Attached files

file filename
EX-31.1 - SECTION 302 CERTIFICATION - GREENLITE VENTURES INCexhibit31-1.htm
EX-32.1 - SECTION 906 CERTIFICATION - GREENLITE VENTURES INCexhibit32-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended December 31, 2010

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

For the transition period from ________to ________

COMMISSION FILE NUMBER 000-51773

GREENLITE VENTURES INC.
(Exact name of registrant as specified in its charter)

NEVADA 91-2170874
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)  
   
810 Peace Portal Drive, Suite 201, Blaine, WA 98230
(Address of principal executive offices) (Zip code)

(360) 220-5218
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of February 14, 2011, the Issuer had 14,366,666 shares of common stock issued and outstanding.


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and nine months ended December 31, 2010 are not necessarily indicative of the results that can be expected for the year ending March 31, 2011.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Greenlite,” and the “Company” mean Greenlite Ventures Inc. unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.

2



GREENLITE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
 BALANCE SHEET 

ASSETS  
    (Unaudited)     (Audited)  
    December 31,     March 31,  
    2010     2010  
             
Current Assets            
       Cash $  14,887   $  8,334  
       Prepaid Expenses   -0-     950  
             
                     Total Current Assets   14,887     9,284  
             
Other Asset – Marketing Rights   60,000     -0-  
             
TOTAL ASSETS $  74,887   $  9,284  
             
             
LIABILITIES AND STOCKHOLDERS' EQUITY  
             
Current Liabilities            
       Accounts Payable and Accrued Expenses $  59,806   $  45,642  
       Loans from Related Parties   63,000     58,000  
       Interest Payable   5,754     5,754  
       Stock Subscription Payable   83,333     50,000  
             
                   Total Current Liabilities   211,893     159,396  
             
Long Term Debt   -0-     -0-  
             
Stockholders' Equity            
      Common Stock, $0.001 par value
            100,000,000 shares authorized,
            14,366,666 and 11,366,666
            shares issued, respectively
 


14,366
   


11,366
 
       Additional Paid in Capital   318,134     261,134  
       Deficit Accumulated during the Exploration Stage   (469,506 )   (422,612 )
             
                   Total Stockholders' Equity/(Deficit)   (137,006 )   (150,112 )
             
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) $  74,887   $  9,284  

See Notes to Financial Statements 

F-1 




GREENLITE VENTURES INC. 
(AN EXPLORATION STAGE COMPANY) 
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited) 

    THREE MONTHS ENDED     NINE MONTHS ENDED        
    DECEMBER 31,     DECEMBER 31,     INCEPTION to  
    2010     2009     2010     2009     DEC. 31, 2010  
Revenues $  0   $  0   $  0   $  0   $  0  
Operating Expenses   (13,491 )   (13,907 )   (46,894 )   (52,558 )   (469,506 )
Loss Before Provision for Income Taxes   (13,491 )   (13,907 )   (46,894 )   (52,558 )   (469,506 )
Provision for Income Taxes   (0 )   (0 )   (0 )   (0 )   (0 )
Net Loss   (13,491 )   (13,907 )   (46,894 )   (52,558 )   (469,506 )
Accumulated Deficit, Beginning of Period   (456,015 )   (393,406 )   (422,612 )   (354,755 )   0  
Accumulated Deficit, End of Period $ (469,506 ) $ (407,313 ) $ (469,506 ) $ (407,313 ) $  (469,506 )
                               
                               
Net Loss per Share $  (0.00 ) $  (0.00 ) $  (0.00 ) $  (0.00 ) $  (0.05 )
Weighted Average Shares Outstanding   12,366,666     11,366,666     11,866,666     11,366,666     9,039,743  

See Notes to Financial Statements

F-2



GREENLITE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT)
(Unaudited)

    Common Stock     Additional     Accumulated     Total  
          Dollar     Paid in     Deficit     Stockholders'  
    Shares     Amount     Capital           Equity  
                               
Balances, December 21, 2000 (Date of Inception)   ----   $  ----   $  ----   $  ----   $  ----  
                               
Stock Subscriptions Received $0.001 per share February 14, 2001   ----     ----     2,500     ----     2,500  
                               
Net Loss, Period Ended March 31, 2001   ----     ----     ----     (1,310 )   (1,310 )
                               
Balances, March 31, 2001   ----   $  ----   $  2,500   $  (1,310 ) $  1,190  
                               
Stock Subscriptions Received $0.001 per share February 25, 2002   ----     ----     2,500     ----     2,500  
                               
Common Stock Issued $0.001 per share February 28, 2002   7,500,000     7,500     (5,000 )   ----     2,500  
                               
Net Loss, Period Ended March 31, 2002   ----     ----     ----     (8,244 )   (8,244 )
                               
Balances, March 31, 2002   7,500,000   $  7,500     ----   $  (9,554 ) $  (2,054 )
                               
Common Stock Issued $0.05 per share November 30, 2002   1,400,000     1,400     68,600     ----     70,000  
                               
Net Loss, Period Ended March 31, 2003   ----     ----     ----     (29,203 )   (29,203 )
                               
Balances, March 31, 2003   8,900,000   $  8,900   $  68,600   $  (38,757 ) $  38,743  
                               
Net Loss, Period Ended March 31, 2004   ----     ----     ----     (45,729 )   (45,729 )
                               
Balances, March 31, 2004   8,900,000   $  8,900   $  68,600   $  (84,486 ) $  (6,986 )
                               
Common Stock Issued $0.05 per share September 30, 2004   900,000     900     44,100     ----     45,000  
                               
Net Loss, Period Ended March 31, 2005   ----     ----     ----     (46,137 )   (46,137 )
                               
Balances, March 31, 2005   9,800,000     9,800     112,700     (130,623 )   (8,123 )

See Notes to Financial Statements

F-3



GREENLITE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT) - CONTINUED
(Unaudited)

    Common Stock     Additional     Accumulated     Total  
          Dollar     Paid in     Deficit     Stockholders'  
    Shares     Amount     Capital           Equity  
                               
                               
Balances, March 31, 2005   9,800,000     9,800     112,700     (130,623 )   (8,123 )
                               
Common Stock Issued $0.075 per share September 29, 2005   800,000     800     59,200     ----     60,000  
                               
Net Loss, Period Ended March 31, 2006   ----     ----     ----     (49,089 )   (49,089 )
                               
Balances, March 31, 2006   10,600,000   $ 10,600   $ 171,900   $ (179,712 ) $  2,788  
                               
Net Loss, Period Ended March 31, 2007   ----     ----     ----     (52,274 )   (52,274 )
                               
Balances, March 31, 2007   10,600,000   $ 10,600   $ 171,900   $ (231,986 ) $  (49,486 )
                               
Common Stock Issued $0.15 per share November 7, 2007   266,666     266     39,734     ----     40,000  
                               
Common Stock Issued $0.10 per share January 24, 2008   500,000     500     49,500     ----     50,000  
                               
Net Loss, Period Ended March 31, 2008   ----     ----     ----     (71,779 )   (71,779 )
                               
Balances, March 31, 2008   11,366,666   $ 11,366   $ 261,134   $ (303,765 ) $  (31,265 )
                               
Net Loss, Period Ended March 31, 2009   ----     ----     ----     (50,990 )   (50,990 )
                               
Balances, March 31, 2009   11,366,666   $ 11,366   $ 261,134   $ (354,755 ) $  (82,255 )
                               
Net Loss, Period Ended March 31, 2010   ----     ----     ----     (67,857 )   (67,857 )
                               
Balances, March 31, 2010   11,366,666   $ 11,366   $ 261,134   $ (422,612 ) $  (150,112 )
                               
Common Stock Issued $0.02 per share September 1, 2010   3,000,000     3,000     57,000     ----     60,000  
                               
Net Loss, Period Ended December 31, 2010   ----     ----     ----     (46,894 )   (46,894 )
                               
Balances, December 31, 2010   14,366,666   $ 14,366   $ 318,134   $ (469,506 ) $  (137,006 )

See Notes to Financial Statements

F-4



GREENLITE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
 (Unaudited)

    NINE MONTHS       NINE MONTHS        
    ENDED     ENDED     INCEPTION to  
  DEC. 31, 2010     DEC. 31, 2009     DEC. 31, 2010  
                   
Cash Flows from Operating Activities:            
                   
Net Loss $ (46,894 ) $  (52,558 ) $ (469,506 )
                   
Adjustments to Reconcile Net Income to Net Cash Provided/ (Used) by Operating Activities:            
         (Increase)Decrease in:                  
                 Prepaid Expenses   950     (6,000 )   -0-  
                 Other Asset – Marketing Rights   (60,000 )   -0-     (60,000 )
         Increase (Decrease) in:                  
                 Accounts Payable   14,164     8,855     59,806  
                 Interest Payable   -0-     -0-     5,754  
                   
Net Cash Used by Operating Activities   (91,780 )   (49,703 )   (463,946 )
                   
Cash Flows from Financing Activities:            
Proceeds from Issuance of Debt   5,000     10,000     63,000  
Proceeds Related to Issuance of Common Stock   93,333     50,000     415,833  
                   
Cash Provided by Financing Activities   98,333     60,000     478,833  
                   
                   
Net Increase (Decrease) in Cash   6,553     10,297     14,887  
                   
Cash at Beginning of Period   8,334     6,338     -0-  
                   
Cash at End of Period $ 14,887   $  16,635   $  14,887  

See Notes to Financial Statements

F-5



GREENLITE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
 (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

Greenlite Ventures Inc. was incorporated on December 21, 2000 in the state of Nevada. The Company acquires and develops mineral rights and markets carbon offsets.

Basis of Presentation

The Company reports revenue and expenses using the accrual method of accounting for financial and tax reporting purposes.

Use of Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

Exploration Stage Company

The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations.

Pro Forma Compensation Expense

The Company accounts for options and restricted stock granted to employees and directors in accordance with the fair value method of SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”), as amended by SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure an amendment of FASB Statement No. 123 and related interpretations. As such, compensation expense is recorded on stock option and restricted stock grants based on the fair value of the options or restricted stock granted, which is estimated on the date of grant using the Black-Scholes option-pricing model for stock options granted, and is recognized on a straight-line basis over the vesting period. No stock options have been issued by Greenlite Ventures Inc. Accordingly, no pro forma compensation expense is reported in these financial statements.

Mineral Rights
Mineral rights and related exploration costs have been expensed as their recoverability is presumed to be insupportable during the exploration stage.

Marketing Rights
Exclusive marketing rights are capitalized as incurred. These rights are periodically reviewed for impairment.

F-6



GREENLITE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
 (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Depreciation, Amortization and Capitalization
The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years).

Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation, is removed from the appropriate accounts and the resultant gain or loss is included in net income.

Income Taxes
The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under Statement 109, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations.

Fair Value of Financial Instruments
Financial accounting Standards Statement No. 107, "Disclosures About Fair Value of Financial Instruments", requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company's financial instruments consist primarily of cash and certain investments.

Per Share Information
The Company follows SFAS No. 128, “Earnings Per Share” and SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” which establish standards for the computation, presentation and disclosure requirements for basic and diluted earnings per share for entities with publicly-held common shares and potential common stock issuances. Basic earnings (loss) per share are computed by dividing net income by the weighted average number of common shares outstanding. In computing diluted earnings per share, the weighted average number of shares outstanding is adjusted to reflect the effect of potentially dilutive securities, such as convertible notes, stock options, and warrants. Common stock equivalent shares are excluded from the computation if their effect is antidilutive.

F-7



GREENLITE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
 (Unaudited)

NOTE 2 - PROVISION FOR INCOME TAXES

The provision for income taxes for the period ended September 30, 2010 represents the minimum state income tax expense of the Company, which is not considered significant.

NOTE 3 – LOANS FROM RELATED PARTIES

On December 7, 2007, the Company obtained loans from two stockholders totaling $9,000. These loans are non-interest-bearing, short-term loans due on demand, and were obtained to provide working capital and to pay ordinary expenses. During the year ended March 31, 2009, the company obtained additional loans totaling $39,000 under identical terms for similar purposes. During the period ended September 30, 2010, additional loans in the amount of $5,000 were received under identical terms for similar purposes.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Operating Leases
The Company currently rents administrative office space under a monthly renewable contract.

Litigation
The Company is not presently involved in any litigation.

NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recently issued accounting pronouncements will have no significant impact on the Company and its reporting methods.

NOTE 6 – GOING CONCERN

Future issuances of the Company’s equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company’s present revenues are insufficient to meet operating expenses.

The financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $469,506 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful completion of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

F-8



GREENLITE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
 (Unaudited)

NOTE 7 – STOCK ISSUANCES

On June 2, 2009, the Company’s Board of Directors approved a private placement offering under Regulation “S” of up to 5,000,000 units at a price of $0.02 per unit, for total proceeds of up to $100,000. Each unit consists of one share of the Company’s common stock and one share purchase warrant entitling the subscriber to purchase an additional share of the Company’s common stock for a period of two years following the date of issuance at an exercise price of $0.05 per share.

On September 11, 2009, the Company received $25,000 as an advance on the purchase of 1,250,000 units under this private placement offering. The shares and the share purchase warrants had not been issued as of December 31, 2010, and the advance is included as a current liability in the financial statements.

On October 15, 2009, the Company received an additional $25,000 as an advance on the purchase of 1,250,000 units under this private placement offering. The shares and the share purchase warrants had not been issued as of December 31, 2010, and the advance is included as a current liability in the financial statements.

On July 12, 2010, the Company received an additional $13,333 as an advance on the purchase of 666,650 units under a private placement offering. The shares and the share purchase warrants had not been issued as of December 31, 2010, and the advance is included as a current liability in the financial statements.

On September 1, 2010, the Company also issued 3,000,000 shares in accordance with its marketing agreement with United Nature Inc.

As of December 31, 2010, 2,500,000 shares were in escrow.

On October 18, 2010, the Company received an additional $20,000 as an advance under a private placement offering that was dated June 16, 2010. The shares and the share purchase warrants had not been issued as of December 31, 2010, and the advance is included as a current liability in the financial statements.

NOTE 8 – AGREEMENT WITH UNITED NATURE INC.

On September 1, 2010, the Company entered into a carbon offset marketing agreement dated August 14, 2010 (the “Carbon Offset Marketing Agreement”) with United Nature Inc. (“United Nature”) whereby United Nature granted the Company the exclusive rights to market and sell all carbon offsets generated on Plantations owned by United Nature for a period of ten years. Under the terms of the Carbon Offset Marketing Agreement, we issued 3,000,000 shares of our common stock to be distributed according to the following schedule:

  a.

500,000 shares on execution of the agreement;

  b.

500,000 shares on the first anniversary of the agreement;

  c.

500,000 shares on the second anniversary of the agreement;

  d.

500,000 shares on the third anniversary of the agreement;

  e.

500,000 shares on the fourth anniversary of the agreement; and

  f.

500,000 shares on the fifth anniversary of the agreement.

F-9



GREENLITE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
 (Unaudited)

NOTE 8 – AGREEMENT WITH UNITED NATURE INC. – CONTINUED

The term of the agreement commenced on the execution of the agreement and will continue for a period of ten years renewable at the Company’s option for an additional ten years.

Proceeds from the sales of carbon offsets will be split 50/50 after deduction of transaction costs incurred by the Company to have the carbon offsets certified by a credible certified verifier. United Nature has also agreed to assist the Company in signing up plantations managed by United Nature and other plantations within the Republic of Panama not owned or managed by United Nature. In such a case the Company will share proceeds with United Nature on the same basis as proceeds from the sale of carbon offsets from plantations owned by United Nature.

If the Company is unable to produce cumulative proceeds for Untied Nature of $100,000 USD by the fifth anniversary of the Carbon Offset Marketing Agreement, United Nature may grant non-exclusive distribution rights to other carbon offset marketers for the remainder of the term. If United Nature grants non-exclusive distribution rights to other carbon offset marketers pursuant to the terms of the Carbon Offset Marketing Agreement, United Nature must return 50% of all securities issued under the Carbon Offset Marketing Agreement to the Company.

United Nature’s Plantation

United Nature is located in the Republic of Panama. They manage sustainable teak plantations and invest in buying rainforest for conservation. The location of the project is Canglon Abajo, County of Yaviza, District of Pinogana, Providence of Darien, Panama. On the West, it borders the Pan American Highway, on the East is the Chucunaque River.

F-10


SUPPLEMENTAL STATEMENT

F-11



GREENLITE VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF OPERATING EXPENSES
(Unaudited)

    THREE MONTHS ENDED     NINE MONTHS ENDED        
    DECEMBER 31,     DECEMBER 31,     INCEPTION to  
    2010     2009     2010     2009     DEC. 30, 2010  
                               
Operating Expenses                              
     Accounting $  3,960   $ 3,920   $  15,820   $ 16,450   $  130,695  
     Bank Charges   43     52     43     64     1,057  
     Cancelled Merger Costs   -0-     -0-     -0-     -0-     6,000  
     Consulting   -0-     -0-     700     5,000     7,450  
     Exploration and Development   -0-     -0-     -0-     (7,030 )   13,720  
     Interest   -0-     -0-     -0-     -0-     5,754  
     Legal   5,093     5,447     16,412     26,534     177,186  
     Office Administration   2,250     2,250     8,350     6,750     57,322  
     Property Rights   -0-     -0-     -0-     -0-     4,000  
     Regulatory Expenses   1,445     1,323     3,669     2,784     34,202  
     Rent   375     375     1,125     1,125     23,675  
     Telephone   225     450     675     675     4,051  
     Travel & Entertainment   100     90     100     206     4,394  
                               
                               
Total Operating Expenses $  13,491   $ 13,907   $  46,894   $  52,558   $  469,506  

See Notes to Financial Statements

F-12



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report constitute "forward-looking statements.” These statements, identified by words such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Part II – Item 1A. Risk Factors" and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our Annual Reports, Quarterly Reports and Current Reports.

INTRODUCTION

We were incorporated on December 21, 2000 under the laws of the State of Nevada.

We are a carbon offsets marketing company. Initially, we intend to sell carbon offsets through our website to voluntary markets where no verification is required. Once we are able to complete the verification process, we will sell verified carbon offsets through other markets. We intend to market and sell Verified Emission Reduction (VER) and Reduced Emissions from Deforestation and Degradation (REDD) carbon offsets through global restoration projects. The offsets will be validated and verified for sale to companies, foundations, and other entities that, for branding, policy and corporate social responsibility reasons, wish to offset their carbon footprints to support climate change mitigation efforts. Our focus is on reforestation, ideally with generators, similar to United Nature Inc. who provide work opportunities and benefits to the indigenous people.

Agreement with United Nature Inc.

On September 1, 2010, we entered into a carbon offset marketing agreement dated for reference August 14, 2010 (the “Carbon Offset Marketing Agreement”) with United Nature Inc. (“United Nature”) whereby United Nature granted us, the exclusive rights to market an sell all carbon offsets generated on Plantations owned by United Nature for a period of ten years. Under the terms of the Carbon Offset Marketing Agreement, we issued 3,000,000 shares of our common stock to be distributed according to the following schedule:

  i.

500,000 shares on execution of the agreement;

  ii.

500,000 shares on the first anniversary of the agreement;

  iii.

500,000 shares on the second anniversary of the agreement;

  iv.

500,000 shares on the third anniversary of the agreement;

  v.

500,000 shares on the fourth anniversary of the agreement; and

  vi.

500,000 shares on the fifth anniversary of the agreement.

The term of the agreement commenced on the execution of the agreement and will continue for a period of ten years renewable at our option for an additional ten years.

Proceeds from the sales of carbon offsets will be split 50/50 after deduction of transaction costs incurred by us to have the carbon offsets certified by a credible certified verifier. United Nature has also agreed to assist us in signing up plantations managed by United Nature and other plantations within the Republic of Panama not owned or managed by United Nature. In such a case we will share net proceeds with United Nature on the same basis as proceeds from the sale of carbon offsets from the plantations owned by United Nature.

3


If we are unable to produce cumulative proceeds for United Nature of $100,000 USD by the fifth anniversary of the Carbon Offset Marketing Agreement, United Nature may grant non-exclusive distribution rights to other carbon offset marketers for the remainder of the term. If United Nature grants non-exclusive distribution rights to other carbon offset marketers pursuant to the terms of the Carbon Offset Marketing Agreement, United Nature must return 50% of all securities issued under the Carbon Offset Marketing Agreement to us.

United Nature’s Plantations

United Nature is located in the Republic of Panama. They manage sustainable teak plantations and invest in buying rainforest for conservation. United Nature has around 900 hectares of primary rainforest that they protect. United Nature is providing lumber from sustainable sources, in order to help save natural forests devastated by clear cut deforestation. United Nature employs indigenous peoples at the plantations, thus providing economic opportunities to them.

The location of the project is Canglon Abajo, County of Yaviza, District of Pinogana, Province of Darien, Panama. On the West it borders the Pan American Highway, on the East is the Chucunaque River. All reforested parcels consist of 1 hectare and have access roads of approximately 3 meters wide the trees are planted at 3x3 meter distance (10x10 ft), with 1,111 trees per hectare. The project has been duly registered and approved by ANAM (The Panama Ministry of Natural Resources).

PLAN OF OPERATION

Over the next twelve months, we plan to develop our business as follows:

Engage Consultants

We have engaged a consulting firm that specializes in overseeing the design and implementation of greenhouse gas reduction/sustainability plans, and managing the generation of carbon and renewable energy and energy efficiency credits. Through these consultants we hope to determine the eligibility, feasibility and marketing channels available to sell carbon offsets generated by United Nature’s Plantations. We have not entered into any formal agreements with any consultants.

Develop Website

We are currently constructing a website located at www.greenlitecarboncredits.com to begin initial marketing and networking efforts. We will initially offer non-verified carbon offsets to the voluntary market through our website. In addition, the website will be used to raise awareness for our business and the business model we are implementing. We have already published a basic website to create awareness and we are currently engaged in the process of developing a feature rich website with full transaction processing.

Initiate Calculations

We are currently calculating the carbon offset potential of our initial project by growth and yield data. The carbon potential will be used to calculate revenues while costs will be determined by price of verification, overhead and monitoring costs.

4


Sale of Non-Verified Offsets

We intend to sell offsets via our website to generate revenue before we have the project verified. However, we plan to verify the offsets as soon as practicable as verified offsets command a premium.

Verification

We will obtain a review by a third party verifier. The verification process is required only once per project. Depending on the size and location of the project the monitoring requirements may vary slightly. The reasons for variation are due to access, species diversity, and forest risks including pests, pathogens and fire. In a forest-based carbon offsetting project all the credits are procured and registered for sale once the project have been verified.

Sale of Offsets

Once the carbon offsets have been verified we will have the ability to sell verified carbon offsets associated with the project. At present our website is not yet complete and we have no buyers for potential carbon offsets. There is no guarantee we will be able to source a buyer at a secured price to achieve profitable operations. If we are unable to find a suitable buyer for our potential carbon offsets our business may fail.

Our business is subject to risks inherent in a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

Our cash on hand as of December 31, 2010 is $14,887. As such, we do not have sufficient cash to meet the anticipated costs of completing plan of operation or meeting our financial obligations over the next twelve months. Therefore, we will require additional financing. There is no assurance that we will be able to acquire such additional financing on terms that are acceptable to us, or at all.

RESULTS OF OPERATIONS

Third Quarter and Nine Months Summary

    Three Months Ended           Nine Months Ended        
    December 31     Percentage     December 31     Percentage  
                Increase /                 Increase /  
    2010     2009     (Decrease)     2010     2009     (Decrease)  
Revenue $  -   $  -     n/a   $  -   $  -     n/a  
                                     
Expenses   (13,491 )   (13,907 )   (3.0 )%   (46,894 )   (52,558 )   (10.8 )%
                                     
Net Loss $  (13,491 ) $  (13,907 )   (3.0 )% $  (46,894 ) $  (52,558 )   (10.8 )%

Revenues

We have not earned any revenues to date and we do not anticipate earning revenues in the near future. We have no business operations and are presently seeking alternative business opportunities, particularly in the reforestation and carbon credit trading areas.

5


Expenses

Our operating expenses for the three and nine months ended December 31, 2010 and 2009 are outlined in the table below:

    Three Months Ended     Percentage     Nine Months Ended     Percentage  
    December 31     Increase /     December 31     Increase /  
    2010     2009     (Decrease)     2010     2009     (Decrease)  
Accounting $  3,960   $  3,920     1.0%   $  15,820   $  16,450     (3.8)%  
Bank Charges   43     52     (17.3)%   43     64     (32.8)%  
Consulting   -     -     n/a     700     5,000     (86.0)%
Exploration and Development   -     -     n/a     -     (7,030 )   (100)%
Legal   5,093     5,447     (6.5)%     16,412     26,534     (38.1)%
Office Administration   2,250     2,250     0.0%     8,350     6,750     23.7%  
Regulatory Expenses   1,445     1,323     9.2%     3,669     2,784     31.8%  
Rent   375     375     n/a     1,125     1,125     n/a  
Telephone   225     450     (50.0)%     675     675     n/a  
Travel & Entertainment   100     90     11.1%     100     206     (51.5)%
TOTAL $  13,491   $  13,907     (3.0)%   $  46,894   $  52,558     48.30%  

Our operating expenses during the three months ended December 31, 2010 did not change substantially from the three months ended December 31, 2009.

During the nine months ended December 31, 2009 and 2010 our operating expenses decreased from $52,558 to 46,894 respectively. The decrease in operating expenses is primarily a result of decreases in accounting, consulting, exploration and development, and legal expenses. These amounts were partially offset by increases in office administration and regulatory expenses.

Accounting and legal expenses primarily relate to costs in connection with meeting our reporting requirements under the Exchange Act.

Office administrative expenses consist of management consultant fees of $750 per month paid to Mr. Thomson for his services and general expenses.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital                  
                Percentage  
    At December 31, 2010     At March 31, 2010     Increase / (Decrease)  
Current Assets $  14,887   $  8,334     78.6%  
Current Liabilities   (211,893 )   (159,396 )   32.9%  
Working Capital Deficit $  (197,006 ) $  (151,062 )   30.4%  

6



Cash Flows            
    Nine Months Ended  
    December 31, 2010     December 31, 2009  
Net Cash Used in Operating Activities $  (91,780 ) $  (49,703 )
Net Cash From Investing Activities   -     -  
Net Cash Provided By Financing Activities   98,333     60,000  
Net Increase (Decrease) in Cash During Period $  6,553   $  10,297  

The increase in our working capital deficit at December 31, 2010 from our year ended March 31, 2010 is primarily due to an increase in stock subscriptions payable, loans from related parties and accounts payable and accrued expenses due to our lack of capital to meet our ongoing operating costs.

Financing Requirements

Since our inception, we have used our common stock to raise money for our property acquisition, for corporate expenses and to repay outstanding indebtedness. We have not attained profitable operations and our ability to pursue any future plan of operation is dependent upon our ability to obtain financing.

On June 16, 2010, our sole director approved a private placement offering of up to 2,500,000 shares of our common stock at a price of $0.02 US per Share for total proceeds of up to $50,000 US. The private placement offering will be made to persons who are not “U.S. Persons” as defined in Regulation S. As of December 31, 2010, we had received proceeds of $20,000 US under this offering, but we have not issued any securities under the offering. There are no assurances that any additional units will be sold under the offering.

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our business.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

We have identified certain accounting policies, described below, that are most important to the portrayal of our current or recent financial condition and results of operation.

7


Use of Estimates

Management uses estimates and assumptions in preparing our financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2010 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting as identified in our Annual Report on Form 10-K for the year ended March 31, 2010 (the “2010 Annual Report”).

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in our 2010 Annual Report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2010 fairly present our financial condition, results of operations and cash flows in all material respects.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the quarter ended December 31, 2010 that could have affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to deficiencies and material weakness.

8


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

We are at risk to changes in domestic and international carbon policy.

The supply and demand fundamentals of carbon offsets are determined by governments and international consortiums and are beyond the our control. Our ability to continue operations will be dependent on the level of adoption and observance of the Kyoto Protocol, the post Kyoto Protocol environment and other initiatives aimed at reducing greenhouse gas emissions. Changes in government and corporate priorities as a result of government deficits, domestic industries or as a result of changes in the prevailing views concerning the impact of greenhouse gases on climate change could adversely affect the observance of the Kyoto Protocol, the adoption of successor protocols, and corporate initiatives.

If we are unable to identify and contract with sufficient and suitable carbon offset generators or our business will fail

In order to achieve our business model we need to contract with organizations that generate a substantial amount of carbon offsets. If we are unable to contract with suitable generators our business will fail.

If we are unable to find a suitable buyer for carbon offsets our business will fail.

The carbon offsets we initially intend to sell are voluntary. Buyers of voluntary credits are not bound to purchase due to government regulations or international agreements. Buyers of voluntary credits purchase because they believe it is the socially responsible thing to do or in order to increase corporate image. The market for voluntary credits is still in the development stages. If we are unable to capture a portion of this relatively small market our business will fail.

Our sole executive officer and director, Howard Thomson, does not have experience in the forest restoration and carbon industry.

Howard Thomson, our sole executive officer and director, has no experience in the industry of ecosystem restoration and carbon credit validation. Because of his lack of expertise there is a chance that he will not be able to foresee and plan for all the uncertainties in the marketplace or have the required capacity to implement our plan of operation.

9


If prices of forest-based carbon offsets drop substantially our business could fail.

The principle factors affecting our revenues are factors which affect the price of carbon offsets and are beyond our control. The actual market price of carbon offsets fluctuates drastically. If prices were to fall substantially our business could fail.

We are at risk to changes in regulations and verifications that could negatively affect our profitability.

The processes by which carbon offsets are created and verified are subject to change and beyond our control. Governments, lobby groups, private firms, and Environmental Non-Government Organizations "ENGO's" all work to create a more efficient and accountable system to bring carbon offsets available for market and to assure validity. As the industry matures the regulatory environment will as well. These changes could become more demanding in terms of time and costs and negatively affect our profitability.

We are subject to currency fluctuations that could negatively affect our profitability.

Our profitability may be adversely affected by fluctuations in the rate of exchange of the Canadian dollar and other currencies we may do business in. The company at this time does not expect to hedge against currency fluctuations and changes in exchange rates are beyond our control.

We operate in a competitive industry and will compete against other company's that could negatively affect our profitability.

The carbon credit industry is a competitive industry. We will compete with numerous other participants in the search for, and the acquisition of, properties and in the marketing of the sale of carbon offsets. Our competitors will include companies that have substantially greater financial resources, staff and facilities than those of the Company.

Projects will be at risk of fire, pests and diseases.

Our assets will be made up of the environmental rights attached to carbon stocks in forests. Forests are at risk to damage from fire, pests and diseases. The company will implements strategies including fuels management, species composition management and pathogen assessments as part of routine monitoring procedures but often forces of nature are outside the control of the company and could require the company to incur losses in order to replace lost carbon stocks.

We may not be able to obtain additional financing.

As at December 31, 2010, we had cash on hand of $14,887 and a working capital deficit of $197,006. As such, we will require substantial additional financing in order to continue as a going concern. We have not generated any revenue from operations to date. The specific cost requirements needed to maintain operations will depend upon the restoration projects we are able to procure. Specific costs include but are not limited to the following:

  • Travel and project selection
  • Feasibility studies
  • Consultants Registration and Validation Project Implementation
  • Measurement and Monitoring Marketing Sale Efforts

The amount of each of the specific costs described above will vary based on the project size, type and location. Reforestation projects have higher costs than do REDD projects due to the need to physically prepare and plant the site.

10


In order to expand our business operations, we anticipate that we will have to raise additional funding. If we are not able to raise the capital necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan. If sufficient financing is not available or obtainable, we may not be able to continue as a going concern and investors may lose a substantial portion or all of their investment.

On June 16, 2010, our sole director approved a private placement offering of up to 2,500,000 shares of our common stock at a price of $0.02 US per Share for total proceeds of up to $50,000 US. The private placement offering will be made to persons who are not “U.S. Persons” as defined in Regulation S. As of December 31, 2010, we had received proceeds of $20,000 US under this offering, but we have not issued any securities under the offering. There are no assurances that any additional units will be sold under the offering.

Because our executive officer has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business.

Our sole executive officer, Howard Thomson, expects to expend approximately ten hours per week on our business. Competing demands on his time may lead to a divergence between his interests and the interests of other shareholders.

Because our sole executive officer and director, Howard Thomson, owns 34.7% of our outstanding common stock, investors may find that corporate decisions influenced by Mr. Thomson are inconsistent with the best interests of other stockholders.

Howard Thomson, our sole executive officer and director, controls 34.7% of the issued and outstanding shares of our common stock. The interests of Mr. Thomson may not be, at all times, the same as those of other shareholders. Since Mr. Thomson is not simply a passive investor but is also our active executive, his interests as an executive may, at times, be adverse to those of passive investors. Where those conflicts exist, our shareholders will be dependent upon Mr. Thomson exercising, in a manner fair to all of our shareholders, his fiduciary duties as an officer or as a member of our board of directors. Also, Mr. Thomson will have the ability to significantly influence the outcome of most corporate actions requiring shareholder approval, including the merger of our company with or into another company, the sale of all or substantially all of our assets and amendments to our Articles of Incorporation. This concentration of ownership with Mr. Thomson may also have the effect of delaying, deferring or preventing a change in control of Greenlite which may be disadvantageous to minority shareholders.

Because our stock is a penny stock, shareholders will be more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.

Because our securities constitute “penny stocks” within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the trading price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Securities and Exchange Act of 1934 (the “Exchange Act”). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

11



1.

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

   
2.

contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

   
3.

contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

   
4.

contains a toll-free telephone number for inquiries on disciplinary actions;

   
5.

defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

   
6.

contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing trading activity in the secondary market for our stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 5. OTHER INFORMATION.

None.

12



ITEM 6. EXHIBITS.

Exhibit  
Number Description of Exhibits
3.1

Articles of Incorporation.(1)

3.2

Bylaws, as amended.(1)

10.1

Management Consulting Agreement with Howard Thomson.(3)

10.2

Carbon Offset Marketing Agreement between the Company and United Nature Inc. dated for reference August 14, 2010.(4)

14.1

Code of Ethics.(2)

31.1

Certification of Chief Executive Officer and Chief 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 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


Notes:
(1) Filed as an exhibit to our registration statement on Form SB-2 originally filed with the SEC on March 9, 2004, as amended.
(2) Filed as an exhibit to our Annual Report on Form 10-KSB filed with the SEC on June 29, 2006.
(3) Filed as an exhibit to our Quarterly Report on Form 10-QSB filed with the SEC on February 19, 2008.
(4) Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on September 8, 2010.

13


SIGNATURES

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

        GREENLITE VENTURES INC.
         
         
         
Date: February 14, 2011   By: /s/ Howard Thomson
        HOWARD THOMSON
        Chief Executive Officer, Chief Financial Officer,
        President, Secretary and Treasurer
        (Principal Executive Officer
        and Principal Accounting Officer)