GreenChek Technology Inc. - FORM 10-Q/A

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EX-31.1 - CERTIFICATION - GreenChek Technology Inc.	f10q1109a1ex31i_greenchek.htm
EX-32.1 - CERTIFICATION - GreenChek Technology Inc.	f10q1109a1ex32i_greenchek.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended November 30, 2009

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 000-53269

GREENCHEK TECHNOLOGY INC.

(Exact name of small business issuer as specified in its charter)

Nevada

(State of incorporation)

101 California Street, Suite 2450

San Francisco, California 94111

(Address of principal executive offices)

(888) 775-7579

(Issuer's telephone number)

________________________________________________________________

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

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 past 90 days. Yes x No o

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o		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 o No x

As of June 11, 2010, 71,881,333 shares of common stock, par value $0.00001 per share, were issued and outstanding.

EXPLANATORY NOTE

We are filing this Amendment No. 1 to our Quarterly Report on Form 10-QSB for the quarter ended November 30, 2009 due to the inadvertent omission of certain accrued liabilities and financing expenses n connection with the issuance of shares of common stock and warrants to purchase common stock, as explained in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2010.

For convenience and ease of reference, we are only filing the financial statements of this Quarterly Report. Accordingly, this Amendment No. 1 to such Quarterly Report should be read in conjunction with our Quarterly Report for the quarter ended November 30, 2009 filed with the SEC on January 19, 2010, and with our subsequent filings with the SEC.

PART I.

FINANCIAL INFORMATION

Item 1. Financial Statements.

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

	November 30,			February 29,
	2009			2009
	(Unaudited)
	(Restated)

ASSETS
Current Assets
Cash	$	5,503		$	391
Prepaid expenses		17,338			7,706
Inventory		85,230			-
Total current assets		108,071			8,097
License agreement costs, net of accumulated
amortization and allowance for impairment (Note 3)		-			-
Equipment, net (Note 4)		3,176			-
Total Assets	$	111,247		$	8,097




LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued liabilities	$	36,918		$	65,780
Loan payable		36,470			-
Derivative liability (Note 6)		243,566			-
Due to related parties (Note 6)		315,075			362,585
Amount due to licensor of license agreement, net of unamortizated debt discounts (Note 7)		4,000,000			3,103,806
Total Liabilities		4,632,029			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 74,181,333 and 64,288,000 shares, respectively		742			643
Additional paid-in capital		586,039			252,157
Treasury Stock, 35,000,000 shares held at November 30, 2009 and February 28, 2009		(100,000	)		(100,000	)
Deficit accumulated during the development stage		(5,007,563	)		(3,676,874	)
Total Stockholders' Deficiency		(4,520,782	)		(3,524,074	)
Total Liabilities and Stockholders' Deficiency	$	111,247		$	8,097

See notes to financial statements.

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

	For the three months ended November 30, 2009			For the three months ended November 30, 2008			For the nine months ended November 30, 2009			For the nine months ended November 30, 2008			Period from September 12, 2006 (Inception) To November 30, 2009
	(Restated)						(Restated)						(Restated)


Revenue	$	-		$	-		$	-		$	-		$	-

Costs and expenses
General and administrative expenses		147,255			127,012			278,419			147,303			406,126
Research and development		-			-			32,942			-			122,011
Amortization of license agreement costs		-			-			-			20,394			20,394
Provision for impairment of license agreement costs		-			-			-			3,081,184			3,081,184
Total costs and expenses		147,255			127,012			311,361			3,248,881			3,629,715
Loss From Operations		(147,255	)		(127,012	)		(311,361	)		(3,248,881	)		(3,629,715	)
Imputed interest expense		-			(128,903	)		(96,194	)		(199,697	)		(398,422	)
Interest expense on loans		(2,411	)		-			(2,411	)		-			(2,411	)
Interest expense in connection with amendment
to License Agreement		-			-			(800,000	)		-			(800,000	)
Financing fees		-			-			(180,000	)		-			(180,000	)
Gains on forgiveness of liabilities		64,366			-			64,366			-			64,366
Loss on change in fair value of conversion feature		(5,089	)		-			(5,089	)		-			(5,089	)
Loss from continuing operations		(90,389	)		(255,915	)		(1,330,689	)		(3,448,578	)		(4,951,271	)
Discontinued operations (Note 10)		-			-			-			(6,907	)		(56,292	)
Net Loss	$	(90,389	)	$	(255,915	)	$	(1,330,689	)	$	(3,455,485	)	$	(5,007,563	)

Net loss per share - basic and diluted
Continuing Operations	$	(0.00	)	$	(0.01	)	$	(0.04	)	$	(0.06	)
Discontinued Operations		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Total	$	(0.00	)	$	(0.01	)	$	(0.04	)	$	(0.06	)


Weighted Average Shares Outstanding
Basic and Diluted		39,181,000			48,595,000			32,971,000			58,908,000

See notes to financial statements.

GreenChek Technology Inc.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficiency)
For the Period September 12, 2006 (Inception) to November 30, 2009
(Expressed in US Dollars)
(Unaudited)
														Deficit			Total Stockholders' Equity
														Accumulated
	Common Stock, $0.00001 par value				Additional									During the
	Common Stock, $0.00001 par value				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	)
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		269,207			(35,000,000	)		(100,000	)		(3,814,995	)		(3,645,145	)
Financing fees (Restated)		6,000,000		60		179,940			-			-			-			180,000
Stock-based compensation		1,866,666		19		68,481			-			-			-			68,500
Net Loss (Restated)		-		-		-			-			-			(1,102,179	)		(1,102,179	)
Balance – August 31, 2009 (Restated)		72,181,333	$	722	$	517,628			(35,000,000	)	$	(100,000	)	$	(4,917,174	)	$	(4,498,824	)
Stock-based compensation		2,000,000		20		59,980			-			-			-			60,000
Fair value of warrants
authorized in connection with convertible loan payable		-		-		8,431			-			-			-			8,431
Net Loss (Restated)		-		-		-			-			-			(90,389	)		(90,389	)
Balance – November 30, 2009 (Restated)		74,181,333	$	742	$	586,039			(35,000,000	)	$	(100,000	)	$	(5,007,563	)	$	(4,520,782	)

See notes to financial statements.

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

	For the nine months ended November 30, 2009			For the nine months ended November 30, 2008			Period from September 12, 2006 (Date of Inception) To November 30, 2009


	(Restated)						(Restated)
Cash Flows from Operating Activities
Net loss	$	(1,330,689	)	$	(3,455,485	)	$	(5,007,563	)
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		751			-			751
Provision for impairment of license agreement costs		-			3,081,184			3,081,184
Imputed interest expense		96,194			199,697			398,422
Non-cash interest expense		2,411			-			2,411
Donated services and expenses		-			6,000			21,000
Impairment of mineral property costs		-			-			3,300
Interest expense in connection with amendment to License Agreement		800,000			-			800,000
Financing fees		180,000			-			180,000
Stock -based compensation		119,750			-			119,750
Gain on re-valuation of derivative liability		5,089			-			5,089
Gains on forgiveness of liabilities		64,366			-			64,366
Changes in operating assets and liabilities:
Inventory		(85,230	)		-			(85,230	)
Accounts payable and accrued liabilities		(63,229	)		15,468			2,551
Due to related party		76,000			-			76,000
Prepaid expenses		(882	)		(754	)		(8,588	)
Net cash used in operating activities		(135,469	)		(133,496	)		(326,163	)

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			189,900			271,350
Purchase of treasuary stock		-			(100,000	)		(100,000	)
Offering costs incurred		-			-			(22,500	)
Due to related parties		83,827			44,001			146,412
Proceeds from loans payable		43,631			-			43,631
Net cash provided by financing activities		144,508			133,901			338,893

Increase in cash		5,112			405			5,503

Cash - beginning of period		391			688			-

Cash - end of period	$	5,503		$	1,093		$	5,503


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		$	300,000

See notes to financial statements.

GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 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 November 30, 2009, the Company has accumulated losses of $5,007,563 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 November 30, 2009 and for the three and nine months ended November 30, 2009 and 2008 and for the period September 12, 2006 (inception) to November 30, 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 November 30, 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 nine month period ended November 30, 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.

GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2009

(Unaudited)

Note 3. License Agreement Costs, Net

License agreement costs, net, at November 30, 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).

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.

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.

In consideration for deferring the license payments, the Company was 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 9, 2009, (unpaid at November 30, 2009); and

2.	$300,000 payable on August 31, 2010 (unpaid at November 30, 2009).

On December 31, 2009 (see note 12(b)), the Company entered into amendment no. 2 to the license agreement with the Licensor and the Principal. Pursuant to this amendment, the $1,000,000 due December 31, 2009 and the $500,000 due August 9, 2009 (of the $4,000,000 total due to the Licensor of the License Agreement at November 30, 2009) was amended to a total of $550,000 due January 14, 2010. If the Company fails to make the $550,000 payment to Licensor by January 14, 2010, Licensor has the right to immediately terminate the license agreement.

GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 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 then 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.

In the three months ended August 31, 2009, the Company recognized the additional liability of $800,000 resulting from the July 10, 2009 amendment to the license agreement as interest expense.

Note 4. Equipment, Net

Equipment, net, at November 30, 2009 consists of:

Equipment	$	3,927
Less accumulated depreciation		(751	)
Equipment, net	$	3,176

Note 5. Loan Payable

On November 1, 2009, the Company entered into a loan agreement for a loan of up to $50,000. The loan is non interest bearing and due on April 30, 2010. Pursuant to the loan agreement the Company has agreed to issue 500,000 common share purchase warrants exercisable for two years at an exercise price of $0.05 for the first year and $0.10 for the second year. As at November 30, 2009, the Company had received loans of $43,631. On November 1, 2009, the Company recognized the fair value of the warrants of $8,431 as additional paid-in capital and an equivalent discount that reduced the carrying value of the loan to $35,200. The discount will be expensed over the term of the loan increasing the carrying value to the face value of the loan. As at November 30, 2009, the carrying value of the loan was $36,470 and interest expense of $1,270 had been recorded. At November 30, 2009, the Company had not issued the warrants.

GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2009

(Unaudited)

Note 6. Due to Related Parties

Due to related parties consist of:

		November 30, 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 the Principal commencing
November 28, 2009 and convertible at the option of the
Company on the due date into common stock at a price
equal to 75% of the closing price on the date of conversion	$	300,000	$	300,000
Discount relating to the fair value of the embedded beneficial
conversion feature at November 28, 2009		(238,477)		-
Accretion of discount from November 28, 2009 to November
30, 2009		1,141		-
Net		62,664		300,000
Accrued management fee		52,498		11,633
Other		97,580		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		16,637		16,164
Due to former director and chief strategy officer for consulting services		4,737		3,930
Due to former director and chief financial officer		55,959		3,552
Total	$	315,075	$	362,585

GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2009

(Unaudited)

Note 6. Due to Related Parties (continued)

During the year ended February 28, 2009, the Company, the Licensor (a corporation formerly controlled by the Company’s chief executive officer), and the Principal (chief executive officer of the Company) 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 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 became convertible at the option of the Principal at 75% of the closing price of the Company’s common stock on the date of conversion. The Company recognized the fair value of the embedded beneficial conversion feature of $238,477 as a derivative liability and reduced the carrying value of the convertible loan to $61,523. The discount on the convertible loan will be accreted over the term of the convertible loan, increasing the carrying value to the face value of $300,000. As at November 30, 2009, the carrying value of the convertible debt was $62,664 and interest expense of $1,141 had been accreted. The fair value of the derivative liability at November 30, 2009 was $243,566 and a loss of $5,089 was recorded on the change in the fair value of the derivative liability.

Note 7. Amount due to Licensor of License Agreement

Amount due to licensor of license agreement, net, at November 30, 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 9, 2009		500,000
Amount due August 31, 2010		300,000
Total	$	4,000,000

On December 31, 2009 (see note 12(b)), the Company entered into amendment no, 2 to the license agreement with the Licensor and the Principal. Pursuant to this amendment, the $1,000,000 due December 31, 2009 and the $500,000 due August 9, 2009 (of the $4,000,000 total due to the Licensor of License Agreement at November 30, 2009) was amended to a total of $550,000 due January 14, 2010.

Note 8. 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.

GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2009

(Unaudited)

Note 8. Common Stock (continued)

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 11 (b) and (c).

e)	On August 25, 2009, the Company issued 3,000,000 restricted shares of the Company’s common stock with a fair value of $90,000 to Gold Spread Trading Ltd. pursuant to the loan initiation agreement described in Note 11 (d).

f)	On August 27, 2009, the Company issued 3,000,000 restricted shares of the Company’s common stock with a fair value of $90,000 to Bodie Investment Group pursuant to the common stock purchase agreement described in Note 11 (e).

g)	On September 1, 2009, the Company issued 2,000,000 restricted shares of the Company’s common stock with a fair value of $60,000 to Global Eye Professional Advisors Ltd. pursuant to the consulting agreement described in Note 11 (f).

Note 9. 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 $160,390 at November 30, 2009 attributable to the future utilization of the net operating loss carryforward of $458,257 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 $458,257 net operating loss carryforward expires $7,277 in 2027, $28,608 in 2028, $236,577 in 2029 and $185,795 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.

GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2009

(Unaudited)

Note 10.Discontinued Operations

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

operations.

Period from

For the three month period Ended

For the nine month period Ended

September 12, 2006

(Date of Inception) to

November 30,

2009

2008

2009

2008

2009

Revenues

–

Cost and expenses

General and administrative expenses

–

6,907

51,925

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

)

The results of discontinued operations are summarized as follows:

Note 11. 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 $4,737 translated at the November 30, 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 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 issued 500,000 restricted shares of common stock with a fair value of $15,000 on July 30, 2009 and at November 30, 2009, $8,750 was included in prepaid expenses.

GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2009

(Unaudited)

Note 11. 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:

i)	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.

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.

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 November 30, 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 November 30, 2009.

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

On August 19, 2009, the Company entered into a Loan Initiation Agreement with Gold Spread Trading Ltd. (“Gold Spread”). Pursuant to the agreement, the Company may borrow up to $100,000 from Gold Spread until November 27, 2010. As a one-time loan initiation fee the Company issued 3,000,000 restricted shares of the Company’s common stock with a fair value of $90,000 to Gold Spread and recorded financing fees of $90,000 upon execution of the contract. Refer to Note 8 (e).

On August 27, 2009, the Company entered into a Common Stock Purchase Agreement, a Registration Rights Agreement, a Warrant Purchase Agreement, a Subscription Agreement and a Convertible Note 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. The Company also has the right to sell $100,000 of convertible notes to Bodie. The closing date for the agreement Is the date Bodie advances $100,000 to the Company. In consideration for entering into the agreement the Company issued to Bodie 3,000,000 restricted shares of the Company’s common stock with a fair value of $90,000. The Company is also to issue on or before the closing date, Class A warrants to purchase 3,000,000 shares of the Company’s common stock at an exercise price of $0.0001 for five years after issuance and Class B warrants to purchase 6,000,000 shares of common stock at an exercise price of $0.01 for five years after issuance. Prior to Bodie’s obligation to purchase any shares, the shares are to be registered in an effective registration statement filed with the SEC. Refer to Note 8 (f).

GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2009

(Unaudited)

Note 11. Commitments and Contingencies (continued)

On September 1, 2009, the Company entered into a consulting agreement with Global Eye Professional Advisors Ltd. (“Global Eye”) for a period of twelve months expiring on August 31, 2010. Pursuant to the terms of the agreement Global Eye will continue to provide consulting services to facilitate long range strategic planning, and to advise the Company in business and/or financial matters. In consideration for services performed to date and for entering into the agreement the Company issued Global Eye 2,000,000 restricted shares of the Company’s common stock with a fair value of $60,000 on the closing date. Refer to Note 8 (g).

g)	On October 14, 2009, the Company entered into a Lease Agreement for space in Ontario Canada. The lease commenced on November 1, 2009 for a term of three years ending on October 31, 2012.

The lease provides for monthly rentals ranging from 4,414 Canadian dollars (approximately $4,182 translated at the November 30, 2009 exchange rate) to 4,743 Canadian dollars (approximately $4,494 translated at the November 30, 2009 exchange rate). Future non-cancellable lease payments at November 30, 2009 are:

Year Ending February 28	Amount
2010	$	12,546
2011		50,796
2012		52,657
2013		35,942
Total	$	151,941

GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2009

(Unaudited)

Note 12. Restatement

During the nine months ended November 30, 2009, the Company entered into the three agreements described in Notes 11 (d), (e), and (f). As consideration for entering into these agreements, the Company issued a total of 8,000,000 restricted common shares of the Company as follows: 3,000,000 on August 25; 3,000,000 on August 27; and 2,000,000 on September 1, 2009.

In connection with preparing the financial statements for the fiscal year ended February 28, 2010, management of the Company became aware that these issuances of securities during the 2010 fiscal year were not recorded in the previously released unaudited interim financial statements of the Company. As a result, the Company is restating the November 30, 2009 interim financial statements filed on Form 10-Q. The effect of the restatement is to recognize the issuance of common stock at a fair value of $180,000 as a financing expense and the issuance of common stock with a fair value of $60,000 as a consulting expense.

The following tables illustrate the effects of the restatement on the November 30, 2009 financial statements:

Balance Sheet
	November 30, 2009
	As Reported		Current Year Adjustments		As Restated

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Stockholders’ deficiency
Common Stock		662		80	742
Additional Paid-In Capital		346,119		239,920	586,039
Treasury Stock		(100,000)		-	(100,000)
Deficit accumulated during the development stage		(4,767,563)		(240,000)	(5,007,563)
Total Stockholders’ Deficiency		(4,520,782)		-	(4,520,782)

Statement of Operations
	Nine months ended November 30, 2009

				Current Year
	As Reported			Adjustments	As Restated

Costs and expenses
General and administrative expenses	$	218,419	$	60,000	$	278,419
Financing fees		-		180,000		180,000

Net Loss	$	(1,090,689)	$	(240,000)	$	(1,330,689)

Net loss per share – basic and diluted	$	(0.04)	$	-	$	(0.04)

Weighted average common shares outstanding:
Basic and diluted		30,146,000		2,825,000		32,971,000

GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2009

(Unaudited)

Note 12. Restatement (continued)

Statement of Operations
	Three months ended November 30, 2009

				Current Year
	As Reported			Adjustments			As Restated

Costs and expenses
General and administrative expenses	$	87,255		$	60,000		$	147,255

Net Loss	$	(30,389	)	$	(60,000	)	$	(90,389	)

Net loss per share – basic and diluted	$	(0.00	)	$	-		$	(0.00	)

Weighted average common shares outstanding:
Basic and diluted		31,181,000			8,000,000			39,181,000

Statement of Cash Flows
	Nine months ended November 30, 2009

					Current Year
	As Reported				Adjustments			As Restated

Cash Flows from Operating Activities
Net loss		$	(1,090,689	)	$	(240,000	)		$	(1,330,689	)

Stock-based compensation			59,750			60,000				119,750
Financing fee			–			180,000				180,000
Net cash used in operating activities		$	(135,469	)	$	–			$	(135,469	)

Note 13. Subsequent Events

In June 2009 the Company implemented Accounting Standards Codification (“ASC”) 855, Subsequent Events. 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 ASC 855 did not impact the Company’s financial position or results of operations. The Company evaluated all events or transactions that occurred after November 30, 2009 up through January 19, 2010, the date the Company issued these financial statements. During this period, the Company did not have any material recognizable subsequent events, except as disclosed below:

On December 8, 2009, the Company entered into a Consulting Agreement. Under the terms of the agreement the Consultant shall provide advice and consulting services in consideration for the issuance of 200,000 common shares of the Company within 60 days after the execution of this agreement. In addition, upon the implementation of an Incentive Stock Option Plan by the Company, the Consultant will be eligible to receive stock options, the number to be determined by March 31, 2010. This agreement will be in effect for a period of 12 months and is renewable upon reasonable terms and conditions agreed to by the Company and the Consultant.

GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2009

(Unaudited)

Note 13. Subsequent Events (continued)

On December 31, 2009, the Company entered into a second amendment to the license agreement referred to in Note 3. Pursuant to the amendment the $1,000,000 payment due on December 31, 2009 and the $500,000 owing after the signing of the first amendment shall be reduced to $550,000 which shall represent payment in full of these amounts. The remaining $950,000 of the $1,500,000 aggregate principal amount shall be forgiven by the Licensor. On January 14, 2010, a third party tendered a check to Licensor on behalf of the Company in the amount of 4,265,420 Hong Kong dollars (equivalent to $550,000).

Item 6. Exhibits.

Exhibit Number	Description	Where Found
31.1	Rule 13a-14(a)/15d14(a) Certifications of Chief Executive and Financial Officer	Attached Hereto
32.1	Section 1350 Certifications	Attached Hereto

SIGNATURES

In accordance with to requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GREENCHEK TECHNOLOGY INC.

Dated: June 11, 2010	By:	/s/ Lincoln Parke
		Name: Lincoln Parke
		Title: President and Treasurer
		(Principal Executive, Financial and Accounting Officer)

GreenChek Technology Inc. - FORM 10-Q/A - June 11, 2010

Attached files

GreenChek Technology Inc. Reports