---

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, 2012

[ ] 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 [X] No [ ]

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (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 March 31, 2013, the Issuer had 100,466,664 shares of common stock issued and outstanding.

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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, 2012 are not necessarily indicative of the results that can be expected for the year ending March 31, 2013.

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.

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GREENLITE VENTURES INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

ASSETS
		(Unaudited)			(Audited)
		December 31,			March 31,
		2012			2012
Current Assets
Cash	$	19,509		$	11,194
Prepaid Consulting		-0-			112,391
Total Current Assets		19,509			123,585
Other Asset – Marketing Rights		36,750			41,250
TOTAL ASSETS	$	56,259		$	164,835
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable and            Accrued Expenses	$	195,031		$	113,537
Loans Payable		80,000			44,500
Interest Payable		5,754			5,754
Total Current Liabilities		280,785			163,791
Long Term Debt		-0-			-0-
Stockholders' Equity
Common Stock, $0.001 par value                400,000,000 shares authorized,                100,466,664 and 24,616,666                shares issued, respectively		100,467			24,616
Additional Paid in Capital		607,033			667,884
Deficit Accumulated during                the Development Stage		<932,026	>		<691,456	>
Total Stockholders' Equity/<Deficit>		<224,526	>		1,044
TOTAL LIABILITIES AND         STOCKHOLDERS' EQUITY/<DEFICIT>	$	56,259		$	164,835

See Notes to Financial Statements

F-2

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GREENLITE VENTURES INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT

(Unaudited)

THREE MONTHS ENDED

NINE MONTHS ENDED

DECEMBER 31,

DECEMBER 31,

INCEPTION to

2012

2011

2012

2011

DEC. 31, 2012

Revenues

$

0

$

0

$

0

$

0

$

0

Operating Expenses

<16,347

>

<19,639

>

<240,570

>

<70,438

>

<932,026

>

Loss Before Provision for         Income Taxes

<16,347

>

<19,639

>

<240,570

>

<70,438

>

<932,026

>

Provision for Income Taxes

<0

>

<0

>

<0

>

<0

>

<0

>

Net Loss

<16,347

>

<19,639

>

<240,570

>

<70,438

>

<932,026

>

Accumulated Deficit,         Beginning of Period

<915,679

>

<542,461

>

<691,456

>

<491,662

>

0

Accumulated Deficit,         End of Period

$

<932,026

>

$

<562,100

>

$

<932,026

>

$

<562,100

>

$

<932,026

>

Net Loss per Share

$

<0.00

>

$

<0.00

>

$

<0.00

>

$

<0.00

>

$

<0.05

>

Weighted Average         Shares Outstanding

100,466,664

97,466,664

100,133,331

78,022,208

44,820,832

See Notes to Financial Statements

F-3

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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/<Deficit>
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	)
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	)

See Notes to Financial Statements

F-4

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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, 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         For Marketing Rights         $0.02 per share         September 1, 2010		3,000,000			3,000			57,000			----			60,000
Net Loss, Period Ended         March 31, 2011		----			----			----			(69,050	)		(69,050	)
Balances,         March 31, 2011		14,366,666		$	14,366		$	318,134		$	(491,662	)	$	(159,162	)
Common Stock Issued         $0.02 per share         July 11, 2011		4,166,650			4,167			79,166			----			83,333
Common Stock Issued         For Services         $0.02 per share         August 26, 2011		5,833,350			5,833			110,834			----			116,667
Common Stock Issued         For Services         $0.64 per share         March 6, 2012		250,000			250			159,750			----			160,000
Net Loss, Period Ended         March 31, 2012		----			----			----			(199,794	)		(199,794	)
Balances,         March 31, 2012		24,616,666		$	24,616		$	667,884		$	(691,456	)	$	1,044

See Notes to Financial Statements

F-5

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GREENLITE VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY/<DEFICIT> - CONTINUED

(Unaudited)

Balances, March 31, 2012		24,616,666		$	24,616		$	667,884		$	(691,456	)	$	1,044
Common Stock Issued For Services $0.03 per share April 4, 2012		500,000			500			14,500			----			15,000
Four-to-one stock split June, 22, 2012		75,349,998			75,351			(75,461	)		----			----
Net Loss, Period Ended December 31, 2012		----			----			----			(240,570	)		(240,570	)
Balances, December 31, 2012		100,466,664		$	100,467		$	607,033		$	(932,026	)	$	(224,526	)

See Notes to Financial Statements

F-6

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GREENLITE VENTURES INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

(Unaudited)

		NINE MONTHS			NINE MONTHS
		ENDED			ENDED			INCEPTION to
		DEC. 31, 2012			DEC. 31, 2011			DEC. 31, 2012
Cash Flows from Operating Activities:
Net Loss	$	<240,570	>	$	<70,438	>	$	<932,026	>
Adjustments to Reconcile
Net Income to Net Cash           Provided/<Used> by           Operating Activities:
Amortization/Impairment		4,500			11,250			23,250
Stock Issues for Services		15,000			-0-			291,667
<Increase>Decrease in:
Prepaid Expenses		112,391			-0-			-0-
Increase<Decrease> in:
Accounts Payable		81,494			31,833			195,031
Interest Payable		-0-			-0-			5,754
Net Cash Used by           Operating Activities		<27,185	>		<27,355	>		<416,324	>
Cash Flows from           Financing Activities:
Proceeds from Issuance of Debt		35,500			19,485			80,000
Proceeds Related to           Issuance of Common Stock		-0-			-0-			355,833
Cash Provided by           Financing Activities		35,500			19,485			435,833
Net Increase <Decrease> in Cash		8,315			<7,870	>		19,509
Cash at Beginning of Period		11,194			8,042			-0-
Cash at End of Period	$	19,509		$	172		$	19,509

See Notes to Financial Statements

F-7

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GREENLITE VENTURES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

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

Basis of Presentation

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

Development Stage Company

In accordance with guidelines established by FASB ASC 915, the Company is categorized as a development stage company.

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.

Stock-Based Compensation

Stock-based compensation is accounted for using the Equity-Based Payments to Non-Employees Topic of the FASB ASC, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company determines the value of stock issued at the date of grant. It also determines at the date of grant, the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable.

Shares issued to employees are expensed upon issuance.

Stock based compensation for employees is accounted for using the Stock Based Compensation (FASB ASC Topic 718). The Company uses the fair value method for equity instruments granted to employees and will use the Black Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

No stock options have been issued by Greenlite Ventures, Inc.

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 (generally five to seven years).

F-8

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GREENLITE VENTURES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Depreciation, Amortization and Capitalization - Continued

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 income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company’s balance sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the consolidated statements of operations.

The Company has adopted ASC 740-10 (formerly known as FIN No. 48, Accounting for Uncertainty in Income Taxes). ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, the Company recognized no material adjustment in the liability for unrecognized income tax benefits.

Fair Value of Financial Instruments

FASB ASC 825, “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.

Per Share Information

The Company follows FASB ASC 260 “Earnings Per Share” which establishes 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-9

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GREENLITE VENTURES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Subsequent Events

In June 2009, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 855-10 “Subsequent Events”, FASB ASC 855-10 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FASB ASC 855-10 applies to both interim financial statements and annual financial statements.

NOTE 2 – CONSULTING AGREEMENT WITH MIRADOR CONSULTING LLC

On March 6, 2012, the Company entered into a consulting agreement (the “Mirador Agreement”), with Mirador Consulting LLC, (“Mirador”). Under the terms of the Mirador Agreement, Mirador agreed to provide the Company with consulting services. The Mirador Agreement was effective March 6, 2012, for a term of 6 months, and may be renewed in six-month increments upon the mutual written consent of the parties.

During the term of the Mirador Agreement, Mirador would (a) provide the Company with corporate consulting services on a best efforts basis in connection with mergers and acquisitions, corporate finance, corporate finance relations, introductions to other financial relations companies and other financial services; (b) use its best efforts to locate and identify to private and/or public companies for potential merger with or acquisition by the Company; (c) contact the Company’s existing stockholders, responding in a professional manner to their questions and following up as appropriate; and (d) use its best efforts to introduce the Company to various securities dealers, investment advisors, analysts, funding sources, and other members of the financial community with whom it has established relationships, and generally assist the Company in its efforts to enhance visibility in the financial community.

In consideration of Mirador’s agreement to provide these services, the Company issued 250,000 shares of common stock to Mirador, at a price of $0.64 per share.

Prepaid Consulting, as of December 31, 2012, consisted of the following:

NOTE 3 – LOANS PAYABLE

These loans are unsecured, non-interest bearing, and are due upon demand.

NOTE 4 - PROVISION FOR INCOME TAXES

The provision for income taxes for the period ended September 30, 2012 represents the minimum state income tax expense of the Company, which is not considered significant. Tax returns are open to IRS examination for three years from date of filing.

F-10

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GREENLITE VENTURES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 - 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 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 $932,026 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.

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. 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. On July 12, 2010, the Company received an additional $13,333 as an advance on the purchase of 666,650 units under this private placement offering. These shares and the share purchase warrants were issued on July 11, 2011.

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. These shares and the share purchase warrants were issued on July 11, 2011.

F-11

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GREENLITE VENTURES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 – STOCK ISSUANCES - CONTINUED

On September 1, 2010, the Company also issued 3,000,000 shares in accordance with its marketing agreement with United Nature Inc. As of September 30, 2012, 1,500,000 of these shares were in escrow.

On March 6, 2012, the Company issued 250,000 shares in accordance with its consulting agreement with Mirador.

On April 4, 2012, the Company issued 500,000 shares at $0.03 per share, to an officer of the Company in exchange for services.

On June 22, 2012, the Company executed a 4:1 forward split of its authorized and outstanding stock.

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, the Company issued 3,000,000 shares of 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.

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 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 the Company.

F-12

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GREENLITE VENTURES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 8 – AGREEMENT WITH UNITED NATURE INC. - CONTINUED

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.

Marketing Rights, Net of Amortization

NOTE 9 – EXECUTIVE SERVICES AGREEMENT

On April 4, 2012, the Company entered into an executive services agreement (the “BlueWater Agreement”), with BlueWater Advisory Group, LLC (“BlueWater”) and Bryan Crane (“Crane”). Under the terms of the BlueWater Agreement, BlueWater agreed to provide the services of Crane to act as the Company’s Vice President and as a director and BlueWater was to receive $2,000 each month the Agreement was in effect.

In addition, the Company issued 500,000 pre-Split (2,000,000 post-Split) shares of common stock to BlueWater and granted Crane 400,000 pre-Split (1,600,000 post-Split) incentive options to purchase shares of the Company’s common stock at a price of $0.11 pre-Split ($0.0275 post-Split) per share until April 4, 2014 in accordance with the 2012 Stock Incentive Plan.

On April 4, 2012, the Company appointed Crane as the Company’s Vice President and as a director. On June 14, 2012, Crane resigned from his position as Vice President and as a director. As a result of his resignation, Crane’s stock options expired on July 14, 2012.

NOTE 10 - ADOPTION OF 2012 STOCK INCENTIVE PLAN

On March 30, 2012, the Board of Directors adopted the Company’s 2012 Stock Incentive Plan (the "2012 Plan"). The purpose of the 2012 Plan is to enhance the long-term stockholder value of the Company by offering opportunities to directors, officers, employees and eligible consultants of the Company (“Participants”) to acquire and maintain stock ownership in the Company in order to give these persons the opportunity to participate in the Company's growth and success, and to encourage them to remain in the service of the Company.

The 2012 Plan allows the Company to grant options to its officers, directors and employees. In addition, the Company may grant options to individuals who act as consultants to the Company, so long as those consultants do not provide services connected to the offer or sale of the Company’s securities in capital raising transactions and do not directly or indirectly promote or maintain a market for the Company’s securities.

F-13

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GREENLITE VENTURES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 10 - ADOPTION OF 2012 STOCK INCENTIVE PLAN - CONTINUED

A total of 3,650,000 shares of common stock are available for issuance under the 2012 Plan. The Company may increase the maximum aggregate number of shares that may be optioned and sold under the 2012 Plan provided the maximum aggregate number of shares that may be optioned and sold under the 2012 Plan shall at no time be greater than 15% of the total number of shares of common stock outstanding.

The Plan provides for the grant of incentive stock options and non-qualified stock options. Incentive stock options granted under the Plan are those intended to qualify as “incentive stock options” as defined under Section 422 of the Internal Revenue Code. However, in order to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code, the Plan must be approved by the stockholders of the Company within 12 months of its adoption. As of September 30, 2012, The Plan had not been approved by the Company’s stockholders. Non-qualified stock options granted under the Plan are option grants that do not qualify as incentive stock options under Section 422 of the Internal Revenue Code.

As of December 31, 2012, no options had been granted.

NOTE 11 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

NOTE 12 – SUBSEQUENT EVENTS

No events have occurred subsequent to December 31, 2012 that would require adjustments to or disclosure in the financial statements.

F-14

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SUPPLEMENTAL STATEMENT

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GREENLITE VENTURES INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATING EXPENSES

(Unaudited)

		THREE MONTHS ENDED						NINE MONTHS ENDED
		DECEMBER			31,			DECEMBER 31,						INCEPTION to
		2012			2011			2012			2011			DEC. 30, 2012
Operating Expenses
Accounting	$	-0-		$	4,270		$	20,980		$	22,550			182,415
Amortization/Impairment		1,500			3,750			4,500			11,250			23,250
Bank Charges		15			-0-			70			28			1,225
Cancelled Merger Costs		-0-			-0-			-0-			-0-			6,000
Consulting		-0-			-0-			114,817			-0-			182,376
Exploration and Development		-0-			-0-			-0-			-0-			13,720
Interest		-0-			-0-			-0-			-0-			5,754
Legal		11,650			6,560			68,747			19,708			323,271
Officer Salaries		-0-			-0-			15,000			-0-			15,000
Office Administration		2,250			2,250			6,750			6,750			77,402
Property Rights		-0-			-0-			-0-			-0-			4,000
Regulatory Expenses		122			2,209			7,696			8,352			60,483
Rent		375			375			1,125			1,125			26,675
Telephone		225			225			675			675			5,851
Travel & Entertainment		132			-0-			132			-0-			4,526
Total Operating Expenses	$	16,347 $			19,639		$	240,570		$	70,438		$	932,026

See Notes to Financial Statements

F-16

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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. Effective June 22, 2012, we completed a 4-for-1 forward spit (the “Split”) of our common stock. As a result, our authorized capital increased from 100,000,000 shares of common stock, par value $0.001 per share, to 400,000,000 shares of common stock, par value of $0.001 per share.

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.

In September 2012, we entered into a revised letter of intent (the “Letter of Intent”) for the acquisition of 66.67% of Advantag AG (“Advantag”), a German based company that is engaged in the business of marketing and trading carbon credits. Closing was subject to, among other things, our having cash of not less than $500,000, no significant liabilities at closing and the principal shareholder of Advantag being satisfied that the market for our common shares has the strength and liquidity necessary to advance its business (the “Financial Requirements”). We have not been able to raise sufficient funds to permit us to meet the Financial Requirements and did not meet the Financial Requirements before the Letter of Intent expired on December 31, 2012. We are pursuing other possible business arrangements with Advantag.

We are considering a significant reverse split because we are having difficulties raising funds with a sub USD $0.01 share price.

In December 2012, and January 2013, our board of directors approved three concurrent notes offerings (the “Notes Offerings”) as follows:

	(1)	400 10% unsecured notes, issued in denominations of $500, due December 31, 2015 for gross proceeds of $200,000 (the “10% Note Offering);
	(2)	100 11% unsecured notes, issued in denominations of $1,000, due December 31, 2016 for gross proceeds of $100,000 (the “11% Note Offering”); and
	(3)	20 12% unsecured notes, issued in denominations of $5,000, due December 31, 2017 for gross proceeds of $100,000 (the “12% Note Offering).

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On January 31, 2013, we issued the following notes for total proceeds of $174,000:

	(1)	We issued 10 notes under the 10% Note Offering for total proceeds of $5,000. The notes were issued pursuant to Rule 506 of Regulation D of the United States Securities Act, as amended (the “Securities Act”) the subscriber represented that it was an “accredited investor” as contemplated by Regulation D of the Act;
	(2)	We issued 152 notes under the 10% offering for total proceeds of $76,000. The notes were issued pursuant to Regulation S promulgated under the Securities Act to persons who are not “U.S. Persons” as contemplated under Regulation S of the Act;
	(3)	We issued 53 notes under the 11% offering for total proceeds of $53,000. The notes were issued pursuant to Regulation S promulgated under the Securities Act to persons who are not “U.S. Persons” as contemplated under Regulation S of the Act; and
	(4)	We issued 8 notes under the 12% offering for total proceeds of $40,000. The notes were issued pursuant to Regulation S promulgated under the Securities Act to persons who are not “U.S. Persons” as contemplated under Regulation S of the Act.

The proceeds of the Notes Offerings were primarily used to retire corporate indebtedness. There is no assurance that we will be able to sell any additional notes under the Notes Offerings. We require substantial financing to proceed with our carbon offset marketing business.

In addition, we are currently seeking other opportunities to enhance or compliment our carbon offset marketing business.

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 pre-Split (12,000,000 post-Split) shares of our common stock to be distributed according to the following schedule:

	i.	500,000 pre-Split (2,000,000 post-Split) shares on execution of the agreement;
	ii.	500,000 pre-Split (2,000,000 post-Split) shares on the first anniversary of the agreement;
	iii.	500,000 pre-Split (2,000,000 post-Split) shares on the second anniversary of the agreement;
	iv.	500,000 pre-Split (2,000,000 post-Split) shares on the third anniversary of the agreement;
	v.	500,000 pre-Split (2,000,000 post-Split) shares on the fourth anniversary of the agreement; and
	vi.	500,000 pre-Split (2,000,000 post-Split) 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.

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.

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If it is found that United Nature intentionally breached the Carbon Offset Marketing Agreement in order to grant similar rights to a third party, we shall be entitled to 50% of all revenues, (less transaction costs) from the sale of Carbon Offsets generated by United Nature until June 30, 2030.

PLAN OF OPERATION

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

Engage Consultants

We are looking to engage consulting firms 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 currently offer non-verified carbon offsets to the voluntary market through our website located at www.greenlitecarboncredits.com. We have not finished development of our website, Once the website development is finalized we will have an infrastructure in place for consumers to calculate their carbon usage and purchase non-verified offsets.

Our basic corporate website has now been replaced with a consumer oriented website. As a result we will no longer be posting any investor information on our website. We are still in the process on improving our website. We have not sold any offsets on our website as of the date of this filing. We believe this is primarily a result of (i) website issues, including the fact that we do not have direct credit card payment processing, consumer reluctance to use our PayPal payment processing, and technical difficulties associated with our website coding and PayPal payment processing; (ii) the fact that we had been primarily focused on entering into a formal agreement for the acquisition of Advantag AG; and (iii) a lack of consumer awareness of our carbon offsets offering. There is no assurance that we will ever sell any carbon offsets on our website.

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.

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 has 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.

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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, 2012 is $19,509. 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 /
		2012			2011			(Decrease)			2012			2011			(Decrease)
Revenue	$	-		$	-			n/a		$	-		$	-			n/a
Expenses		(16,347	)		(19,639	)		(16.8)%			(240,570	)		(70,438	)		241.5%
Net Loss	$	(16,347	)	$	(19,639	)		(16.8)%		$	(240,570	)	$	(70,438	)		241.5%

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.

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Expenses

Our operating expenses for the three and nine months ended December 31, 2012 and 2011 are outlined in the table below:

.		Three Months Ended						Percentage			Nine Months Ended						Percentage
		December 31						Increase /			December 31						Increase /
		2012			2011			(Decrease)			2012			2011			(Decrease)
Accounting	$	-		$	4,270			(100.0)%		$	20,980		$	22,550			(7.0)%
Amortization	$	1500		$	3,750			(60.0)%		$	4,500		$	11,250			(60.0)%
Bank Charges		15			-			100.0%			70			28			150.0%
Consulting		-			-			0.0%			114,817			-			100.0%
Legal		11,650			6,560			77.6%			68,747			19,708			248.8%
Office Administration		2,250			2,250			0.0%			6,750			6,750			0.0%
Officer Salaries		-			-			0.0%			15,000			-			100.0%
Regulatory Expenses		122			2,209			(94.5)%			7,696			8,352			(7.9)%
Rent		375			375			0.0%			1,125			1,125			0.0%
Telephone		225			225			0.0%			675			675			0.0%
Travel and Entertainment		132			-			100.0%			132			-			100.0%
TOTAL	$	16,347		$	19,639			(16.8)%		$	240,570		$	70,438			241.5%

During the three months ended December 31, 2011 and 2012, our operating expenses decreased from $19,639 to 16,347 respectively. The decrease was primarily a result of decreases in accounting, amortization and regulatory expenses. The decrease was partially offset by increases in bank charges, legal expenses and travel and entertainment.

During the nine months ended December 31, 2011 and 2012, our operating expenses increased from $70,438 to 240,5720 respectively. The increase was primarily a result of increases in bank charges, consulting, legal and travel and entertainment. The increase was partially offset by decreases in accounting, amortization and regulatory expenses.

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

Amortization relates to carbon offset marketing rights from our carbon offset marketing agreement with United Nature Inc.

Consulting relates to the engagement of consultants to assist in our website development and marketing efforts associated with our offering of carbon offsets.

Officer salaries relates to the issuance of shares to Bryan Crane, a former executive officer and director of the Company.

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

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LIQUIDITY AND CAPITAL RESOURCES

Working Capital
								Percentage
		At December 31, 2012			At March 31, 2012			Increase / (Decrease)
Current Assets	$	19,509		$	123,585			(84.2)%
Current Liabilities		(280,785	)		(163,791	)		71.4%
Working Capital Deficit	$	(261,276	)	$	(40,206	)		549.8%

Cash Flows
		Nine Months Ended
		December 31, 2012			December 31, 2011
Net Cash Used in Operating Activities	$	(27,185	)	$	(27,355	)
Net Cash From Investing Activities		-			-
Net Cash Provided By Financing Activities		35,500			19,485
Net Increase (Decrease) in Cash During Period	$	8,315		$	(7,870	)

The increase in our working capital deficit at December 31, 2012 from our year ended March 31, 2012 is primarily due to an increase in accounts payable and accrued expenses due to our lack of capital to meet our ongoing operating costs, increases to loans payable and a decrease in prepaid consulting relating to our agreement with Mirador Consulting LLC.

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.

In December 2012, and January 2013, our board of directors approved three concurrent notes offerings (the “Notes Offerings”) as follows:

	(1)	400 10% unsecured notes, issued in denominations of $500, due December 31, 2015 for gross proceeds of $200,000 (the “10% Note Offering);
	(2)	100 11% unsecured notes, issued in denominations of $1,000, due December 31, 2016 for gross proceeds of $100,000 (the “11% Note Offering”); and
	(3)	20 12% unsecured notes, issued in denominations of $5,000, due December 31, 2017 for gross proceeds of $100,000 (the “12% Note Offering).

On January 31, 2013, we issued the following notes for total proceeds of $174,000:

	(1)	We issued 10 notes under the 10% Note Offering for total proceeds of $5,000. The notes were issued pursuant to Rule 506 of Regulation D of the United States Securities Act, as amended (the “Securities Act”) the subscriber represented that it was an “accredited investor” as contemplated by Regulation D of the Act;
	(2)	We issued 152 notes under the 10% offering for total proceeds of $76,000. The notes were issued pursuant to Regulation S promulgated under the Securities Act to persons who are not “U.S. Persons” as contemplated under Regulation S of the Act;

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	(3)	We issued 53 notes under the 11% offering for total proceeds of $53,000. The notes were issued pursuant to Regulation S promulgated under the Securities Act to persons who are not “U.S. Persons” as contemplated under Regulation S of the Act; and
	(4)	We issued 8 notes under the 12% offering for total proceeds of $40,000. The notes were issued pursuant to Regulation S promulgated under the Securities Act to persons who are not “U.S. Persons” as contemplated under Regulation S of the Act.

The proceeds of the Notes Offerings were primarily used to retire corporate indebtedness. There is no assurance that we will be able to sell any additional notes under the Notes Offerings. We require substantial financing to proceed with our carbon offset marketing business.

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.

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 4. 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, 2012 (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, 2012 (the “2012 Annual Report”).

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Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in our 2012 Annual Report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2012 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, 2012 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.

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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 may 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 may fail.

We have not sold any carbon offsets to date. If we do not sell any carbon offsets in the future, our business may fail.

In March 2012, we launched our updated consumer-based website and commenced our offering of carbon offsets for purchase. We are still in the process on improving our website. We have not sold any offsets on our website as of the date of this filing. We believe this is primarily a result of (i) website issues, including the fact that we do not have direct credit card payment processing, consumer reluctance to use our PayPal payment processing, and technical difficulties associated with our website coding and PayPal payment processing; (ii) the fact that we had been primarily focused on entering into a formal agreement for the acquisition of Advantag; and (iii) a lack of consumer awareness of our carbon offsets offering. There is no assurance that we will ever sell any carbon offsets on our website. If we do not sell any carbon assets, our business may fail.

We were not able to enter into a formal agreement for the acquisition of Advantag AG.

As of the date of this filing, the letter of intent has expired and we did not enter into a formal agreement with Advantag. Advantag is reluctant enter into a formal agreement with us until we have met certain financial requirements. There is no assurance that the we will be able to meet the requisite financial requirements or enter into a formal agreement with Advantag. There are no assurances that a business combination with Advantag will result in sales or increased sales of carbon offsets by us.

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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.

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

The principle factors affecting our revenues are those 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, 2012, we had cash on hand of $19,509 and a working capital deficit of $261,276. 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

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• 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.

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.

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 19.8% 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 19.8% 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. In addition, 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:

	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;

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	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 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:

Exhibit
Number	Description of Exhibits
3.1	Articles of Incorporation.(1)
3.2	Bylaws, as amended.(1)
3.3	Certificate of Change Pursuant to NRS 78.209 increasing the authorized capital of common stock to 400,000,000 shares, par value $0.001 per share.(8)
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)
10.3	Consulting Agreement dated March 6, 2012, between the Company and Mirador Consulting LLC.(5)
10.4	Stock Incentive Plan adopted March 30, 2012.(6)
10.5	Letter of Intent between the Company and Advantag AG and Raik Oliver Heinzelmann.(6)
10.6	Consulting Agreement dated April 4, 2012 among the Company, BlueWater Advisory Group, LLC and Bryan Crane.(7)
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.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Label Linkbase.
101.LAF	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

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.
(5)	Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 6, 2012.
(6)	Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on April 2, 2012.
(7)	Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on April 10, 2012.
(8)	Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on June 20, 2012.

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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: April 5, 2013	By:	/s/ Howard Thomson
		HOWARD THOMSON
		Chief Executive Officer, Chief Financial Officer,
		President, Secretary and Treasurer
		(Principal Executive Officer
		and Principal Accounting Officer)

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