-Q

Attached files

file	filename
EX-31.1 - SARBANES-OXLEY SECTION 302 CERTIFICATION OF CEO AND CFO - GreenChek Technology Inc.	exh311.htm
EX-10.4 - UNSECURED CONVERTIBLE LOAN AGREEMENT BETWEEN LINCOLN PARKE AND GREENCHEK - GreenChek Technology Inc.	exh104.htm
EX-10.5 - INVESTOR RELATIONS AGREEMENT WITH DC CONSULTING LLC - GreenChek Technology Inc.	exh105.htm
EX-32.1 - SARBANES-OXLEY SECTION 906 CERTIFICATION OF CEO AND CFO - GreenChek Technology Inc.	exh321.htm
EX-10.1 - REGISTRATION RIGHTS AGREEMENT AS OF AUGUST 27, 2009 - GreenChek Technology Inc.	exh101.htm
EX-10.2 - COMMON STOCK PURCHASE AGREEMENT - GreenChek Technology Inc.	exh102.htm
EX-10.3 - AMENDMENT TO LICENSE AGREEMENT BETWEEN CHINA BRIGHT TECHNOLOGY DEVELOPMENT LTD. AND GREENCHEK - GreenChek Technology Inc.	exh103.htm
EX-10.6 - DC CONSULTING LLC CONSULTING AGREEMENT - GreenChek Technology Inc.	exh106.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2009

OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53269

GREENCHEK TECHNOLOGY INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

101 California Street, Suite 2450

San Francisco, CA 94111

(Address of principal executive offices, including zip code.)

(888) 775-7579

(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 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,” “non-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]

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 31,181,333 as of August 31, 2009.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GreenChek Technology Inc.
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars)

	August 31,			February, 28
	2009			2009
	(Unaudited)
ASSETS
Current Assets
Cash	$	35		$	391
Prepaid expenses		43,783			7,706
Inventory		76,000			-
Total current assets		119,818			8,097
License agreement costs, net of accumulated
amortization and allowance for impairment (Note 3)		-			-
Equipment, net (Note 4)		3,433			-
Total Assets	$	123,251		$	8,097


LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Accounts payable and accrued liabilities	$	132,560		$	65,780
Due to related parties (Note 5)		489,515			362,585
Amount due to licensor of license agreement, net of unamortizated debt discounts (Note 6)		4,000,000			3,103,806
Total liabilities		4,622,075			3,532,171


Stockholders' Deficiency
Preferred Stock, $0.00001 par value;
authorized 100,000,000 shares, none issued and outstanding		-			-
Common Stock, $0.00001 par value; authorized 100,000,000 shares,
issued 66,181,333 and 64,288,000 shares, respectively		662			643
Additional paid-in capital		337,688			252,157
Treasury Stock, 35,000,000 shares held at August 31, 2009 and February 28, 2009		(100,000	)		(100,000	)
Deficit accumulated during the development stage		(4,737,174	)		(3,676,874	)
Total Stockholders' Deficiency		(4,498,824	)		(3,524,074	)
Total Liabilities and Stockholders' Deficiency	$	123,251		$	8,097

See notes to financial statements.

F-1

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GreenChek Technology Inc.
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars)
(Unaudited)

	For the three months ended August 31, 2009			For the three months ended August 31, 2008			For the six months ended August 31, 2009			For the six months ended August 31, 2008			Period from September 12, 2006 (Inception) To August 31, 2009



Revenue	$	-		$	-		$	-		$	-		$	-

Costs and expenses
General and administrative expenses		15,103			20,291			32,182			20,291			58,674
Professional fees		11,610			-			19,396			-			63,427
Management fees		13,698			-			27,438			-			47,490
Travel		1,327			-			3,159			-			7,748
Research and development		10,958			-			32,942			-			122,011
Corporate communications		32,489			-			47,489			-			77,489
Rent		750			-			1,500			-			4,043
Amortization of license agreement costs		-			20,394			-			20,394			20,394
Provision for impairment of license agreement costs		-			3,081,184			-			3,081,184			3,081,184
Imputed interest expense		36,244			70,794			96,194			70,794			398,422
Interest expense in connection with amendment to License Agreement		800,000			-			800,000			-			800,000
Total costs and expenses		922,179			3,192,663			1,060,300			3,192,663			4,680,882
Net Loss From Continuing Operations		(922,179	)		(3,192,663	)		(1,060,300	)		(3,192,663	)		(4,680,882	)

Discontinued operations (Note 9)		-			-			-			(6,907)			(56,292	)
Net Loss	$	(922,179	)	$	(3,192,663	)	$	(1,060,300	)	$	(3,199,570	)	$	(4,737,174	)

Net loss per share - basic and diluted
Continuing Operations	$	(0.03	)	$	(0.05	)	$	(0.04	)	$	(0.05	)
Discontinued Operations		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Total	$	(0.03	)	$	(0.05	)	$	(0.04	)	$	(0.05	)


Weighted Average Shares Outstanding
Basic and Diluted		29,971,100			63,980,000			29,631,000			63,980,000

See notes to financial statements.

F-2

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GreenChek Technology Inc.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficiency)
For the Period September 12, 2006 (Inception) to August 31, 2009
(Expressed in US Dollars)

											Deficit		Total Stockholders' Equity
											Accumulated
		Common Stock, $0.00001 par value			Additional						During the
						Paid-in	Treasury Stock				Development
		Shares		Amount		Capital	Shares		Amount		Stage		(Deficiency)

Common shares sold for cash at $0.00014 per share		35,000,000	$	350	$	4,650	-	$	-	$	-	$	5,000
Common shares sold for cash at $0.00143 per share,
	less offering costs of $12,500	27,090,000		271		25,929	-		-		-		26,200
Donated services and expenses		-		-		4,500	-		-		-		4,500
Net Loss		-		-		-	-		-		(11,777)		(11,777)
Balance - February 28, 2007		62,090,000		621		35,079	-		-		(11,777)		23,923
Common stock sold for cash at 0.00143 per share
	less offering costs of $10,000	1,890,000		19		(7,319)	-		-		-		(7,300)
Donated services and expenses		-		-		9,000	-		-		-		9,000
Net Loss		-		-		-	-		-		(37,608)		(37,608)
Balance - February 29, 2008		63,980,000		640		36,760	-		-		(49,385)		(11,985)
Units sold for cash at $0.75 per Unit		308,000		3		230,997	-		-		-		231,000
Finders' fee		-		-		(23,100)	-		-		-		(23,100)
Donated services and expenses		-		-		7,500	-		-		-		7,500
Purchase of treasury stock		-		-		-	(35,000,000)		(100,000)		-		(100,000)
Net Loss		-		-		-	-		-		(3,627,489)		(3,627,489)
Balance - February 28, 2009		64,288,000		643		252,157	(35,000,000)		(100,000)		(3,676,874)		(3,524,074)
Unaudited:
Units sold for cash at $0.75 per Unit		26,667		-		20,000	-		-		-		20,000
Finders' fee		-		-		(2,950)	-		-		-		(2,950)
Net Loss		-		-		-	-		-		(138,121)		(138,121)
Balance - May 31, 2009		64,314,667		643		269207	(35,000,000)		(100,000)		(3,814,995)		(3,645,145)
Stock-based compensation		1,866,666		19		68,481	-		-		-		68,500
Net loss		-		-		-	-		-		(922,179)		(922,179)
Balance – August 31, 2009		66,181,333	$	662	$	337,688	(35,000,000)	$	(100,000)	$	(4,737,174)	$	(4,498,824)




See notes to financial statements.
F-3

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GreenChek Technology Inc.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)

	For the six months ended August 31, 2009			For the six months ended August 31, 2008			Period from September 12, 2006 (Date of Inception) To August 31, 2009
Cash Flows from Operating Activities
Net loss	$	(1,060,300	)	$	(3,199,570	)	$	(4,737,174	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization of license agreement costs		-			20,394			20,394
Depreciation of equipment		494			-			494
Provision for impairment of license agreement costs		-			3,081,184			3,081,184
Imputed interest expense		96,194			70,794			398,422
Donated services and expenses		-			4,500			21,000
Impairment of mineral property costs		-			-			3,300
Interest expense in connection with amendment to License Agreement		800,000			-			800,000
Stock -based compensation		32,489			-			32,489
Changes in operating assets and liabilities:
Inventory		(76,000	)		-			(76,000	)
Accounts payable and accrued liabilities		66,780			11,751			132,560
Due to related party		76,000			-			76,000
Prepaid expenses		(66)			-			(7,772	)
Net cash used in operating activities		(64,409	)		(10,947	)		(255,103	)

Cash Flows from Investing Activities
Mineral property acquisition costs		-			-			(3,300	)
Purchase of equipment		(3,927	)		-			(3,927	)
Net cash used in investing activities		(3,927	)		-			(7,227	)

Cash Flows from Financing Activities
Proceeds from sales of common stock		17,050			-			271,350
Purchase of treasuary stock		-			-			(100,000	)
Offering costs incurred		-			-			(22,500	)
Due to related parties		50,930			10,317			113,515
Net cash provided by financing activities		67,980			10,317			262,365

Increase (decrease) in cash		(356	)		(630	)		35

Cash - beginning of period		391			688			-

Cash - end of period	$	35		$	58		$	35

Supplemental disclosures of cash flow information:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

Non-cash investing activity:
Acquisition of license agreement in exchange for debt due seller, less imputed interest	$	-		$	3,101,578		$	3,101,578
Non-cash financing activity:
Repayment of amount due licensor of license agreement
in exchange for increase in due to related party	$	-		$	-		$	300,000

See notes to financial statements.

F-4

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GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2009

(Unaudited)

Note 1. Development Stage Company

The Company was incorporated in the State of Nevada on September 12, 2006 under the name Ridgestone Resources, Inc. and changed its name to GreenChek Technology Inc. on August 5, 2008. From inception to May 31, 2008, the Company’s principal business was the acquisition and exploration of mineral resources. On July 14, 2008, the Company entered into a licensing agreement to acquire patent and intellectual rights relating to the manufacturing, marketing, and distributing of products designed to reduce gas emissions by motor vehicles through the use of hydrogen technology (see Note 3).

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at August 31, 2009, the Company has accumulated losses of $4,737,174 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2. Interim Financial Information

The unaudited financial statements as of August 31, 2009 and for the three and six months ended August 31, 2009 and 2008 and for the period September 12, 2006 (inception) to August 31, 2009 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of August 31, 2009 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the six month period ended August 31, 2009 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending February 28, 2010. The balance sheet at February 29, 2009 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended February 29, 2009 as included in our Form 10-K filed with the Securities and Exchange Commission on June 15, 2009.

F-5

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GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2009

(Unaudited)

Note 3. License Agreement Costs, Net

License agreement costs, net, at August 31, 2009 and February 28, 2009 consist of:


License price, less $398,422 discount for imputed interest	$	3,101,578
Less accumulated amortization		(20,394)
Less allowance for impairment		(3,081,184)
License agreement costs, net	$	-

On July 14, 2008, the Company entered into an Agreement with China Bright Technology Development Limited (the Licensor) and Lincoln Parke (the Principal), and acquired a Comprehensive License to use certain patent and intellectual rights for the purpose of manufacturing, marketing, and distributing products designed to reduce gas emissions by motor vehicles. The territory covered by the license is the European Union and the United States of America. The price for the license was $3,500,000, payable as follows: $300,000 on August 13, 2008 (deemed paid); $1,000,000 by December 31, 2008 (unpaid); $1,000,000 by March 31, 2009 (unpaid); and, $1,200,000 by August 31, 2009 (unpaid).

On July 10, 2009, the Company amended the license agreement with the Licensor. The license agreement was amended to extend payment dates as follows:

1.	Payment of $1,000,000 due on December 31, 2008 extended to December 31, 2009,

2.	Payment of $1,000,000 due on March 31, 2009 extended to March 31, 2010,

3.	Payment of $1,200,000 due on August 31, 2009 extended to August 31, 2010.

Provided that the $1,200,000 payment is made, the Company is to issue the Principal an amount equal to the value of 60% of the Company’s issued and outstanding common shares by way of allotment and issuance to the Principal of 43,470,000 of the Company’s common shares representing 60% of the total issued and outstanding shares of the Company as at such time, as soon as the License Price is met in accordance with all applicable laws. The Company must also use its best efforts to provide $3,500,000 of funding for business development payable on the same schedule as the license fee payments noted above. The Company must also use its best efforts to fund a $2,000,000 product and investor awareness marketing campaign through the issuance of shares.

In consideration for deferring the license payments the Company is to make the following additional payments in cash or in shares issuable at a 15% discount from market price:

1.	$500,000 payable on August 10, 2009 or as soon thereafter as stock exchange acceptance is received; and

2.	$300,000 payable on August 31, 2010 or as soon thereafter as stock exchange acceptance is received.

As at August 31, 2009, the Company has not yet received stock exchange acceptance. The additional $800,000 due under the July 10, 2009 amendment to the License Agreement has been charged to interest expense.

F-6

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GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2009

(Unaudited)

Note 3. License Agreement Costs, Net (continued)

The term of the Comprehensive License is 20 years. In the event of failure by the Company to fulfill any of its obligations under the Agreement, the Agreement and Comprehensive License may be terminated by the Licensor with 120 days notice. On July 15, 2008, the Principal was appointed Chief Executive Officer, Chief Financial Officer, and director of the Company.

The Agreement did not state any interest on the $3,500,000 total amounts due the Licensor between August 13, 2008 and August 31, 2009. Accordingly, the Company recorded the license price at the $3,101,578 present value (discounted at an 18% annual interest rate) of the $3,500,000 total payments due and recorded amortization expense of $20,394 for the period July 14, 2008 to August 31, 2008 (using the straight line method over the 20 years term of the Agreement).

As of August 31, 2008, the Company reviewed the remaining $3,081,184 carrying value of the license agreement costs for potential impairment. Considering all facts and circumstances, the Company concluded that it was not more likely than not that any of the $3,081,184 carrying costs were recoverable. Accordingly, the Company expensed a $3,081,184 provision for impairment of license agreement costs at August 31, 2008 and reduced the license agreement costs, net to $0.

Note 4. Equipment, Net

Equipment, net, at August 31, 2009 consists of:


Equipment	$	3,927
Less accumulated depreciation		(494)
Equipment, net	$	3,433

F-7

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GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2009

(Unaudited)

Note 5. Due to Related Parties

Due to related parties consist of:

		August 31, 2009		February 28, 2009
Due to chief executive officer:
Amount due relating to the deemed payment of the $300,000
license agreement installment due August 13, 2008,
non-interest bearing, due the earlier of (1) the closing of a financing of $1,000,000 or more or (2) July 14, 2010, convertible at the option of either the Company or Principal into common stock at a price equal to 75% of the closing price on the date of conversion	$	300,000	$	300,000
Accrued management fee		36,911		11,633
Other		57,721		2,306
Due to former majority stockholder and chief executive officer:
Amount due relating to the Company's purchase of treasury stock		25,000		25,000
Other, non-interest bearing, no repayment terms		16,537		16,164
Due to former director and chief strategy officer for consulting services		4,567		3,930
Due to former director and chief financial officer		48,779		3,552
Total	$	489,515	$	362,585

During the year ended February 28, 2009, the Company, the Licensor (a corporation controlled by the Company’s chief executive officer), and the Principal (chief executive officer of both the Company and the Licensor) agreed to deem the $300,000 license agreement instalment due August 13, 2008 as paid in exchange for the Company’s agreement to pay $300,000 to the Principal. Pursuant to the agreement, as amended, the amount is non interest bearing and payable on the earlier of July 14, 2010 or the closing of a financing in excess of $1,000,000. On November 28, 2009, the amount becomes convertible at the option of the Principal at 75% of the closing price of the Company’s common stock on the date of conversion.

Note 6. Amount due to Licensor of License Agreement

Amount due to licensor of license agreement, net, at August 31, 2009, consists of:


Amount due December 31, 2009	$	1,000,000
Amount due March 31, 2010		1,000,000
Amount due August 31, 2010		1,200,000
Amounts due under Amendment to License Agreement dated July 10, 2009:
Amount due August 10, 2009		500,000
Amount due August 31, 2010		300,000
Total	$	4,000,000

F-8

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GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2009

(Unaudited)

Note 7. Common Stock

On May 28, 2007, the Company effected a 7 to 1 forward stock split of the issued and outstanding common stock. As a result, the issued and outstanding shares at that time increased from 9,140,000 shares of common stock to 63,980,000 shares of common stock. All share amounts have been retroactively adjusted for all periods presented.

On October 21, 2008, the Company entered into a Return to Treasury Agreement with Pardeep Sarai, former majority stockholder and chief executive officer of the Company (“Sarai”), whereby the Company agreed to purchase 35,000,000 shares of the Company common stock owned by Sarai for $100,000. Pursuant to this agreement, the Company paid $75,000 to Sarai on October 21, 2008. The agreement provides that the 35,000,000 shares are to be returned to Sarai if the Company fails to pay the remaining $25,000 to Sarai by March 1, 2009 (which date has been extended to June 30, 2009 under an Amendment to Agreement dated May 19, 2009 between the Company and Sarai and further extended under a verbal agreement) or if certain transactions contemplated by the License Agreement do not occur.

On May 8, 2009, pursuant to a Subscription Agreement dated September 17, 2008, the Company sold 26,667 Units to Noyz Management Corp. at $0.75 per unit for gross proceeds of $20,000. After deducting $2,950 in finder’s fees, the net proceeds to the Company were $17,050. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock at an exercise price of 0.75 per share to September 17, 2009.

d)	On July 30, 2009, the Company issued 1,866,666 restricted shares of common stock with a fair value of $68,500 to DC Consulting LLC (DC Consulting) pursuant to the consulting agreements described in Note 10(b) and 10 (c).

Note 8. Income Taxes

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $152,799 at August 31, 2009 attributable to the future utilization of the net operating loss carryforward of $436,568 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements. The Company will continue to review this valuation allowance and make adjustments as appropriate. The $436,568 net operating loss carryforward expires $7,277 in 2027, $28,608 in 2028, $236,577 in 2029 and $164,106 in 2030.

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

F-9

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GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2009

(Unaudited)

Note 9. Discontinued Operations

On May 31, 2008, the Company discontinued its mineral property acquisition and exploration

operations.

The results of discontinued operations are summarized as follows:


					Period from
	For the six month period Ended		For the six month period Ended		September 12, 2006 (Date of Inception) to
	August 31,		August 31,		August 31,
	2009		2008		2009
Revenues	$	–	$	–	$	–
Cost and expenses
General and administrative expenses		–		1,805		15,636
Professional fees		–		4,352		30,686
Rent		–		750		5,250
Research and development		–		–		353
Impairment of mineral property costs		–		–		3,300
Mineral property exploration and carrying costs		–		–		1,067
Total costs and expenses		–		6,907		56,292
Net Loss	$	–	$	(6,907)	$	(56,292	)

Note 10. Commitments and Contingencies

On August 1, 2008, the Company entered into a Management Contract with Lincoln Parke (“Parke”), the Company’s chief executive officer. Under the agreement, Parke is to perform certain services for the Company and the Company is to pay monthly management fees of 5,000 Canadian dollars (approximately $4,566 translated at the August 31, 2009 exchange rate) to Parke. Either party can terminate the agreement with 30 days written notice.

On July 22, 2009, the Company entered into an agreement with DC Consulting LLC (DC Consulting) for consulting services for a period of one year in consideration for the issue of 500,000 restricted shares of the Company’s common stock. The Company has the option to January 22, 2010 to repurchase the shares issued to DC Consulting at a price per share equal to the closing price of the Company’s common stock on the day the shares were issued, or $0.065 per share. The Company is expensing the $15,000 estimated fair value of the 500,000 shares over the one year term of the agreement and at August 31, 2009, $12,500 was included in prepaid expenses.

F-10

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GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2009

(Unaudited)

Note 10. Commitments and Contingencies (continued)

c)	On July 22, 2009, the Company entered into an agreement with DC Consulting for investor relation services for an initial period of 90 days in consideration for the following:

A monthly retainer fee of $9,500 in cash or quarterly retainer fee of $25,000 payable in cash or stock with the first payment due upon the execution of the contract. The Company issued 416,666 restricted shares of common stock with a fair value of $25,000 on July 30, 2009 (which is being expensed over the three month term of the agreement) and at August 31, 2009, $14,011 was included in prepaid expenses.

ii)

950,000 restricted shares of the Company’s common stock due within 30 days of the execution of the contract. The Company issued 950,000 restricted shares of common stock with a fair value of $28,500 on July 30, 2009 (which is being expensed over the three month term of the agreement) and at August 31, 2009, $9,500 was included in prepaid expenses.

iii)	Warrants to purchase 750,000 shares of the Company’s common stock at an exercise price of $0.40 per share. The warrants have not been delivered to DC Consulting as at August 31, 2009.

iv)	Warrants to purchase 750,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The warrants have not been delivered to DC Consulting as at August 31, 2009.

v)	An advisory fee of 7% of the gross proceeds of any financing transaction arranged by DC Consulting.

On August 25, 2009, the Company entered into a Common Stock Purchase Agreement and a Registration Rights Agreement (collectively the “Agreements”) with Bodie Investment Group Inc. (“Bodie”). Pursuant to the agreements, subject to volume limitations, the Company has the right to sell Bodie over a two year period up to $6,000,000 of the Company’s common stock at a price per share equal to 90% of the average of the three lowest closing bids during the twenty days prior to the put date. In consideration of the foregoing, the Company is obligated to issue Bodie 3,000,000 restricted shares of common stock on or before the first closing date. Prior to Bodie’s obligation to purchase any shares, the shares are to be registered in an effective registration statement filed with the SEC.

F-11

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GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2009

(Unaudited)

Note 11. Subsequent Events

Effective this quarter, the Company implemented SFAS No. 165, “Subsequent Events” (“SFAS 165”). This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The adoption of SFAS 165 did not impact the Company’s financial position or results of operations. The Company evaluated all events or transactions that occurred after August 31, 2009 up through October 20, 2009, the date the Company issued these financial statements. During this period, the Company did not have any material recognizable subsequent events.

F-12

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We have not yet generated or realized any revenues from our business activities.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our expenses. This is because we have not generated any revenues and no revenues are anticipated until we begin selling ERD-2.0 units. Accordingly, we must raise cash from private placements or other equity financings. Our only other source for cash at this time is through loans made by our chief executive officer and directors. Our success or failure will be determined in the short term by additional equity financings and, in the long term by the number of ERD-2.0 units we sell.

On July 14, 2008, we entered into a licensing agreement with China Bright Technology Development Limited, a Chinese corporation located in Hong Kong (“China Bright”) to use all of China Bright’s patent and intellectual rights for the purpose of manufacturing, marketing, and distributing products designed to reduce gas emissions by motor vehicles. The China Bright patents and intellectual rights are directed at the use of hydrogen technology to reduce gas emissions in motor vehicles. The territory to be covered by the license is the European Union and the United States of America.

We have since terminated our mining operations.

Last year we raised $300,000, of which a balance of $49,000 has yet to be paid. The receipt of the balance of these funds should allow us to operate for one quarter. Also, we have funded our current operations through loans made by our chief executive officer and directors. On August 25, 2009, we entered into a Common Stock Purchase Agreement and a Registration Rights Agreement (collectively the “Agreements”) with Bodie Investment Group Inc. (“Bodie”). Pursuant to the agreement, we have the right to sell and Bodie has the right to purchase up to $6,000,000 of the Company’s common stock at 90% of the average of the three lowest closing bids during the twenty days prior to the purchase with a minimum purchase price of $0.05 per share. This floor price provision can be altered at any time by GreenChek with thirty (30) days written notice to Bodie. In consideration of the foregoing, we are obligated to issue Bodie 3,000,000 restricted shares of common stock and cashless warrants to acquire an additional 9,000,000 restricted shares of common stock. Prior to Bodie’s obligation to purchase any shares, all of the shares and warrants must be registered in an effective registration statement filed with the SEC and applicable states. We have commenced work on our registration statement. In the short term, we require additional funding in order to operate and meet our day to day corporate and operational costs. Other than as described in this paragraph, we are actively pursuing other financing options.

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We do not own any interest in any property. We lease our office space.

We do not intend to hire additional employees at this time.

Our Business

General

We are a development stage business incorporated under the laws of the State of Nevada on September 12, 2006. Currently, we are manufacturing and marketing one product.

Our Product

The device we are developing, manufacturing and marketing, pursuant to our licensing agreement, is the Emission Reduction Device 2.0 (“ERD-2.0”). The ERD-2.0 is designed for installation on all vehicles with an internal combustion engine (“ICE”). The compact, self-contained ERD-2.0 includes a proprietary modular multiple cell Electrolyser (creates electrolysis) Unit for an internal combustion engine that can be retrofitted to any type of ICE to enhance the combustion process, independent of the fuel used (gasoline, diesel, ethanol or propane/natural gas). The ERD-2.0 product generates hydrogen by means of electrolysis. Water molecules are spontaneously split into hydrogen and oxygen gases of high purity, the resulting gases can then be distributed according to the user’s requirements.

Specifically focused on ICE integration, the ERD unit produces an amalgamation of hydrogen and oxygen gases, exclusively on demand, at miniscule pressure, only when the engine is operational. These gases are transported to the engine where they are entirely exhausted in the combustion procedure. The ERD unit ameliorates engine performance efficiency by generating augmented combustion of the air-fuel amalgam. The combustion intensity valuation of the hydrogen is not viewed as noteworthy, when contrasted with the operational benefit observed. The supplemental hydrogen is functioning as an octane adjunct. As well, the hydrogen acts as a dissemination minimization factor in regards to greenhouse gases propagated by the combustion procedure.

The ERD 2.0 is engineered to operate in a modular format for greater efficiency. The ability to link units together contribute to our ability to service larger engines, obtain further fuel cost savings and greater emission reduction, at the same time maintaining durability and overall quality. The product has a two year warranty.

History

GreenChek is focused on sales of the ERD units and further developing its technology for use as an onboard power source for ICEs. We have invented and developed, over the last five years, a proprietary process of hydrogen generation using environmentally safe materials and techniques that can take place onboard the vehicle. Management believes that the addition of this onboard hydrogen generating technology eliminates the need for hydrogen storage on the vehicle, potentially making the vehicle lighter and safer, and reducing its reliance on an infrastructure to provide hydrogen.

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The world is becoming more environmentally aware and so is the market. There is a great deal of interest in hydrogen-supplemented engines, which are considered to be environmentally friendly. These engines create substantially less emissions than purely fossil fuel operated ICEs. It has become apparent that human technological innovations and fossil fuel utilizing advancements are the basis of the majority of the increased heat-trapping gases, also known as greenhouse gases (GHG). Most industrialized nations have enacted environmental initiatives with a view to decreasing GHG, many of which are generated from fossil fuel emissions.

Management believes that the GreenChek model of onboard hydrogen generation for supplemented combustion, as carried out by our proprietary process, results in a procedure for generating hydrogen that is both safe in operation because of the use of small portions of hydrogen and hydrogen is only generated while the engine is in operation (generated only upon demand). In our tests, as well as independent third party testing, we believe that the increased efficiency of the ICE energy is excellent as well the observance of decreased emissions while the unit is in operation. The operating costs for the system are small.

Preliminary third party testing of the ERD technology was completed in February 2008. From this test, a report was generated, which includes emission reduction and fuel reduction data for the ERD, quantified in real time. Four (4) components of vehicle exhaust and the fuel consumption rate were measured. The pollutants measured are oxides of nitrogen (NOx), total hydrocarbons (HC), carbon monoxide (CO), and carbon dioxide (CO2). NOx is a common product of ICEs caused by the oxidation of nitrogen from the air used for the intake air supply to the engine. Hydrocarbons results from incomplete combustion, originating from the fuel supply. CO and CO2 are created by the bonding of the carbon in the fuel combining with the oxygen in the intake air. CO2 is the main product of combustion while CO is a more toxic component which is produced at two orders of magnitude smaller than CO2.

The main focus of the Company is the further development, manufacture, real world third party testing, and sale of our ERD product.

The ERD-2.0 is the outcome of five years of experimentation and testing. The Company focused particular attention to the environmental safety of the hydrogen being produced, with the main focus being the development of the knowledge needed to properly utilize hydrogen in an ICE safely as well as ensure that the ERD unit is stable and can operate in extreme environments without failure.

The development of the ERD-2.0 also focused on creating a stable, viable electrochemical process and gathering data from testing. The expected results of the development fell into several key categories:

1. The conversion of an entirely fossil fuel operated conventional ICE to an ICE equipped with the ERD and an ICE which now operates on hydrogen and fossil fuel mixture instead of only fossil fuel such as diesel or gasoline;

2. The collection of test data obtained from the ERD equipped engines described in (1) above;

3. The collection of test data from the ERD equipped vehicle described in (2) above;

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4. Gaining third party certification for the internal combustion engines tested on the road;

5. The development of the project design of a series of ERD units using real-world data obtained from the above-mentioned tests.

Manufacturing

We are currently manufacturing the ERD 2.0 in Tianjin, China. We have installed and are conducting third party testing on four ERD units in the United Kingdom. We have shipped one ERD unit to France. We believe there are a number of manufacturers who are capable of manufacturing a product similar to the ERD. Our ERD-2.0 is assembled by Tianjin Shenma Science and Technology Development Company Ltd. (“Tianjin”) located in Tianjin, China pursuant to a verbal agreement. Tianjin obtains the parts required to manufacture our ERD-2.0 from various parts manufacturers throughout China, however, Tianjin is not dependent on a particular vendor, as the parts are generic and available from multiple parts supply sources. GreenChek designs its product so as not to be dependent on the continuing availability of specialty parts or processes.

Tianjin Shenma Science and Technology Development Company Ltd., has committed a 4,000 square foot facility in Tianjin, China, for the manufacture of GreenChek’s ERD technology. The maximum production capacity for the facility is expected to be 1,050 units per month.

The production line of Tianjin’s manufacturing facility is ready for operation. Currently, Tianjin’s capacity for ERD production is approximately 1,050 ERD units per month based on an existing 4,000 square foot factory area. GreenChek is currently negotiating for additional factory area. With additional investment in assembly stations, dies, molds and machines, the Company believes it can increase the monthly production capacity if required to meet the needs of its customers.

Our ERD-2.0 is also assembled in China and shipped to customers in Asia, Europe and North America as directed by the Company. We aim to design and manufacture our product to perform reliably for the life of the product and system into which they are integrated. We seek to achieve high reliability through the application of proprietary technologies and rigorously controlled design, development, manufacturing and test processes.

Planning

The company continues to pursue development under the following guidelines, with the understanding however, that such timelines are only guidelines only, and may not be strictly adhered to and are dependent on numerous variables.

Implementation

The following activities are planned for immediate implementation and are expected to take up to twelve months based on financing:

1. Complete further third party testing and sale of ERD units throughout Europe in the second quarter 2010.

2. Secure agreements to distribute our ERD-2.0 in China in the fourth quarter 2010.

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Testing

We have conducted independent performance tests of the ERD through a third party testing facility in New York. The tests further established that our ERD improves fuel economy and reduces carbon monoxide and hydrocarbon emissions.

Marketing

We market our ERD-2.0 through Technical Environment Solutions Ltd. (“TESEL”), a European-based sale and distribution company with extensive worldwide experience in environmental technologies and their applications. TESEL specializes in emissions reduction technologies.

Currently, we market our ERD-2.0 only in Europe. We also promote our product through our website at www.greenchektech.com and through trade magazines, newspapers and at broadcast exhibitions. GreenChek is continuing to identify, qualify and establish direct dealers, distributor arrangements and agents to market our product.

Distribution

We distribute the ERD-2.0 by direct shipment from the manufacturer.

Competition

We compete against existing and emerging technologies in our targeted markets for mobile and stationary applications. We compete primarily on the basis of safety, reliability, efficiency, cost and environmental considerations. Currently, there are only two (2) competitors that we are aware of who are developing electrolysis based hydrogen cell technology for the mobile and stationary markets.

We also compete against PEM fuel cells. A PEM fuel cell is a device that produces electricity through an electrochemical reaction in which hydrogen and oxygen are combined to generate electricity, with usable heat and water as the principal by-products. An example of a PEM fuel cell company would be Ballard Power Systems Inc. A number of major manufacturing and automotive companies also have in-house PEM fuel cell development efforts. Many corporations are engaged in the area of alternative power generation in the United States, Canada and abroad, including, among others, major electric, oil, chemical, natural gas and specialized electronic firms, as well as universities, research institutions and foreign government-sponsored corporations. Many of these companies have substantially greater financial, research and development, manufacturing and marketing resources than we do.

We also compete with corporations that are building other types of fuel cells. These include phosphoric acid fuel cells, molten carbonate fuel cells, solid oxide fuel cells and alkaline fuel cells are generally thought to to have viable commercial potential. These fuel cells can be differentiated in regard to cell materials and temperature while operating. While all fuel cell types have probable environmental and efficiency advantages over traditional power sources, we believe that the GreenChek ERD is ready for immediate commercialization in mobile transportation sector, does not require hydrogen storage, and can be manufactured less expensively and is more efficient and more practical in mobile and stationary applications than our competition.

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Patents and Trademarks

We own no patents or trademarks.

License

We manufacture and sell the ERD-2.0 pursuant to a license from China Bright Technology Development Limited (“China Bright”), a Chinese corporation located in Hong Kong. We have the right to use all of China Bright’s patent and intellectual rights for the purpose of manufacturing, marketing, and distributing products designed to reduce gas emissions by motor vehicles. The China Bright patents and intellectual rights are directed at the use of hydrogen technology to reduce gas emissions in motor vehicles. The territory to be covered by the license is the European Union and the United States of America. The fee for the license is $3,500,000 payable as follows: $300,000 on August 13, 2008, $1,000,000 by December 31, 2008; $1,000,000 by March 31, 2009; and, $1,200,000 by August 31, 2009. In addition we are obligated to issue to China Bright, an amount of common stock equal to the value of 60% of our total outstanding common shares.

On July 10, 2009, we amended the license agreement with the Licensor. The license agreement is amended to extend payment dates as follows: payment of $1,000,000 due on December 31, 2008 extended to December 31, 2009; payment of $1,000,000 due on March 31, 2009 extended to March 31, 2010 and; payment of $1,200,000 due on August 31, 2009 extended to August 31, 2010.

In consideration for deferring the license payments we must make the following additional payments in cash or in shares issuable at a 15% discount from market price: (a) $500,000 payable 30 days after signing the amended agreement or as soon thereafter as stock exchange acceptance is received; and (b) $300,000 payable on August 31, 2010 or as soon thereafter as stock exchange acceptance is received. As of filing date we have not yet received stock exchange acceptance.

Limited Operating History and Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We have just started our current operations and have not generated any revenues from our activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in manufacturing our product, and possible cost overruns due to price and cost increases in services. Because we have no operating history we cannot reliably forecast our future operations.

The development and marketing of new technology is capital intensive. We have funded our current operations either from the sale of our common stock or through loans made by our chief executive officer and directors. We have utilized funds obtained to date for corporate organizational purposes, license payments and parts and supplies purchases to manufacture our ERD product.

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In the quarter ended August 31, 2009, we entered into a Common Stock Purchase Agreement and a Registration Rights Agreement (collectively the “Agreements”) dated August 25, 2009, with Bodie Investment Group Inc. (“Bodie”). Pursuant to the agreement, we have the right to sell and Bodie has the right to purchase up to $6,000,000 of GreenChek’s common stock at 90% of the average of the three lowest closing bids during the twenty days prior to the purchase with a minimum purchase price of $0.05 per share. This floor price provision can be altered at any time by GreenChek with thirty (30) days written notice to Bodie. In consideration of the foregoing, we are obligated to issue Bodie 3,000,000 restricted shares of common stock and cashless warrants to acquire an additional 9,000,000 restricted shares of common stock. Prior to Bodie’s obligation to purchase any shares, all of the shares and warrants must be registered in an effective registration statement filed with the SEC and applicable states. We have commenced work on our registration statement. This equity financing could result in additional dilution to existing shareholders.

In the short term, we require additional funding for legal and accounting and audit fees for preparation and filing of the registration statement, marketing and IR program costs, manufacturing costs of our ERD-2.0 and general operating expenses.

To become profitable and competitive, we must sell a sufficient number of ERD-2.0 units to generate revenues and profits.

We have no assurance that short term financing will be available to us on satisfactory terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities.

Results of Activities

From Inception on September 12, 2006 to August 31, 2009:

In 2006, we acquired the right to explore one property containing twelve cells. We do not own any interest in any property, but merely the right to conduct exploration activities on the property. In 2008, we discontinued our mining operations.

On July 14, 2008, we entered into a licensing agreement with China Bright Technology Development Limited, a Chinese corporation located in Central Hong Kong (“China Bright”) to use all of China Bright’s patent and intellectual rights for the purpose of manufacturing, marketing, and distributing products designed to reduce gas emissions by motor vehicles. The China Bright patents and intellectual rights are directed at the use of hydrogen technology to reduce gas emissions in motor vehicles. The territory to be covered by the license is the European Union and the United States of America. The fee for the license is $3,500,000 payable as follows: $300,000 on August 13, 2008; $1,000,000 by December 31, 2008; $1,000,000 by March 31, 2009; and, $1,200,000 by August 31, 2009. In addition we are obligated to issue to China Bright, an amount of common stock equal to the value of 60% of our total outstanding common shares.

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This quarter we are continuing pilot projects in Europe. We have manufactured and shipped four (4) units to the United Kingdom and these units have been installed. We have extended these pilot projects and expect completion of the tests by early 2010.

In 2010 to 2011 we have a minimum expectation of selling 500 ERD 2.0 installations. Also, we continue to develop our ERD 2.0 specifically for application on locomotives.

Liquidity and Capital Resources

As of August 31, 2009, we had incurred losses since inception and had a working capital deficiency of $4,502,257. As of the date of this report, we have yet to generate any revenues from our business activities. We believe our ability to continue as a going concern, earn revenues, and achieve profitability is highly dependent on a number of factors including, but not limited to: our ability to improve and continue to manufacture our product; obtain sufficient financing; market our product; and to secure agreements with distributors to distribute a sufficient quantity of our product, the ERD-2.0.

We issued 35,000,000 shares of common stock through a private placement pursuant to Regulation S of the Securities Act of 1933 to Pardeep Sarai, our sole officer and director in September 2006, in consideration of $5,000. The shares were sold to non-US persons and all transactions closed outside the United States of America. This was accounted for as a purchase of shares of common stock.

In March 2007, we completed a private placement of 28,980,000 restricted shares of common stock pursuant to Reg. S of the Securities Act of 1933 and raised $41,400. All of the shares were sold to non-US persons and all transactions closed outside the United States of America. This was accounted for as a purchase of shares of common stock.

On September 17, 2008 we sold 400,000 units to Noya Management Corp. in consideration of the $300,000. Each unit consisted on one share of common stock and one warrant. Each warrant allowed Noya Management Corp. to purchase one additional share of common stock at a price of $0.75 per share. As of the date hereof, no warrants have been exercised. The Units were sold to Noya Management Corp. pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933. The transaction took place outside the United States and Noya Management Corp. is a non-US person.

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.

CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended August 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 6.

EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description

10.1	Registration Rights Agreement dated as of August 27, 2009, by and between GreenChek Technology, Inc. and Bodie Investment Group Inc.

10.2	Common Stock Purchase Agreement dated as of August 27, 2009 by and between GreenChek Technology Inc. and Bodie Investment Group Inc.

10.3	Amendment to License Agreement between China Bright Technology Development Ltd. And GreenChek Technology Inc.

10.4	Unsecured Convertible Loan Agreement between Lincoln Parke and GreenChek Technology Inc.

10.5	Investor Relations Agreement between DC Consulting LLC and GreenChek Technology Inc.

10.6	DC Consulting LLC Consulting Agreement

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 20th day of October, 2009.

	GREENCHEK TECHNOLOGY INC.

	BY:	LINCOLN PARKE
		Lincoln Parke
		President, Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and a member of the Board of Directors.

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EXHIBIT INDEX

Exhibit No.	Document Description

10.1	Registration Rights Agreement dated as of August 27, 2009, by and between GreenChek Technology, Inc. and Bodie Investment Group Inc.

10.2	Common Stock Purchase Agreement dated as of August 27, 2009 by and between GreenChek Technology Inc. and Bodie Investment Group Inc.

10.3	Amendment to License Agreement between China Bright Technology Development Ltd. And GreenChek Technology Inc.

10.4	Unsecured Convertible Loan Agreement between Lincoln Parke and GreenChek Technology Inc.

10.5	Investor Relations Agreement between DC Consulting LLC and GreenChek Technology Inc.

10.6	DC Consulting LLC Consulting Agreement

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

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GreenChek Technology Inc. Reports

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