UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For~~Commission ~~the quarter~~file ~~ended Novrm~~ number 000-53269

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

For the transition period from _____ to _____

Commission File Number: 000-53269

GREENCHEK TECHNOLOGY INC.

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

~~Nevada (State of incorporation)~~NEVADA

(State or other jurisdiction of incorporation or organization)

101 California Street, Suite 2450

San Francisco, ~~California~~ CA 94111

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

(888) 775-7579

(~~Issuer's~~ telephone number, including area code)

~~________________________________________________________________~~Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES x NO o

~~(Former name~~Indicate by check mark whether the registrant is a large accelerated filer, ~~former~~an ~~address~~accelerated ~~and~~filer, ~~former~~a ~~fiscal~~non-accelerated ~~year~~filer, ifor ~~changed~~a ~~since~~smaller ~~last report)~~reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

~~Check whether~~Non-accelerated ~~the~~Filer ~~issuer~~o ~~(1)~~Accelerated ~~filed~~Filer ~~all~~o ~~reports~~Smaller ~~required~~Reporting toCompany bex ~~filed~~Large byAccelerated ~~Section~~Filer 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a ~~large~~shell ~~accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting~~ company. ~~See definitions~~(as ofdefined ~~“large accelerated filer,” “accelerated filer” and “smaller reporting company”~~ in Rule 12b-2 of the Exchange Act). ~~(Check~~YES ~~one):~~o NO x

~~Large~~State ~~accelerated~~the ~~filer~~number oof ~~Accelerated~~shares ~~filer~~outstanding oof ~~Non-accelerated~~each ~~filer~~of othe ~~Smaller~~issuer’s ~~reporting~~classes ~~company~~of xcommon equity, as of the latest practicable date: 74,048,000 as of July 20, 2010.

(Do not check if a smaller reporting company)

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

As of January 11, 2010, 66,181,333 shares of common stock, par value $0.00001 per share, were issued and outstanding.

TABLE OF CONTENTS

Page PART I Item 1. Financial Statements 1-20 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 1321 Item 3. Quantitative and Qualitative Disclosures About Market Risk 2127 Item 4. Controls and Procedures 2127 PART II Item 1. Legal Proceedings 2227 Item IA1A. Risk Factors 2228 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 2228 Item 3. Defaults Upon Senior Securities 2228 Item 4. ~~Submission~~Removed ofand ~~Matters~~Reserved to28 ~~a Vote of Security Holders 22~~ Item 5. Other Information 2229 Item 6. Exhibits 2329

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL ~~INFORMATION~~ STATEMENTS

Item 1. Financial Statements.

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

	May 31,			February, 28
	2010			2010
	(Unaudited)

ASSETS
Current Assets
Cash	$	2,438		$	2,048
Inventory (Note 3)		64,640			51,660
Prepaid expenses and other current assets		120,995			33,217
Total current assets		188,073			86,925
License agreement costs, net of accumulated
amortization and allowance for impairment (Note 4)		-			-
Equipment, net (Note 5)		2,717			2,938
Total Assets	$	190,790		$	89,863


LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued liabilities	$	85,980		$	53,796
Notes and loans payable - current portion (Note 6)		54,000			79,423
Deferred revenue		-			5,067
Due to related parties (Note 7)		322,974			268,703
Amount due to licensor of license agreement (Note 8)		2,500,000			2,500,000
Total Current Liabilities		2,962,954			2,906,989
Notes and loans payable - non-current portion (Note 6)		208,497			160,692
Total liabilities		3,171,451			3,067,681


Stockholders' Deficiency
Preferred Stock, $0.00001 par value;
authorized 100,000,000 shares, none issued and outstanding		-			-
Common Stock, $0.00001 par value; authorized 100,000,000 shares,
issued 64,381,333 and 88,631,333 shares, respectively		644			886
Additional paid-in capital		1,605,120			1,492,378
Treasury Stock, 35,000,000 shares held at February 28, 2010		-			(100,000	)
Deficit accumulated during the development stage		(4,586,425	)		(4,371,082	)
Total Stockholders' Deficiency		(2,980,661	)		(2,977,818	)
Total Liabilities and Stockholders' Deficiency	$	190,790		$	89,863

See notes to financial statements.

GreenChek Technology Inc.
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars)
	November 30,			February 29,
	2009			2009
	(Unaudited)
ASSETS
Current Assets
Cash	$	5,503		$	391
Prepaid expenses		17,338			7,706
Inventory		85,230			-
Total current assets		108,071			8,097
License agreement costs, net of accumulated
amortization and allowance for impairment (Note 3)		-			-
Equipment, net (Note 4)		3,176			-
Total Assets	$	111,247		$	8,097
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued liabilities	$	36,918		$	65,780
Loan payable		36,470			-
Derivative liability (Note 6)		243,566			-
Due to related parties (Note 6)		315,075			362,585
Amount due to licensor of license agreement, net of unamortizated debt discounts (Note 7)		4,000,000			3,103,806
Total Liabilities		4,632,029			3,532,171
Stockholders' Deficiency
Preferred Stock, $0.00001 par value;
authorized 100,000,000 shares, none issued and outstanding		-			-
Common Stock, $0.00001 par value; authorized 100,000,000 shares,
issued 66,181,333 and 64,288,000 shares, respectively		662			643
Additional paid-in capital		346,119			252,157
Treasury Stock, 35,000,000 shares held at November 30, 2009 and February 28, 2009		(100,000	)		(100,000	)
Deficit accumulated during the development stage		(4,767,563	)		(3,676,874	)
Total Stockholders' Deficiency		(4,520,782	)		(3,524,074	)
Total Liabilities and Stockholders' Deficiency	$	111,247		$	8,097

See notes to financial statements.

-1-

GreenChek Technology Inc.
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars)
(Unaudited)
	For the three months ended November 30, 2009			For the three months ended November 30, 2008			For the nine months ended November 30, 2009			For the nine months ended November 30, 2008			Period from September 12, 2006 (Inception) To November 30, 2009
	For the three month period ended May 31, 2010			For the three month period ended May 31, 2009			Period from September 12, 2006 (Date of Inception) To May 31, 2010
Revenue	$	-		$	-		$	-		$	-		$	-
				(As reclassified)			(As reclassified)
Costs and expenses
Sales	$	5,067		$	-		$	5,067
General and administrative expenses		87,255			127,012			218,419			147,303			346,126
Cost of sales		7,000			-			7,000
Research and development		-			-			32,942			-			122,011
Gross profit (loss)		(1,933	)		-			(1,933	)
Amortization of license agreement costs		-			-			-			20,394			20,394
Costs and expenses
Provision for impairment of license agreement costs		-			-			-			3,081,184			3,081,184
General and administrative expenses		63,957			41,187			336,835
Total costs and expenses		87,255			127,012			251,361			3,248,881			3,569,715
Consulting fees and services		99,731			15,000			319,647
Loss From Operations		(87,255	)		(127,012	)		(251,361	)		(3,248,881	)		(3,569,715	)
Research and development		2,150			21,984			160,979
Imputed interest expense		-			(128,903	)		(96,194	)		(199,697	)		(398,422	)
Amortization of license agreement costs		-			-			20,394
Interest expense on loans		(2,411	)		-			(2,411	)		-			(2,411	)
Provision for impairment of license agreement costs		-			-			3,081,184
Interest expense in connection with amendment
Total costs and expenses		165,838			78,171			3,919,039
to License Agreement		-			-			(800,000	)		-			(800,000	)
Loss From Operations		(167,771	)		(78,171	)		(3,920,972	)
Gain on forgiveness of debt		64,366			-			64,366			-			64,366
Other Income (Expense)
Loss on change in fair value of conversion feature		(5,089	)		-			(5,089	)		-			(5,089	)
Imputed interest expense on amount due licensor of license agreement		-			(59,950	)		(398,422	)
Loss from continuing operations		(30,389	)		(255,915	)		(1,090,689	)		(3,448,578	)		(4,711,271	)
Interest expense on notes and loans payable		(47,572	)		-			(170,046	)
Discontinued operations (Note 10)		-			-			-			(6,907	)		(56,292	)
Interest expense in connection with amendment to License Agreement (Note 4)		-			-			(800,000	)
Net Loss	$	(30,389	)	$	(255,915	)	$	(1,090,689	)	$	(3,455,485	)	$	(4,767,563	)
Debt financing fees		-			-			(180,000	)
Net loss per share - basic and diluted
Reduction in amount due licensor of license agreement pursuant to amendment 2 (Note 4)		-			-			950,000
Continuing Operations	$	(0.00	)	$	(0.01	)	$	(0.04	)	$	(0.06	)
Loss on change in fair value of derivative liability (Note 4)		-			-			(10,693	)
Discontinued Operations		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Total other expenses		(47,572	)		(59,950	)		(609,161	)
Total	$	(0.00	)	$	(0.01	)	$	(0.04	)	$	(0.06	)
Net Loss From Continuing Operations		(215,343	)		(138,121	)		(4,530,133	)
Weighted Average Shares Outstanding
Discontinued operations (Note11)		-			-			(56,292	)
Basic and Diluted		31,181,000			48,595,000			30,146,000			58,908,000
Net Loss	$	(215,343	)	$	(138,121	)	$	(4,586,425	)
Net loss per share - basic and diluted
Continuing Operations	$	(0.00	)	$	(0.00	)
Discontinued Operations		-			-
Total	$	(0.00	)	$	(0.00	)
Weighted Average Shares Outstanding
Basic and Diluted		61,448,000			64,295,000
See notes to financial statements.

See notes to financial statements.

-2-

GreenChek Technology Inc.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficiency)
For the Period September 12, 2006 (Inception) to November 30, 2009
For the Period September 12, 2006 (Inception) to May 31, 2010
(Expressed in US Dollars)
(Unaudited)
																Deficit			Total Stockholders' Equity
																Accumulated
	Common Stock, $0.00001 par value						Additional									During the
							Paid-in			Treasury Stock						Development
	Shares			Amount			Capital			Shares			Amount			Stage			(Deficiency)
Common shares sold for cash at $0.00014 per share		35,000,000		$	350		$	4,650			-		$	-		$	-		$	5,000
Common shares sold for cash at $0.00143 per share, less offering costs of $12,500		27,090,000			271			25,929			-			-			-			26,200
Common shares sold for cash at $0.00143 per share,
less offering costs of $12,500		27,090,000			271			25,929			-			-			-			26,200
Donated services and expenses		-			-			4,500			-			-			-			4,500
Net Loss		-			-			-			-			-			(11,777	)		(11,777	)
Balance - February 28, 2007		62,090,000			621			35,079			-			-			(11,777	)		23,923
Common stock sold for cash at 0.00143 per share less offering costs of $10,000		1,890,000			19			(7,319	)		-			-			-			(7,300	)
Common stock sold for cash at 0.00143 per share
less offering costs of $10,000		1,890,000			19			(7,319	)		-			-			-			(7,300	)
Donated services and expenses		-			-			9,000			-			-			-			9,000
Net Loss		-			-			-			-			-			(37,608	)		(37,608	)
Balance - February 29, 2008		63,980,000			640			36,760			-			-			(49,385	)		(11,985	)
Units sold for cash at $0.75 per Unit		308,000			3			230,997			-			-			-			231,000
Finders' fee		-			-			(23,100	)		-			-			-			(23,100	)
Donated services and expenses		-			-			7,500			-			-			-			7,500
Purchase of treasury stock		-			-			-			(35,000,000	)		(100,000	)		-			(100,000	)
Net Loss		-			-			-			-			-			(3,627,489	)		(3,627,489	)
Balance - February 28, 2009		64,288,000			643			252,157			(35,000,000	)		(100,000	)		(3,676,874	)		(3,524,074	)
Units sold for cash at $0.75 per Unit		26,667			-			20,000			-			-			-			20,000
Finders' fee		-			-			(2,950	)		-			-			-			(2,950	)
Net Loss		-			-			-			-			-			(138,121	)		(138,121	)
Debt financing fees		6,000,000			60			179,940			-			-			-			180,000
Balance - May 31, 2009		64,314,667			643			269207			(35,000,000	)		(100,000	)		(3,814,995	)		(3,645,145	)
Stock-based compensation		8,316,666			83			221,217			-			-			-			221,300
Stock-based compensation		1,866,666			19			68,481			-			-			-			68,500
Fair value of warrants authorized in connection with $50,000 loan payable		-			-			8,431			-			-			-			8,431
Net Loss		-			-			-			-			-			(922,179	)		(922,179	)
Conversion of $300,000 due to Chief Executive Officer of Company at $0.03 per share		10,000,000			100			399,900			-			-			-			400,000
Balance – August 31, 2009		66,181,333		$	662		$	337,688			(35,000,000	)	$	(100,000	)	$	(4,737,174	)	$	(4,498,824	)
Conversion feature of $550,000, 5% convertible note payable		-			-			413,683			-			-			-			413,683
Fair value of warrants
Net Loss		-			-			-			-			-			(694,208	)		(694,208	)
authorized in connection with convertible loan payable		-			-			8,431			-			-			-			8,431
Balance - February 28, 2010		88,631,333			886			1,492,378			(35,000,000	)		(100,000	)		(4,371,082	)		(2,977,818	)
Net Loss		-			-			-			-			-			(30,389	)		(30,389	)
Stock based compensation		9,125,000			92			179,908			-			-			-			180,000
Balance – November 30, 2009		66,181,333		$	662		$	346,119			(35,000,000	)	$	(100,000	)	$	(4,767,563	)	$	(4,520,782	)
Settlement of loan via issuance of common stock		1,625,000			16			32,484			-			-			-			32,500
Cancellation of treasury shares		(35,000,000	)		(350	)		(99,650	)		35,000,000			100,000			-			-
Net Loss		-			-			-			-			-			(215,343	)		(215,343	)
Balance - May 31, 2010		64,381,333		$	644		$	1,605,120			-		$	-		$	(4,586,425	)	$	(2,980,661	)

See notes to financial statements.

-3-

GreenChek Technology Inc.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)
	For the nine months ended November 30, 2009			For the nine months ended November 30, 2008			Period from September 12, 2006 (Date of Inception) To November 30, 2009
	For the three month period ended May 31, 2010			For the three month period ended May 31, 2009			Period from September 12, 2006 (Date of Inception) To May 31, 2010
Cash Flows from Operating Activities
Net loss	$	(1215,~~090,689~~343	)	$	(3138,~~455,485~~121	)	$	(4,~~767~~586,~~563~~425	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of license agreement costs		-			~~20,394~~-			20,394
Depreciation of equipment		~~751~~221			-216			~~751~~1,210
Provision for impairment of license agreement costs		-			~~3,081,184~~-			3,081,184
Imputed interest expense		96,194			199,697			398,422
Imputed interest expense accreted on amount due to licensor of license agreement		-			59,950			398,422
Non-cash interest expense		2,411			-			2,411
Interest accreted from unamortized debt discounts		50,882			-			169,918
Donated services and expenses		-			~~6,000~~-			21,000
Impairment of mineral property costs		-			-			3,300
Interest expense in connection with amendment to License Agreement		800,000			-			800,000
Interest expense added to amount due licensor in connection with amendment to license agreement		-			-			800,000
Stock -based compensation		59,750			-			59,750
Stock based compensation - consulting fees and services		92,833			-			291,883
Gain on re-valuation of derivative liability		5,089			-			5,089
Settlement of loan via issuance of Company common stock		-			-			180,000
Gain on forgiveness of debt		64,366			-			64,366
Loss on re-valuation of derivative liability		-			-			10,693
Reduction in amount due licensor of license agreement pursuant to amendment 2		-			-			(950,000	)
Changes in operating assets and liabilities:
Inventory		(8512,~~230~~980	)		-(17,500	)		(8564,~~230~~640	)
Accounts payable and accrued liabilities		(63,229	)		15,468			2,551
Prepaid expenses and other current assets		(611	)		(896	)		(11,578	)
Due to related party		76,000			-			76,000
Accounts payable and accrued liabilities		32,184			40,855			85,980
Prepaid expenses		(882	)		(754	)		(8,588	)
Deferred revenue		(5,067	)		-			-
Net cash used in operating activities		(~~135~~57,~~469~~881	)		(~~133~~55,496	)		(~~326~~548,~~163~~659	)
Cash Flows from Investing Activities
Mineral property acquisition costs		-			-			(3,300	)
Purchase of equipment		~~(3,927~~-	)		-(3,927	)		(3,927	)
Net cash used in investing activities		~~(3,927~~-	)		-(3,927	)		(7,227	)
Cash Flows from Financing Activities
Proceeds from sales of common stock		~~17,050~~-			~~189~~17,~~900~~050			~~271~~297,~~350~~400
Purchase of treasuary stock		-			~~(100,000~~-	)		(100,000	)
Offering costs incurred		-			-			(2248,~~500~~550	)
Due to related parties		83,827			44,001			146,412
Proceeds from notes and loans payable		4,000			-			86,500
Proceeds from loans payable		43,631			-			43,631
Due to related parties		54,271			48,192			322,974
Net cash provided by financing activities		~~144~~58,~~508~~271			~~133~~65,~~901~~242			~~338~~558,~~893~~324
Increase in cash		5,112			405			5,503
Increase (decrease) in cash		390			5,819			2,438
Cash - beginning of period		~~391~~2,048			~~688~~391			-
Cash - end of period	$	52,~~503~~438		$	16,~~093~~210		$	52,~~503~~438
Supplemental disclosures of cash flow information:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-
Non-cash investing activity:
Acquisition of license agreement in exchange for debt due seller, less imputed interest	$	-		$	~~3,101,578~~-		$	3,101,578
Non-cash financing activity:
Repayment of amount due licensor of license agreement
Payment by third party to licensor of license agreement in exchange for 5% convertible note payable	$	-		$	-		$	550,000
in exchange for increase in due to related party	$	-		$	300,000		$	300,000
Conversion of $300,000 amount due to Chief Executive Officer of Company into 10,000,000 shares of common stock	$	-		$	-		$	300,000
Repayment of amount due licensor of license agreement in exchange for increase in amount due to Chief Executive Officer of Company	$	-		$	-		$	300,000
Issuance of common stock to settle loan payable	$	32,500		$	-		$	32,500

See notes to financial statements.

-4-

GreenChek Technology Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2009

(Unaudited)

Note 1. Development Stage Company

The Company was incorporated in the State of Nevada on September 12, 2006 under the name Ridgestone Resources, Inc. and changed its name to GreenChek Technology Inc. on August 5, 2008. From inception to May 31, 2008, the Company’s principal business was the acquisition and exploration of mineral resources. On July 14, 2008, the Company entered into a licensing agreement to acquire patent and intellectual rights relating to the manufacturing, marketing, and distributing of products designed to reduce gas emissions by motor vehicles through the use of hydrogen technology (see Note 34).

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never ~~generated revenues since inception and has never~~ paid any dividends and is unlikely to pay dividends ~~or generate earnings~~ in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at ~~November~~May 3031, ~~2009~~2010, the Company has accumulated losses of $4,~~767~~586,~~563~~425 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2. Interim Financial Information

The unaudited financial statements as of ~~November~~May 3031, ~~2009~~2010 and for the three ~~and nine~~ months ended ~~November~~May 3031, ~~2009~~2010 and ~~2008~~2009 and for the period September 12, 2006 (inception) to ~~November~~May 3031, ~~2009~~2010 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of ~~November~~May 3031, ~~2009~~2010 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the ~~nine~~three month period ended ~~November~~May 3031, ~~2009~~ 2010 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending February 28, ~~2010~~2011. The balance sheet at February 2928, ~~2009~~2010 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended February 2928, ~~2009~~2010 as included in our Form 10-K filed with the Securities and Exchange Commission on June 15, ~~2009~~ 2010.

-5-

~~GreenChek Technology~~Note ~~Inc~~3. Inventory

~~(A Development~~ Inventory ~~Stage~~consists ~~Company)~~of:

NOTES TO FINANCIAL STATEMENTS

		May 31, 2010		February 28, 2010

Raw materials and work in progress held at manufacturer’s premises	$	40,140	$	20,160
Finished goods		24,500		31,500
Total	$	64,640	$	51,660

~~November 30~~Note 4. License Agreement Costs, ~~2009~~Net

~~(Unaudited)~~ License agreement costs, net, at May 31, 2010 and February 28, 2010 consist of:

Note 3. License Agreement Costs, Net

License agreement costs, net, at November 30, 2009 and February 28, 2009 consist of:

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

On July 14, 2008, the Company entered into an Agreement with China Bright Technology Development Limited (the “Licensor”) and Lincoln Parke (the “Principal”), (the “License Agreement”) and acquired a Comprehensive License to use certain patent and intellectual rights for the purpose of manufacturing, marketing, and distributing products designed to reduce gas emissions by motor vehicles. The territory covered by the license is the European Union and the United States of America. The price for the license was $3,500,000, payable as follows: $300,000 on August 13, 2008 ~~(deemed paid)~~; $1,000,000 by December 31, 2008 ~~(unpaid)~~; $1,000,000 by March 31, ~~2009~~ ~~(unpaid)~~2009; and, $1,200,000 by August 31, 2009. ~~(unpaid)~~The License Agreement provides that if the $1,200,000 payment is made, the Company is to issue the Principal an amount equal to the value of 60% of the Company’s issued and outstanding common shares by way of allotment and issuance to the Principal of 43,470,000 of the Company’s common shares representing 60% of the total issued and outstanding shares of the Company as at such time, as soon as the License Price is met in accordance with all applicable laws. The Company must also use its best efforts to provide $3,500,000 of funding for business development payable on the same schedule as the license fee payments noted above. The Company must also use its best efforts to fund a $2,000,000 product and investor awareness marketing campaign through the issuance of shares.

~~Provided that~~On ~~the~~July $110,~~200,000~~ ~~payment is made~~2009, the Company isamended ~~to issue~~ the Principal an amount equal to the value of 60% of the Company’s issued and outstanding common shares by way of allotment and issuance to the Principal of 43,470,000 of the Company’s common shares representing 60% of the total issued and outstanding shares of the Company as at such time, as soon as the License ~~Price~~Agreement ~~is met in accordance~~ with ~~all~~the ~~applicable laws~~Licensor. The ~~Company~~License ~~must~~Agreement ~~also~~was ~~use~~amended ~~its best efforts~~ to ~~provide~~extend ~~$3,500,000~~payment ofdates ~~funding for business development payable on the same schedule~~ as ~~the license fee payments noted above. The Company must also use its best efforts to fund a $2,000,000 product and investor awareness marketing campaign through the issuance of shares.~~follows:

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

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

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

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

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

1. $500,000 payable on August 9, 2009, ~~(unpaid at November 30, 2009)~~; and

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

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

-6-

~~GreenChek Technology~~Note ~~Inc~~4. License Agreement Costs, Net (continued)

On December 31, 2009, the Company entered into amendment no. 2 to the License Agreement with the Licensor and the Principal. Pursuant to this amendment, the $1,000,000 due December 31, 2009 and the $500,000 due August 9, 2009 (~~A Development~~of ~~Stage~~the $4,000,000 total due to the Licensor of the License Agreement at December 31, 2009) was reduced to a total of $550,000 due January 14, 2010. If the Company failed to make the $550,000 payment to Licensor by January 14, 2010, Licensor would have had the right to immediately terminate the license agreement. The $550,000 was paid on January 14, 2010 by a third party on behalf of the Company (see Note 6).

NOTES TO FINANCIAL STATEMENTS

November 30, 2009

(Unaudited)

Note 3. License Agreement Costs, Net (continued)

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

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

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

In the ~~three~~ ~~months~~fiscal year ended ~~August~~February 3128, ~~2009~~2010, the Company recognized the additional liability of $800,000 resulting from the July 10, 2009 amendment to the ~~license agreement~~License Agreement as interest expense, and recognized the reduced liability of $950,000 resulting from the December 31, 2009 amendment no. 2 to the License Agreement as a gain on forgiveness of liabilities.

Note 4 5. Equipment, Net

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

Equipment	$	3,927
		May 31, 2010			February 28, 2010
Less accumulated depreciation		(751	)
Equipment	$	3,927		$	3,927
Equipment, net	$	3,176
Less accumulated depreciation		(1,210	)		(989	)
Total	$	2,717		$	2,938

Note 5. Loan Payable

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

-7-

~~GreenChek Technology~~Note ~~Inc~~6. Notes and Loans Payable

~~(A Development~~Notes ~~Stage~~and ~~Company)~~loans payable consist of:

NOTES TO FINANCIAL STATEMENTS

		May 31, 2010			February 28, 2010

Unsecured convertible note payable to Gold Spread Trading Limited (“Gold Spread”), and two other corporations (See Notes 9(e) and 12(d)) with face value of $550,000, interest at 5% payable quarterly, due June 30, 2011 (less unamortized debt discount of $341,503 and $389,308, respectively)	$	208,497		$	160,692

Loan payable to Gold Spread with face value of $50,000, interest at 0%, due April 30, 2010 (less unamortized debt discount of $0 and $3,077, respectively)		50,000			46,923

Loan payable to Gold Spread with face value of $32,500, interest at 0%, to be repaid by the issuance of 1,625,000 shares of Company common stock (which occurred March 15, 2010)		-			32,500

Loan payable to Gold Spread, interest at 0%, due on demand		4,000			-

Total		262,497			240,115
Current portion		(54,000	)		(79,423	)

Non-current portion	$	208,497		$	160,692

~~November 30~~The $550,000 ~~2009~~convertible note was issued in connection with the lenders’ payment of 4,265,420 Hong Kong dollars (approximately $550,000) to the Licensor on January 14, 2010 in satisfaction of the Company’s obligation to Licensor under amendment no. 2 to the License Agreement (see Note 4). In the event of default, the interest rate increases to 8% per annum. The loan was convertible at a price of $0.02 per share in minimum increments of 50,000 shares. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $413,683 as additional paid-in capital and an equivalent discount that reduced the carrying value of the convertible debenture to $136,317. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. On March 15, 2010, the Company and the three holders of the $550,000 convertible note agreed to amend the conversion price from $0.02 per share to a conversion price equal to the closing bid price on conversion notice date and in increments of 25,000 shares. On March 31, 2010, the Company did not make the interest payment of $6,875 which was due then. Subsequent to May 31, 2010, the Company re-negotiated the payment terms with the lender. The parties have agreed to defer the quarterly interest payments due at the end of March, June, September, and December 2010 to December 31, 2010 and increase the interest rate from 5% per annum to 8% per annum. As at May 31, 2010, the carrying value of the loan was $208,497 and interest expense of $47,742 had been recorded. In addition, interest expense for the three months ended May 31, 2010 includes $10,770, representing $3,437 of interest at 5% and $7,333 of interest at 8%. At May 31, 2010 and February 28, 2010, accrued interest expense reflected as a liability in the Balance Sheets related to the note totaled $14,208 and $3,438, respectively. On June 2, 2010, the Company issued a total of 7,500,000 restricted shares of common stock at $0.04 per share to the three holders of the $550,000 convertible note to settle $300,000 of the note payable. Refer to Note 16(a).

(Unaudited)

Note 6. Due to Related Parties

Due to related parties consist of:

	November 30, 2009			February 28, 2009
Due to chief executive officer:
Amount due relating to the deemed payment of the $300,000
license agreement installment due August 13, 2008,
non-interest bearing, due the earlier of (1) the closing of a
financing of $1,000,000 or more or (2) July 14, 2010,
convertible at the option of the Principal commencing
November 28, 2009 and convertible at the option of the
Company on the due date into common stock at a price
equal to 75% of the closing price on the date of conversion	$	300,000		$	300,000
Discount relating to the fair value of the embedded beneficial
conversion feature at November 28, 2009		(238,477	)		-
Accretion of discount from November 28, 2009 to November
30, 2009		1,141			-
Net		62,664			300,000
Accrued management fee		52,498			11,633
Other		97,580			2,306
Due to former majority stockholder and chief executive officer:
Amount due relating to the Company's purchase of treasury stock		25,000			25,000
Other, non-interest bearing, no repayment terms		16,637			16,164
Due to former director and chief strategy officer for consulting services		4,737			3,930
Due to former director and chief financial officer		55,959			3,552
Total	$	315,075		$	362,585

During the year ended February 28, 2009, the Company, the Licensor (a corporation formerly controlled by the Company’s chief executive officer), and the Principal (chief executive officer of the Company) agreed to deem the $300,000 license agreement instalment due August 13, 2008 as paid in exchange for the Company’s agreement to pay $300,000 to the Principal. Pursuant to the agreement the amount is non interest bearing and payable on the earlier of July 14, 2010 or the closing of a financing in excess of $1,000,000. On November 28, 2009, the amount became convertible at the option of the Principal at 75% of the closing price of the Company’s common stock on the date of conversion. The Company recognized the fair value of the embedded beneficial conversion feature of $238,477 as a derivative liability and reduced the carrying value of the convertible loan to $61,523. The discount on the convertible loan will be accreted over the term of the convertible loan, increasing the carrying value to the face value of $300,000. As at November 30, 2009, the carrying value of the convertible debt was $62,664 and interest expense of $1,141 had been accreted. The fair value of the derivative liability at November 30, 2009 was $243,566 and a loss of $5,089 was recorded on the change in the fair value of the derivative liability.

-8-

~~GreenChek Technology~~Note ~~Inc~~6. Notes and Loans Payable (continued)

~~(A Development~~In ~~Stage~~addition, ~~Company)~~the conversion price of the convertible note is to be adjusted in the event of any stock splits, stock dividends, recapitalizations, reverse stock splits, or merger, consolidation or sale of assets.

~~NOTES~~The ~~TO FINANCIAL~~$50,000 ~~STATEMENTS~~loan arose in connection with a loan agreement dated November 1, 2009. Pursuant to the loan agreement, the Company agreed to issue 500,000 common share purchase warrants exercisable for two years at an exercise price of $0.05 for the first year and $0.10 for the second year. On November 1, 2009, the Company recognized the fair value of the warrants of $8,431 as additional paid-in capital and an equivalent discount that reduced the carrying value of the loan to $41,569. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. As at May 31, 2010, the carrying value of the loan was $50,000 and interest expense of $8,431 had been recorded. On July 2, 2010, the Company issued 1,666,667 shares of common stock in exchange for the cancellation and termination of the $50,000 loan. Refer to Note 16(b).

~~November 30~~The $4,000 ~~2009~~loan arose in connection with additional funding received from Gold Spread Trading Limited by the Company during the period ended May 31, 2010. The loan is free of interest and is due on demand.

~~(Unaudited)~~Note 7. Due to Related Parties

~~Note 7. Amount~~Due ~~due~~ to ~~Licensor~~related ofparties ~~License~~consist ~~Agreement~~of:

Amount due to licensor of license agreement, net, at November 30, 2009, consists of:

	May 31, 2010		February 28, 2010
Due to chief executive officer:
Accrued management fees	$	76,060	$	61,801
Other, non-interest bearing, no repayment terms		103,723		103,802
Due to former majority stockholder and chief executive officer:
Amount due relating to the Company's purchase of treasury stock which was formalized into a promissory note on May 14, 2010 (see Note 9(b))		25,000		25,000
Other, non-interest bearing, no repayment terms		16,797		16,675
Due to former director and chief strategy officer for consulting services		4,792		4,800
Due to former director and chief financial officer, non-interest bearing, no repayment terms		96,602		56,625
Total	$	322,974	$	268,703

Amount due December 31, 2009	$	1,000,000
Amount due March 31, 2010		1,000,000
Amount due August 31, 2010		1,200,000
Amounts due under Amendment to License
Agreement dated July 10, 2009:
Amount due August 9, 2009		500,000
Amount due August 31, 2010		300,000
Total	$	4,000,000

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

Note 8. Common Stock

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

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

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

-9-

~~GreenChek Technology~~Note ~~Inc~~7. Due to Related Parties (continued)

During the year ended February 28, 2009, the Company, the Licensor (~~A Development~~a ~~Stage~~corporation formerly controlled by the Company’s chief executive officer), and the Principal (chief executive officer of the Company) agreed to deem the $300,000 license agreement installment due August 13, 2008 as paid in exchange for the Company’s agreement to pay $300,000 to the Principal. Pursuant to the agreement, the amount was non-interest bearing and payable on the earlier of July 14, 2010 or the closing of a financing in excess of $1,000,000. On November 28, 2009, the amount became convertible at the option of the Principal at 75% of the closing price of the Company’s common stock on the date of conversion. The Company recognized the fair value of the embedded beneficial conversion feature of $238,477 as a derivative liability and reduced the carrying value of the convertible loan to $61,523. The discount on the convertible loan was being accreted over the term of the convertible loan, to increase the carrying value to the face value of $300,000.

~~NOTES~~On ~~TO FINANCIAL~~February ~~STATEMENTS~~23, 2010, the loan was converted at a rate of $0.03 per share resulting in a total share issuance of 10,000,000 shares of common stock. As at February 23, 2010, the carrying value of the convertible debt was $249,170 and a loss of $10,693 was recorded on the change in the fair value of the derivative liability. Also, the Statement of Operations for the year ended February 28, 2010 has been charged $38,732 in additional interest expense for the difference between the fair value of the 10,000,000 shares of common stock issued ($40,000) and the $361,268 total remaining carrying value of the loan amount ($112,098) and the derivative liability ($249,170).

~~November 30,~~Note ~~2009~~8. Amount due to Licensor of License Agreement

~~(Unaudited)~~Amount due to licensor of license agreement consists of:

d) On July 30, 2009, the Company issued 1,866,666 restricted shares of common stock with a fair value of $68,500 to DC Consulting LLC (DC Consulting) pursuant to the consulting agreements described in Note 11 (b) and (c).

	May 31, 2010		February 28, 2010
Amount due March 31, 2010	$	1,000,000	$	1,000,000
Amount due August 31, 2010		1,200,000		1,200,000
Amount due under Amendment to License
Agreement dated July 10, 2009:
Amount due August 31, 2010		300,000		300,000
Net	$	2,500,000	$	2,500,000

~~Note~~ On December 31, 2009, the Company entered into amendment no. 2 to the License Agreement with the Licensor and the Principal. Pursuant to this amendment, the $1,000,000 due December 31, 2009 and the $500,000 due August 9, 2009 (of the $4,000,000 total due to the Licensor of the License Agreement at December 31, 2009 including $800,000 charged to the Statement of Operations as interest expense pursuant to the first amendment discussed in Note 4 above) was reduced to a total of $550,000 due January 14, 2010. ~~Income~~ The ~~Taxes~~$550,000 was paid on January 14, 2010 by a third party on behalf of the Company (see Note 6). The Statement of Operations for the year ended February 28, 2010 reflects a credit entitled "Reduction in amount due licensor of license agreement pursuant to amendment 2" of $950,000 described as a "forgiveness" in amendment no. 2.

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $160,390 at November 30, 2009 attributable to the future utilization of the net operating loss carryforward of $458,257 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements. The Company will continue to review this valuation allowance and make adjustments as appropriate. The $458,257 net operating loss carryforward expires $7,277 in 2027, $28,608 in 2028, $236,577 in 2029 and $185,795 in 2030.

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

Note 10. Discontinued Operations

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

The results of discontinued operations are summarized as follows:

Period from

For the three month period Ended

For the nine month period Ended

September 12, 2006 (Date of Inception) to

November 30,

2009

2008

2009

2008

2009

Revenues

–

Cost and expenses

General and administrative expenses

–

6,907

51,925

Impairment of mineral property costs

–

3,300

Mineral property exploration and carrying costs

–

1,067

Total costs and expenses

–

6,907

56,292

Net Loss

–

(6,907

)

(56,292

)

-10-

~~GreenChek~~ ~~Technology~~Note ~~Inc~~9. Common Stock

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

~~NOTES~~b) ~~TO FINANCIAL~~On ~~STATEMENTS~~October 21, 2008, the Company entered into a Return to Treasury Agreement with Pardeep Sarai, former majority stockholder and chief executive officer of the Company (“Sarai”), whereby the Company agreed to purchase 35,000,000 shares of the Company's common stock owned by Sarai for $100,000. Pursuant to this agreement, the Company paid $75,000 to Sarai on October 21, 2008. The agreement provided that the 35,000,000 shares were to be returned to Sarai if the Company failed to pay the remaining $25,000 to Sarai by March 1, 2009 (which date was extended to June 30, 2009 under an Amendment to Agreement dated May 19, 2009 between the Company and Sarai and further extended under a verbal agreement) or if certain transactions contemplated by the License Agreement did not occur. On May 14, 2010, pursuant to another Amendment to Agreement dated October 21, 2008, the Company issued a $25,000 promissory note (interest at 11% and due May 13, 2011) to Sarai who surrendered 35,000,000 shares to the Company upon the issuance of the May 14, 2010 promissory note and the Company cancelled the 35,000,000 treasury shares. See Note 7.

~~November 30~~c) In October and December 2008, pursuant to a Subscription Agreement dated September 17, 2008, the Company sold a total of 308,000 units to Noyz Management Corp. at $0.75 per unit for gross proceeds of $231,000. After deducting $23,100 in finder’s fees, the net proceeds to the Company were $207,900. On May 8, 2009, pursuant to the Subscription Agreement dated September 17, 2008, the Company sold 26,667 Units to Noyz Management Corp. at $0.75 per unit for gross proceeds of $20,000. After deducting $2,950 in finder’s fees, the net proceeds to the Company were $17,050. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock at an exercise price of 0.75 per share to September 17, 2009.

d) On July 30, 2009, the Company issued 1,866,666 restricted shares of common stock with a fair value of $68,500 to DC Consulting LLC (~~Unaudited~~DC Consulting) pursuant to the consulting agreements described in Notes 12 (b) and (c).

~~Note 11~~e) On August 19, 2009, the Company issued 3,000,000 restricted shares of common stock with a fair value of $90,000 to Gold Spread Trading Ltd. ~~Commitments~~ ~~and~~pursuant ~~Contingencies~~to the loan initiation agreement described in Note 12 (d).

af) On August 127, ~~2008~~2009, the Company ~~entered~~issued ~~into a Management Contract with Lincoln Parke (“Parke”)~~3, ~~the Company’s chief executive officer. Under the agreement~~000,000 ~~Parke~~restricted isshares toof ~~perform~~common ~~certain~~stock ~~services~~with ~~for~~a ~~the~~fair ~~Company~~value ~~and the Company is to pay monthly management fees~~ of 5$90,000 ~~Canadian~~to ~~dollars~~Bodie ~~(approximately~~Investment ~~$4,737~~Group ~~translated~~Inc. atpursuant ~~the November 30, 2009, exchange rate)~~ to ~~Parke.~~the ~~Either~~common ~~party~~stock ~~can~~purchase ~~terminate the~~ agreement ~~with~~described 30in ~~days~~Note ~~written~~12 ~~notice~~(e).

bg) On ~~July~~September 221, 2009, the Company ~~entered~~issued ~~into an agreement with DC Consulting LLC (DC Consulting) for consulting services for a period of one year in consideration for the issue of 500~~2,000 restricted shares of the Company’s common stock. The Company has the option to repurchase the shares issued to DC Consulting at a price per share equal to the closing price of the Company’s common stock on the day the shares were issued, ~~or $0.065 per share. The Company issued 500,~~000 restricted shares of common stock with a fair value of $1560,000 onto ~~July~~Global ~~30,~~Eye ~~2009~~Professional ~~and~~Advisors atLtd. ~~November~~pursuant ~~30,~~to ~~2009,~~the ~~$8,750~~consulting ~~was~~agreement ~~included~~described in ~~prepaid~~Note ~~expenses~~12 (f).

ch) On ~~July~~February 222, ~~2009~~1010, the Company ~~entered~~issued ~~into~~1,000,000 anrestricted ~~agreement~~shares ~~with~~of DCcommon ~~Consulting~~stock ~~for~~with ~~investor~~a ~~relation~~fair ~~services~~value ~~for~~of an$10,000 ~~initial~~to ~~period~~a former director of 90the ~~days~~Company inas ~~consideration~~remuneration for services performed. During the ~~following:~~year ended February 28, 2010, $10,000 has been charges as “Management fees” within “General and administrative expenses” related to the shares issued pursuant to this paragraph.

i) A monthly retainer fee of $9,500 in cash or quarterly retainer fee of $25,000 payable in cash or stock with the first payment due upon the execution of the contract. The Company issued 416,666 restricted shares of common stock with a fair value of $25,000 on July 30, 2009.

ii) 950,000 restricted shares of the Company’s common stock due within 30 days of the execution of the contract. The Company issued 950,000 restricted shares of common stock with a fair value of $28,500 on July 30, 2009.

iii) Warrants to purchase 750,000 shares of the Company’s common stock at an exercise price of $0.40 per share. The warrants have not been delivered to DC Consulting as at November 30, 2009.

iv) Warrants to purchase 750,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The warrants have not been delivered to DC Consulting as at November 30, 2009.

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

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

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

-11-

~~GreenChek Technology~~Note ~~Inc~~9. Common Stock (continued)

~~(A Development~~i) ~~Stage~~On February 8, 2010, the Company issued 200,000 restricted shares of common stock with a fair value of $3,000 to a Consultant pursuant to the consulting agreement described in Note 12 (i).

~~NOTES~~j) ~~TO FINANCIAL~~On ~~STATEMENTS~~February 10, 2010, the Company issued 1,250,000 restricted shares of common stock with a fair value of $25,000 to DC Consulting pursuant to the consulting agreement described in Note 12(c).

~~November 30~~k) Effective February 23, ~~2009~~2010, the Company issued 10,000,000 restricted shares of common stock with a fair value of $300,000 upon conversion of the loan described in Note 7.

l) On February 24, 2010, the Company issued 2,000,000 restricted shares of common stock with a fair value of $20,000 pursuant to the consulting agreements described in Note 12(~~Unaudited~~h).

~~The~~m) ~~lease provides~~On ~~for~~March ~~monthly~~1, ~~rentals ranging from 4~~2010,~~414~~ ~~Canadian~~the ~~dollars~~Company ~~(approximately $4~~issued 3,~~182~~500,000 ~~translated~~restricted atshares ~~the~~of ~~November~~common ~~30,~~stock ~~2009~~with ~~exchange~~a ~~rate)~~fair tovalue ~~4,743~~of ~~Canadian dollars (approximately~~ $470,~~494~~000 ~~translated~~pursuant atto the ~~November~~consulting ~~30,~~agreement ~~2009~~described ~~exchange rate).~~in ~~Future~~Note ~~noncancellable lease payments at November 30, 2009 are:~~12(j).

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

n)	On March 15, 2010, 1,625,000 restricted shares were issued as payment in full of the $32,500 loan from Gold Spread, according to the terms of the loan agreement signed on January 1, 2010. Refer to Note 6.

o) On March 15, 2010, the Company issued 2,000,000 restricted shares of common stock to a technician with a fair value of $40,000 pursuant to a technical consulting agreement. Refer to Note 12(l). ~~Subsequent Events~~

Inp) ~~June 2009~~On ~~the~~March ~~Company~~31, ~~implemented Accounting Standards Codification (“ASC”) 855~~2010, ~~Subsequent~~ ~~Events. This standard establishes general standards of accounting for and disclosure of events that occur after~~ the ~~balance~~Company ~~sheet date but before financial statements are~~ issued. ~~The~~3,000,000 ~~adoption~~restricted shares of ~~ASC~~common ~~855~~stock ~~did~~with ~~not~~a ~~impact~~fair ~~the~~value ~~Company’s financial position or results~~ of ~~operations. The Company evaluated all events or transactions that occurred after November 30~~$45,000 ~~2009~~pursuant upto ~~through January 19, 2010,~~ the ~~date~~consulting ~~the~~agreement ~~Company~~described ~~issued~~in ~~these~~Note ~~financial statements~~12(k). ~~During this period, the Company did not have any material recognizable subsequent events, except as disclosed below:~~

aq) On ~~December~~May 83, ~~2009~~2010, the Company ~~entered~~issued ~~into a Consulting Agreement. Under the terms of the agreement the Consultant shall provide advice and consulting services in consideration for the issuance of 200~~625,000 ~~common~~restricted shares of ~~the~~common ~~Company~~stock ~~within~~with 60a ~~days~~fair ~~after~~value ~~the execution~~ of ~~this agreement. In addition~~$25,000 ~~upon~~to ~~the~~DC ~~implementation~~Consulting ofpursuant ~~an Incentive Stock Option Plan by the Company, the Consultant will be eligible~~ to ~~receive stock options,~~ the ~~number~~consulting ~~to be determined by March 31, 2010. This~~ agreement ~~will~~described be in ~~effect~~Note ~~for a period of~~ 12 ~~months and is renewable upon reasonable terms and conditions agreed to by the Company and the Consultant~~(c).

~~b) On December 31, 2009, the Company entered into a second amendment to the license agreement referred to in~~ Note 310. ~~Pursuant~~Income to the amendment the $1,000,000 payment due on December 31, 2009 and the $500,000 owing after the signing of the first amendment shall be reduced to $550,000 which shall represent payment in full of these amounts. The remaining $950,000 of the $1,500,000 aggregate principal amount shall be forgiven by the Licensor. On January 14, 2010, a third party tendered a check to Licensor on behalf of the Company in the amount of 4,265,420 Hong Kong dollars (equivalent to $550,000).Taxes

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $204,118 at May 31, 2010 attributable to the future utilization of the net operating loss carryforwards of $583,197 at May 31, 2010 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements. The Company will continue to review this valuation allowance and make adjustments as appropriate. The $583,197 net operating loss carryforwards expire $7,277 in 2027, $28,608 in 2028, $236,577 in 2029, $235,797 in 2030 and $74,938 in 2031.

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

-12-

~~Forward-Looking Statements~~Note 11. Discontinued Operations

~~The following~~On ~~discussion~~May ~~should be read in conjunction with our unaudited condensed consolidated financial statements~~31, ~~which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases~~2008, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the ~~negative~~Company ofdiscontinued ~~these~~its ~~terms~~mineral orproperty ~~other~~acquisition ~~comparable terminology. These statements are only predictions~~ and ~~involve~~exploration known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statementsoperations.

The ~~following~~ ~~discussion~~results ~~should~~of ~~also~~discontinued beoperations ~~read~~are insummarized ~~conjunction~~as ~~with our audited consolidated financial statements and Form 10-K filed on June 15, 2009.~~follows:

Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. GreenChek does not undertake to update any forward-looking information that is incorporated by reference herein, except in accordance with applicable securities laws.

Period from

For the three month period Ended

September 12, 2006

(Date of Inception) to

May 31,

2010

2009

2010

Revenues

–

Cost and expenses

General and administrative expenses

–

51,925

Impairment of mineral property costs

–

3,300

Mineral property exploration and carrying costs

–

1,067

Total costs and expenses

–

56,292

Net Loss

–

(56,292

)

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

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

Company Overview

We are a technology company headquartered in San Francisco, California. Pursuant to a July 14, 2008 license agreement with China Bright Technology Development Limited, a Chinese corporation located in Hong Kong (“China Bright”), we have the right to use all of China Bright’s patent and intellectual rights for the purpose of manufacturing, marketing, and distributing products designed to reduce gas emissions by motor vehicles. The China Bright patents and intellectual rights are directed at the use of hydrogen technology to reduce gas emissions in motor vehicles. The territory to be covered by the license is the European Union and the United States of America. A payment of $1,000,000 was due to China Bright on December 31, 2009 and another payment of $1,000,000 is due on March 31, 2010. The agreement with China Bright was amended to provide that if $550,000 is not paid in full to China Bright by January 14, 2009, China Bright shall have the right to immediately terminate the license agreement. If such payment is made, China Bright will forgive the $950,000 owed by the Company.

-13-

~~The device~~Note ~~we are developing, manufacturing and marketing, pursuant to our licensing agreement, is the Emission Reduction Device 2~~12.0 Commitments (“ERD-2.0”). The ERD-2.0 is designed for installation on all vehicles with an internal combustion engine (“ICE”). The compact, self-contained ERD-2.0 includes a proprietary modular multiple cell Electrolyser (creates electrolysis) Unit for an internal combustion engine that can be retrofitted to any type of ICE to enhance the combustion process, independent of the fuel used (gasoline, diesel, ethanol or propane/natural gas). The ERD-2.0 product generates hydrogen by means of electrolysis. Water molecules are spontaneously split into hydrogen and ~~oxygen gases of high purity, the resulting gases can then be distributed according to the user’s requirements.~~Contingencies

a) On August 25 1, ~~2009~~2008, wethe Company entered into a ~~Common~~Management ~~Stock~~Contract ~~Purchase~~with ~~Agreement~~Lincoln ~~and~~Parke ~~a Registration Rights Agreement~~ (~~collectively the~~ “~~Agreements~~Parke”), ~~with~~the ~~Bodie~~Company’s ~~Investment~~chief ~~Group Inc.~~executive ~~(“Bodie”)~~officer. ~~Pursuant~~Under to the ~~Agreement~~agreement, weParke ~~have~~is ~~the right~~ to ~~sell~~perform ~~and~~certain ~~Bodie may~~services ~~purchase~~for upthe toCompany ~~$6,000,000~~and of the Company’s ~~common~~is ~~stock~~to atpay ~~90%~~monthly ofmanagement ~~the average~~fees of ~~the~~Cdn ~~three~~$5,000 ~~lowest~~(approximately ~~closing~~$4,792 ~~bids~~translated ~~during~~at the ~~twenty~~May ~~days~~31, ~~prior~~2010 toexchange ~~the purchase~~rate) ~~with~~to ~~a minimum purchase price of $0~~Parke.05 ~~per~~Either ~~share. This~~party ~~floor price provision~~ can beterminate ~~altered~~the atagreement ~~any time by GreenChek~~ with ~~thirty (~~30) days written notice ~~to Bodie~~. In ~~consideration~~During of the ~~foregoing,~~three wemonth ~~issued Bodie~~periods ~~3,000,000~~ended ~~restricted~~May ~~shares~~31, of2010 ~~common stock~~ and ~~cashless warrants to acquire an additional 9~~2009,~~000,000~~ ~~restricted~~"Management ~~shares~~fees" ofincluded ~~common stock. Prior~~within to"General ~~Bodie’s~~and ~~obligation~~administrative toexpenses" ~~purchase~~totaled ~~any shares~~$14, ~~all~~375 ~~of the shares~~ and ~~warrants~~$13,740, ~~must be registered in an effective registration statement filed with the SEC and applicable states~~respectively. ~~We have not yet commenced work on our registration statement.~~

b) On ~~November~~ 1July 22, 2009, wethe Company entered into aan ~~$50,000.00~~agreement ~~Loan Agreement (“Loan”)~~ with ~~a private~~DC ~~investor.~~Consulting ~~The~~LLC ~~Loan~~(DC ~~bears~~Consulting) nofor ~~interest~~consulting ~~and~~services isfor ~~repayable~~a ~~within~~period ~~six~~of ~~(6) months. Furthermore,~~one weyear ~~are~~in toconsideration ~~issue~~for the ~~private~~issue ~~investor~~of 500,000 ~~common~~ ~~share~~restricted ~~purchase~~shares ~~warrants, which warrants have an exercise price~~ of ~~$0.05 for~~ the ~~first~~Company’s ~~year~~common ~~and $0~~stock.10 ~~for~~The ~~the~~Company ~~second~~issued ~~year~~500,000 ~~from~~restricted ~~the~~shares ~~date~~ of ~~the~~common ~~Loan.~~stock ~~In the~~with ~~short~~a ~~term,~~fair wevalue ~~require~~of ~~additional~~$15,000 ~~funding~~on inJuly ~~order~~30, to2009 ~~operate~~ and ~~meet~~at ~~our day~~May to31, ~~day~~2010, ~~corporate and operational costs. Other than as described above~~$1,250 wewas ~~are~~included ~~pursuing~~in ~~other~~prepaid ~~short term financing options~~expenses.

Wec) ~~have an~~On ~~operating~~July ~~lease~~22, ~~which~~2009, ~~expires~~the onCompany ~~October~~entered ~~31,~~into ~~2012~~an agreement with ~~respect~~DC toConsulting ~~our research,~~for ~~testing~~investor ~~and~~relation ~~manufacturing~~services ~~warehouse~~for ~~located~~an ininitial ~~Ontario~~period of 90 days (following the initial 90 days, ~~Canada.~~each ~~The future~~party ~~annual~~has ~~minimum~~the ~~lease~~right ~~payments~~to ~~are~~cancel ~~approximately~~the ~~$151,941.~~contract with 30 days written notice) in consideration for the following:

~~Other than~~i) asA ~~described~~monthly retainer fee of $9,500 in cash or quarterly retainer fee of $25,000 payable in cash or stock with the ~~above~~first ~~paragraph~~payment due upon the execution of the contract. For the quarterly period ended October 31, we2009, dothe ~~not~~Company ~~own~~issued ~~any~~416,666 ~~interest~~restricted inshares ~~any property~~of common stock with a fair value of $25,000 on July 30, 2009. WeFor ~~currently~~the ~~lease~~quarterly ~~our~~period ~~two~~ended ~~(2)~~January ~~corporate~~31, ~~office~~2009, ~~spaces~~the ~~located~~Company inissued ~~San Francisco~~1,250,000 ~~California~~restricted shares of common stock with a fair value of $25,000 ~~USA~~on ~~and~~February ~~Toronto~~10, ~~Ontario~~2010. For the quarterly period ended April 30, ~~Canada~~2010, the Company issued 625,000 restricted shares of common stock with a fair value of $25,000 on May 3, 2010. During the period ended May 31, 2010, $25,000 has been charged as "Consulting fees and services" related to the shares issued pursuant to this paragraph.

Weii) do950,000 ~~not have~~restricted ~~any~~shares ~~employees~~of atthe ~~this~~Company’s ~~time~~common ~~however~~stock asdue wewithin ~~grow~~30 ~~our~~days ~~business~~of the execution of the contract. The Company issued 950,000 itrestricted isshares ~~our intention~~of tocommon ~~hire~~stock ~~employees~~with ina fair value of $28,500 on July 30, 2009. During the ~~near~~year ~~future~~ended February 28, 2010, $28,500 has been charged as "Consulting fees and services" related to the warrants to be issued pursuant to this paragraph.

~~Our Business~~iii) Warrants to purchase 750,000 shares of the Company’s common stock at an exercise price of $0.40 per share. The warrants have not been delivered to DC Consulting as at May 31, 2010. During the year ended February 28, 2010, $20,700 has been charged as "Consulting fees and services" related to the warrants to be issued pursuant to this paragraph, since the Company is committed per the agreement to issue the warrants (estimated using the Black-Scholes option pricing model and the following assumptions: stock price of $0.06 per share, exercise price of $0.40 per share, term of 5 years, expected volatility of 100%, and risk free interest rate of 2.43%).

General: We are a development stage technology business incorporated under the laws of the State of Nevada on September 12, 2006. Through a licensing agreement, we are currently manufacturing and marketing one product, an emissions reducing and fuel enhancing device called the ERD-2.0.

The mobile space we are focused on includes any transportation vehicle that utilizes an internal combustion engine, regardless of fuel source. Heavy emission emitters - trucks, ships and railway lines are being heavily penalized per government regulations and requirements by not meeting emission targets. Our ERD-2.0 has been proven reliable for a test period exceeding two years. These tests have demonstrated in proven third party results that our technology lowers emissions by a minimum of 10%, reduces fuel consumption, increases horsepower, improves engine life, reduces maintenance costs, and requires minimal driver maintenance and intervention.

-14-

~~Furthermore, millions~~Note ~~of existing high polluting trucks and trains will not be replaced or discarded with new low polluting and more fuel-efficient units anytime soon~~12. Commitments ~~The high emission output vehicles will be with us for years to come~~ and ~~these vehicles~~Contingencies need a lower cost solution to high gas prices and emission reduction without replacing the vehicle. We believe our ERD technology specifically responds to and provides relief to globally rising fuel costs.(continued)

~~License: We manufacture~~iv) ~~and~~Warrants ~~sell~~to ~~the~~purchase ~~ERD-2.0~~750,000 ~~pursuant~~shares toof athe ~~license~~Company’s ~~from~~common ~~China~~stock ~~Bright Technology~~at ~~Development~~an ~~Limited~~exercise ~~(“China~~price ~~Bright”),~~of a$1.00 ~~Chinese~~per ~~corporation~~share. ~~located in~~The ~~Hong~~warrants ~~Kong. We~~ have ~~the~~not ~~right~~been delivered to ~~use~~DC ~~all~~Consulting ofas ~~China~~at ~~Bright’s~~May ~~patent and~~31, ~~intellectual~~2010. ~~rights~~During ~~for~~ the ~~purpose~~year ofended ~~manufacturing~~February 28, ~~marketing~~2010, ~~and distributing~~$14,100 ~~products~~has ~~designed~~been tocharged ~~reduce~~as ~~gas~~"Consulting ~~emissions~~fees ~~by motor vehicles. The China Bright patents~~ and ~~intellectual~~services" ~~rights~~related ~~are~~to ~~directed at~~ the ~~use~~warrants ~~of hydrogen technology~~ to ~~reduce~~be ~~gas~~issued ~~emissions~~pursuant into ~~motor~~this ~~vehicles.~~paragraph, ~~The~~since ~~territory~~the toCompany ~~be covered~~is bycommitted per the ~~license~~agreement isto issue the ~~European~~warrants ~~Union~~(estimated ~~and~~using the ~~United~~Black-Scholes ~~States~~option ofpricing ~~America. The~~model ~~fee~~and ~~for~~ the ~~license~~following ~~is $3,500,000 payable as follows~~assumptions: ~~$300,000~~stock onprice ~~August~~of ~~13, 2008,~~ $~~1,000,000~~0.06 byper ~~December 31~~share, ~~2008;~~exercise ~~$1,000,000~~price byof ~~March 31, 2009; and,~~ $1~~,200,000~~.00 byper ~~August 31~~share, ~~2009.~~term Inof ~~addition~~5 ~~we are obligated to issue to China Bright~~years, anexpected ~~amount~~volatility of ~~common~~100%, ~~stock~~and ~~equal~~risk tofree ~~the~~interest ~~value~~rate of 602.43% ~~of our total outstanding common shares~~).

Onv) ~~July 10,~~An ~~2009,~~advisory wefee ~~amended the license agreement with the Licensor. The license agreement is amended to extend payment dates as follows: payment~~ of ~~$1,000,000 due~~7% ~~on December 31, 2008 extended to December 31, 2009; payment~~ of ~~$1,000,000 due~~the ongross ~~March~~proceeds ~~31, 2009 extended to March 31, 2010 and; payment~~ of ~~$1,200,000~~any ~~due on~~financing ~~August~~transaction ~~31,~~arranged ~~2009~~by ~~extended~~DC ~~to August 31, 2010~~Consulting.

d) On ~~December~~ 31August 19, 2009, the ~~agreement~~Company ~~with~~entered ~~China~~into ~~Bright~~a ~~was~~Loan ~~further~~Initiation ~~amended.~~Agreement ~~Pursuant to~~with ~~the~~Gold ~~amendment~~Spread ~~the~~Trading ~~$1,000,000~~Ltd. ~~payment~~(“Gold ~~due~~Spread”). onPursuant ~~December~~to ~~31, 2009 and~~ the ~~$500~~ agreement,~~000~~ ~~owing after signing of~~ the ~~first~~Company ~~amendment~~may ~~shall~~borrow beup ~~reduced~~ to $~~550~~100,000 ~~which~~ ~~shall~~from ~~represent~~Gold ~~payment~~Spread inuntil ~~full~~November of27, ~~these amounts~~2010. IfAs ~~$550,000~~a isone-time ~~not~~loan ~~paid in~~initiation ~~full~~fee, tothe ~~China~~Company ~~Bright~~issued ~~by January 14~~3, ~~2009~~000,000 ~~China~~restricted ~~Bright~~shares ~~shall~~of ~~have~~ the ~~right to~~Company’s ~~immediately~~common ~~terminate~~stock ~~the~~with ~~license~~a ~~agreement.~~fair Ifvalue ~~such~~of ~~payment~~$90,000 isto ~~made,~~Gold ~~China Bright~~Spread ~~will~~and ~~forgive~~recorded ~~the~~financing fees of $~~950~~90,000 ~~owed~~in by the ~~Company. At~~Statement ~~time~~ of ~~filing,~~ aOperations ~~third~~for ~~party~~the ~~had~~year ~~made~~ended ~~the~~February ~~$550~~28,~~000~~ on2010 ~~behalf~~upon execution of the ~~Company~~ contract. Refer to Note 9 (e).

~~Our~~e) ~~Product: The device~~On weAugust ~~are~~27, ~~developing~~2009, ~~manufacturing~~the ~~and~~Company ~~marketing~~entered into a Common Stock Purchase Agreement, ~~pursuant~~a toRegistration ~~our~~Rights ~~licensing agreement~~Agreement, isa Warrant Purchase Agreement, a Subscription Agreement and a Convertible Note Agreement (collectively the ~~Emission~~“Agreements”) ~~Reduction~~with ~~Device~~Bodie 2Investment Group Inc.0 (“~~ERD-2.0~~Bodie”). ~~The~~Pursuant ~~ERD-2.0~~to ~~is designed~~the ~~for~~agreement, ~~installation~~subject onto ~~all~~volume ~~vehicles~~limitations, ~~with~~the anCompany ~~internal~~has ~~combustion~~the ~~engine (“ICE”).~~right ~~The~~to ~~compact~~sell Bodie over a two year period up to $6,000,000 ~~self-contained~~of ~~ERD-2.0~~the ~~includes~~Company’s common stock at a ~~proprietary~~price ~~modular multiple~~per ~~cell~~share ~~Electrolyser~~equal ~~(creates~~to ~~electrolysis)~~90% ~~Unit~~of ~~for~~the anaverage ~~internal combustion~~of ~~engine~~the ~~that~~three ~~can~~lowest beclosing ~~retrofitted~~bids during the twenty days prior to ~~any~~the ~~type~~put date. The Company also has the right to sell $100,000 of ~~ICE~~convertible notes to ~~enhance~~Bodie. The closing date of the ~~combustion~~ ~~process~~agreement is the date Bodie advances the $100,000 ~~independent~~to the Company. In consideration for entering into the agreement, the Company issued to Bodie 3,000,000 restricted shares of the ~~fuel~~Company’s ~~used~~common ~~(gasoline~~stock with a fair value of $90,000 ~~diesel~~and recorded financing fees of $90,000 ~~ethanol~~upon ~~or propane/natural~~execution ~~gas)~~of the contract. The ~~ERD-2.0~~Company ~~product~~is ~~generates~~also ~~hydrogen~~to byissue ~~means~~on or before the closing date, Class A warrants to purchase 3,000,000 shares of ~~electrolysis.~~ ~~Water~~the ~~molecules~~Company’s ~~are~~common ~~spontaneously~~stock ~~split~~at ~~into~~an ~~hydrogen~~exercise price of $0.0001 for five years after issuance and ~~oxygen gases~~Class ofB ~~high~~Warrants ~~purity~~to purchase 6,000,000 ~~the~~shares ~~resulting~~of ~~gases~~common ~~can~~stock ~~then~~at bean ~~distributed~~exercise ~~according~~price of $0.01 for five years after issuance. Prior to ~~the~~ ~~user~~Bodie’s ~~requirements~~obligation to purchase any shares, the shares are to be registered in an effective registration statement filed with the SEC. Refer to Note 9 (f).

~~Specifically focused~~f) onOn ~~ICE~~September ~~integration~~1, 2009, the ~~ERD~~Company ~~unit~~entered ~~produces~~into ana ~~amalgamation~~consulting ofagreement ~~hydrogen and~~with ~~oxygen~~Global ~~gases,~~Eye ~~exclusively~~Professional Advisors Ltd. (“Global Eye”) for a period of twelve months expiring on ~~demand~~August 31, at2010. ~~miniscule~~Pursuant ~~pressure,~~to ~~only~~the ~~when~~terms of the ~~engine~~ isagreement, ~~operational. These~~Global ~~gases~~Eye ~~are~~will ~~transported~~continue to ~~the~~provide ~~engine where~~consulting ~~they~~services ~~are~~to ~~entirely~~facilitate ~~exhausted~~long inrange strategic planning, and to advise the ~~combustion~~Company ~~procedure. The ERD~~in ~~unit~~business ~~ameliorates~~and/or ~~engine~~financial ~~performance~~matters. ~~efficiency~~In byconsideration ~~generating~~for ~~augmented combustion~~services ofperformed ~~the~~to ~~air-fuel~~date ~~amalgam. The~~and ~~combustion~~for ~~intensity valuation~~entering ofinto the ~~hydrogen~~agreement isthe ~~not~~Company ~~viewed~~issued asGlobal ~~noteworthy~~Eye 2,000,000 ~~when~~restricted ~~contrasted~~shares ~~with~~of the ~~operational~~ ~~benefit~~Company’s ~~observed. The~~common ~~supplemental~~stock ~~hydrogen~~with ~~is functioning~~a asfair anvalue ~~octane~~of ~~adjunct. As well~~$60,000 on the ~~hydrogen~~closing ~~acts~~date asthat ~~a dissemination~~has ~~minimization~~been ~~factor~~charged into ~~regards~~"Consulting tofees ~~greenhouse~~and ~~gases~~services" ~~propagated~~during by the ~~combustion~~year ~~procedure~~ended February 28, 2010. Refer to Note 9 (g).

-15-

~~The~~Note ~~ERD 2~~12.0 Commitments ~~is engineered to operate in a modular format for greater efficiency. The ability to link units together contribute to our ability to service larger engines, obtain further fuel cost savings~~ and ~~greater~~Contingencies emission reduction, at the same time maintaining durability and overall quality. Our ERD-2.0 system offers a programmable controller with fault detection and provides extensive diagnostics, which allows the user to remotely monitor and measure performance of the ERD-2.0. The product has a two year warranty.(continued)

~~History: We have~~g) ~~invented~~On ~~and~~October ~~developed~~14, ~~over~~2009, the ~~last~~Company ~~five~~entered ~~years,~~into a ~~proprietary~~lease ~~process~~agreement ~~of hydrogen~~for ~~generation~~space ~~using~~in ~~environmentally~~Ontario ~~safe materials and techniques that can take place onboard the vehicle~~Canada. ~~Management~~ ~~believes~~The ~~that~~lease ~~the~~commenced ~~addition of this onboard hydrogen generating technology eliminates the need for hydrogen storage~~ on ~~the~~November ~~vehicle~~1, ~~potentially~~2009 ~~making~~for ~~the~~a ~~vehicle~~term ~~lighter~~of ~~and~~three ~~safer,~~years ~~and reducing~~ending ~~its reliance~~ on anOctober ~~infrastructure~~31, ~~to provide hydrogen~~2012.

~~There~~The ~~is a~~lease ~~great~~provides ~~deal~~for ofmonthly ~~interest~~rentals inranging ~~hydrogen-supplemented~~from ~~engines~~Cdn $4,414 ~~which~~(approximately ~~are~~$4,230 ~~considered to~~translated beat ~~environmentally~~the ~~friendly. These~~May ~~engines~~31, ~~create~~2010 ~~substantially less~~exchange ~~emissions~~rate) ~~than~~to ~~purely~~Cdn ~~fossil~~$4,743 ~~fuel~~(approximately ~~operated~~$4,545 ~~ICEs. It~~translated ~~has~~at ~~become apparent that human technological innovations and fossil fuel utilizing advancements are~~ the ~~basis~~May ~~of the majority of the increased heat-trapping gases~~31, ~~also~~ ~~known~~2010 asexchange ~~greenhouse gases (GHG~~rate). ~~Most~~ ~~industrialized~~Future ~~nations have~~non-cancellable ~~enacted~~lease ~~environmental~~payments ~~initiatives~~at ~~with~~May ~~a view to decreasing GHG~~31, ~~many~~2010 ~~of which~~ are ~~generated from fossil fuel emissions.~~:

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

Year Ending February 28	Amount
2011 - remainder	$	38,695
2012		53,268
2013		36,360
Total	$	128,323

Rent expense incurred during the period ended May 31, 2010 totaled $12,087.

On December 1, 2009, the Company entered into two consulting agreements. Under the agreements, the consultants shall provide maintenance and installation services in consideration for the issuance of a total of 2,000,000 common shares of the Company and reimbursement for reasonable travel and other related expenses. The Company issued a total of 2,000,000 restricted shares of common stock with a fair value of $20,000 on February 24, 2010 and at May 31, 2010, $10,000 was included in prepaid expenses and $5,000 has been reflected in “Consulting fees and services” for the three months then ended. The agreements will be in effect for a period of 12 months and may be terminated at any time. Refer to Note 9 (l).

On December 8, 2009, the Company entered into a consulting agreement. Under the terms of the agreement, the consultant shall provide advice and consulting services in consideration for the issuance of 200,000 common shares of the Company within 60 days after the execution of this agreement. The Company issued 200,000 restricted shares of common stock with a fair value of $3,000 on February 8, 2010 and at May 31, 2010, $1,500 was included in prepaid expenses and $750 has been reflected in "Consulting fees and services" for the three month period then ended. In addition, upon the implementation of an incentive stock option plan by the Company, the consultant will be eligible to receive stock options, the number to be determined by March 31, 2010. This agreement will be in effect for a period of 12 months and is renewable upon reasonable terms and conditions agreed to by the Company and the consultant. Refer to Note 9 (i). As of the date of issuance of these financial statements, the Company has not yet finalized the incentive stock option plan.

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Note 12. Commitments and Contingencies (continued)

On March 1, 2010, the Company entered into a consulting agreement with a former director and chief financial officer (to June 15, 2009). The consultant will provide business consulting services. If the consultant is materially involved in a completed transaction with a company introduced by the Company, the consultant will receive 5% of the total value of the transaction in the same ratio of cash and/or stock as the transaction. If the company is introduced by the consultant, the consultant will receive 8% of the total value of the transaction in the same ratio of cash and/or stock as the transaction. The agreement is for a term of six months. On March 15, 2010, the Company issued the consultant 3,500,000 restricted shares of common stock with a fair value of $70,000 as a fee upon execution of the agreement. At May 31, 2010, $35,000 was included in prepaid expenses. Refer to Note 9 (m).

On March 31, 2010, the Company entered into a public relations and corporate communications agreement with a consulting firm. Either party may terminate the agreement on 30 days written notice to the other party. The agreement is for a term of six months. On March 31, 2010, the Company issued 3,000,000 restricted shares of common stock with a fair value of $45,000. At May 31, 2010, $30,000 was included in prepaid expenses. Refer to 9 (p).

On March 15, 2010, the Company entered into a technical agreement with a firm to retain qualified technicians to perform maintenance and installation services for the Company. The agreement is for a term of twelve months. On March 15, 2010, the Company issued 2,000,000 restricted shares of common stock to the technician with a fair value of $40,000. At May 31, 2010, $31,667 was included in prepaid expenses. Refer to 9 (o).

Note 13. Warrants to Purchase Common Stock

A summary of warrant activity for the year ended February 28, 2010 and for the three months ended May 31, 2010 is as follows:

Outstanding at February 28, 2009	308,000
Granted and issued	2,026,667
Exercised	–
Forfeited/cancelled/expired	(334,667	)
Outstanding at February 28, 2010	2,000,000
Granted and issued	–
Exercised	–
Forfeited/cancelled/expired	–
Outstanding at May 1, 2010	2,000,000

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Note 13. Warrants to Purchase Common Stock (continued)

Warrants outstanding at May 31, 2010 consist of:

Date Granted	Number Outstanding		Number Exercisable		Exercise Price		Expiration Date

November 1, 2009		500,000		500,000	$	0.05	November 1, 2010 (exercise price is $0.10 per share after November 1, 2010)
July 22, 2009		750,000		750,000	$	0.40	July 22, 2014
July 22, 2009		750,000		750,000	$	1.00	July 22, 2014
Total		2,000,000		2,000,000

Note 14 Fair Value Measurements

ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

Fair Value Hierarchy

ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 establishes three levels of inputs that may be used to measure fair value.

Level 1

Level 1 applies to assets and liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment.

Level 2

Level 2 applies to assets and liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance:

Determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment.

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Note 14. Fair Value Measurements (continued)

Level 3

Level 3 applies to assets and liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity.

Pursuant to ASC 825, the fair value of our cash equivalents (when existing) is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. At May 31, 2010 and February 28, 2010, we had no assets or liabilities measured at fair value on a recurring basis.

Note 15. European Distribution Agreement

On August 27, 2008, the Company entered into a distribution agreement with Technical Environmental Solutions Europe, Ltd. ("TESEL") whereby the Company granted TESEL the sole and exclusive right to market, sell and distribute Company products to its clients and dealers in the European Union, including Turkey. The agreement, which commenced immediately, will remain in effect until terminated by TESEL or the Company, as permitted by the agreement. The agreement provides that the Company be capable of delivering a minimum number of manufactured units a month based on receiving reasonable notice and allows the Company to set new prices on products purchased, with limitations for the first 6 months. The agreement provides for penalties to be imposed on TESEL for distribution of Company competitor products. The agreement, which expires in 5 years, is automatically renewable if the distributor has met defined sales targets. The agreement also provides for TESEL to receive a portion of environmental credits generated in its territory.

Note 16. Subsequent Events

On June 2, 2010, the Company issued a total of 7,500,000 restricted shares of common stock to the three holders of the $550,000 convertible note in satisfaction of a total of $300,000 of the note payable representing a conversion price of $0.04 per share on the conversion date. Subsequent to May 31, 2010, the Company re-negotiated the payment terms with the lenders. The parties have agreed to defer the quarterly interest payments due at the end of March, June, September, and December 2010 to December 31, 2010 and increase the interest rate from 5% per annum to 8% per annum. Refer to Note 6.

b)	On July 2, 2010, the Company issued a total of 1,666,667 restricted shares of common stock to Gold Spread Trading Ltd. in exchange for the cancellation of the $50,000 loan. Refer to Note 6.

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Note 16. Subsequent Events (continued)

On July 6, 2010, the Company issued a total of 500,000 restricted shares of common stock to three individuals pursuant to a consulting agreement dated July 1, 2010. The consulting agreement has a term of 60 days and provides for the provision of investor relations and public relations services to the Company for compensation, in addition to the 500,000 restricted shares, of $7,000 per month payable in cash or common stock (based on the closing price of the stock on the dates that the payments are due).

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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

The Company’s current activities include sales of its products, marketing, capital formation, research and development, and building infrastructure. The Company incurred a loss of $215,343 for the quarter ended May 31, 2010 and had an accumulated deficit of $4,586,425 since inception. The Company’s ability to continue as a going concern is uncertain. While management of the Company believes that the Company will be successful in its current and planned operating activities, there can be no assurance that the Company will be successful in the achievement of sales of its products that will generate sufficient revenues to earn a profit and sustain the operations of the Company. The Company also intends to conduct additional capital formation activities through the issuance of its common stock and loans.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established sufficient sources of revenues to cover its operating costs and expenses. As such, it has incurred an operating loss since inception. Further, as of May 31, 2010 and as of May 31, 2009, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

We are actively pursuing financing options.

Our Business

The License: We manufacture and sell the ERD-3.0 pursuant to a license from China Bright Technology Development Limited (“China Bright”), a Chinese corporation located in Hong Kong. We have the right to use all of China Bright’s patent and intellectual rights for the purpose of manufacturing, marketing, and distributing products designed to reduce gas emissions by motor vehicles. The China Bright patents and intellectual rights are directed at the use of hydrogen technology to reduce gas emissions in motor vehicles. The territory to be covered by the license is the European Union and the United States of America. The price for the license was $3,500,000, payable as follows: $300,000 on August 13, 2008; $1,000,000 by December 31, 2008; $1,000,000 by March 31, 2009; and, $1,200,000 by August 31, 2009. The License Agreement provides that if the $1,200,000 payment is made, the Company is to issue the Principal an amount equal to the value of 60% of the Company’s issued and outstanding common shares by way of allotment and issuance to the Principal of 43,470,000 of the Company’s common shares representing 60% of the total issued and outstanding shares of the Company as at such time, as soon as the License Price is met in accordance with all applicable laws. The Company must also use its best efforts to provide $3,500,000 of funding for business development payable on the same schedule as the license fee payments noted above. The Company must also use its best efforts to fund a $2,000,000 product and investor awareness marketing campaign through the issuance of shares.

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

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

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

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

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

1.	$500,000 payable on August 9, 2009,; and

2.	$300,000 payable on August 31, 2010.

On December 31, 2009, the Company entered into amendment no. 2 to the License Agreement. Pursuant to this amendment, the $1,000,000 due December 31, 2009 and the $500,000 due August 9, 2009 (of the $4,000,000 total due to the Licensor of the License Agreement at December 31, 2009) was reduced to a total of $550,000 due January 14, 2010. If the Company failed to make the $550,000 payment to Licensor by January 14, 2010, Licensor would have had the right to immediately terminate the license agreement. The $550,000 was paid on January 14, 2010 by a third party on behalf of the Company.

Our Product: We have developed a proprietary process of hydrogen generation using environmentally safe materials and techniques that can take place onboard a vehicle. Management believes that the addition of this onboard hydrogen generating technology eliminates the need for hydrogen storage on the vehicle, potentially making the vehicle lighter and safer, and reducing its reliance on an infrastructure to provide hydrogen.

The Emission Reduction Device 3.0 (“ERD-3.0”) is designed for installation on all vehicles with an internal combustion engine (“ICE”). The compact, self-contained ERD-3.0 includes a proprietary modular multiple cell Electrolyser (creates electrolysis) Unit for an internal combustion engine that can be retrofitted to any type of ICE to enhance the combustion process, independent of the fuel used (gasoline, diesel, ethanol or propane/natural gas).

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

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The ERD 3.0 is engineered to operate in a modular format for greater efficiency. The ability to link units together contribute to our ability to service larger engines, obtain further fuel cost savings and greater emission reduction, at the same time maintaining durability and overall quality. Our ERD-3.0 system offers a programmable controller with fault detection and provides extensive diagnostics, which allows the user to remotely monitor and measure performance of the ERD-3.0. The product has a two year warranty.

The mobile space we are focused on includes any transportation vehicle that utilizes an internal combustion engine, regardless of fuel source. Heavy emission emitters - trucks, ships and railway lines are being heavily penalized per government regulations and requirements by not meeting emission targets. Our ERD-3.0 has been proven reliable for a test period exceeding two years. These tests have demonstrated in proven third party results that our technology lowers emissions by a minimum of 8%, reduces fuel consumption, increases horsepower, improves engine life, reduces maintenance costs, and requires minimal driver maintenance and intervention.

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

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

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

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

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

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

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

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

The tests further established that our ERD improves fuel economy and reduces carbon monoxide and hydrocarbon emissions.

Real-World Pilot Testing: In early summer 2008, we installed our ERD units in transportation vehicles in the United Kingdom and France. Testing, verification and validation of the efficacy of the ERD technology on European transportation engines ~~remains~~is ~~ongoing~~nearing completion and is expected to complete in ~~late~~the ~~first~~next quarter ~~of 2010~~.

~~Manufacturing: We are currently manufacturing the ERD 2.0 in Tianjin, China. We believe there are a number of manufacturers who are capable of manufacturing a product similar to the ERD.~~-23-

~~Our~~ Manufacturing: Our ERD-23.0 is assembled by Tianjin Shenma Science and Technology Development Company Ltd. (“Tianjin”) located in Tianjin, China pursuant to a verbal agreement. Tianjin obtains the parts required to manufacture our ERD-23.0 from various parts manufacturers throughout China, however, Tianjin is not dependent on a particular vendor, as the parts are generic and available from multiple parts supply sources. Our manufacturing operations are not dependent on us sourcing high quality electronic and mechanical components from reliable and timely suppliers. We design our product so as not to be dependent on the continuing availability of specialty parts or processes.

We also have a verbal agreement with Tianjin to lease a 4,000 square foot facility in Tianjin, China, for the manufacture of our ERD technology. The maximum production capacity for the facility is expected to be 1,050 units per month. ~~With additional investment in assembly stations and machines, the Company believes it can increase the monthly production capacity if required to meet the needs of its future customers.~~

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

Planning and Implementation: Our main focus is on the commercial sale of our ERD-2.0 units and further developing our technology for use as an onboard power source for ICEs.

The following activities are planned and are expected to take up to nine months based on financing:

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1. Complete third party testing in England and France and commencement of commercial sales of ERD units throughout Europe in the second quarter 2010.

2. Commence ERD-2.0 testing in California and various other states with alternative energy technology incentives in the second quarter 2010.

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

GreenChek’s primary market for the ERD-2.0 is on those who want to reduce their cost of fuel, as well as GHGs and particulate matter. Our strategy is to provide a product that achieves these goals and provides a return on purchaser’s investment. We believe there is a great demand for our ERD technology regardless of fuel source and prices.

Marketing and Distribution

Europe: On August 27, 2008, we entered into a distribution agreement with Technical Environmental Solutions Europe, Ltd. ("TESEL") whereby we granted TESEL the sole and exclusive right to market, sell and distribute Company products to its clients and dealers in the European Union, including Turkey. The agreement, which commenced immediately, will remain in effect until terminated by TESEL or us, as permitted by the agreement. The agreement provides that we must be capable of delivering a minimum number of manufactured units a month based on receiving reasonable notice and allows us to set new prices on products purchased, with limitations for the first 6 months. The agreement provides for penalties to be imposed on TESEL for distribution of Company competitor products. The agreement, which expires in 5 years, is automatically renewable if the distributor has met defined sales targets. The agreement also provides for TESEL to receive a portion of environmental credits generated in its territory.

We have secured distribution partners in Europe, such as Technical Environment Solutions Ltd. (“TESEL”), who have the financial resources and marketing ability to attract customers throughout the European Union. TESEL is a large, European-based sale and distribution company, with extensive worldwide experience in environmental technologies and their applications. TESEL specializes in emissions reduction technologies and will assist GreenChek to achieve the commercialization of the ERD-2.0 in Europe. Through our relationship with TESEL, we ~~have~~are ~~begun~~in discussions with some of the world’s largest transportation companies as well as German, Irish and Slovakian companies to distribute and sell our ERD-23.0 units. We ~~anticipate~~ ~~commencing~~have ~~product~~begun ~~sales~~our incommercial ~~Europe~~sales inthis ~~the~~quarter ~~second~~ended ~~quarter~~May of 31, 2010 by selling 2 units to an Irish transportation company.

North America: In December 2009, we entered into a twelve (12) month contract with a private Arizona company that has extensive knowledge and experience in the regulatory environment of the United States and, in particular, regarding rules and regulations of certifying and/ verifying emissions reduction technologies through various United States governmental agencies. Under the terms of this contract, GreenChek will be actively assisted through the verification process for its ERD technology in the State of California and various other states with alternative energy technology incentives. Furthermore, we will be implementing a long term marketing and sales strategy that is aimed at achieving commercialization of the ERD technology in Mexico, Central America and South America. In consideration, we issued 200,000 shares of common stock to the consultant and agreed to agree on certain milestones for additional option shares. Through this agreement, we have begun discussions with distribution, as well as transportation companies in India, Central America and Africa.

~~Currently, we~~China: Subsequent ~~market our ERD-2.0 only in Europe however, subsequent~~ to the ~~third~~ quarter ~~ending~~ ~~November~~ended 30May 31, ~~2009~~2010, we entered into a ~~twelve~~Letter ~~(12)~~of ~~month~~Intent ~~contract~~ with ~~an Arizona company (“AZCO”) in December 2009. AZCO is~~ a ~~private~~Hong Kong company ~~with~~ ~~extensive~~which ~~knowledge~~we ~~and~~expect ~~experience~~to inresult ~~the regulatory environment of the United States and,~~ in ~~particular,~~a ~~regarding~~purchase ~~rules~~order and regulations of certifying and/ verifying emissions reduction technologies through various United States governmental agencies. Under the terms of this contract, AZCO is to assist GreenChek through the verification process for ~~its~~15 ERD ~~technology in the State of California and various other states with alternative energy technology incentives~~-3. ~~Furthermore,~~0 AZCO is to research and implement a long term marketing and sales strategy that is aimed at achieving commercialization of the ERD technology in North America, Mexico, Central America and South Americaunits.

~~China~~-24-

~~We are~~ ~~actively~~Patents ~~in discussions with various Chinese companies to market~~ and ~~distribute our ERD-2.0~~Trademarks

~~GreenChek is~~We ~~continuing~~own tono ~~identify,~~patents ~~qualify~~or ~~and establish direct dealers, distributor arrangements and agents to market our product~~trademarks.

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

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

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We also compete with corporations that are building other types of fuel cells. These include phosphoric acid fuel cells, molten carbonate fuel cells, solid oxide fuel cells and alkaline fuel cells are generally thought to have viable commercial potential. These fuel cells can be differentiated in regard to cell materials and temperature while operating. While all fuel cell types have probable environmental and efficiency advantages over traditional power sources, we believe that our ERD-2.0 is ready for immediate commercialization in mobile transportation sector, does not require hydrogen storage, and can be manufactured less expensively and is more efficient and more practical in mobile and stationary applications than our competition.

Lastly, with millions of transportation trucks throughout Europe, North America and Asia, we believe there is ample market for a proven product such as our ERD-2.0.

Patents and Trademarks: We currently own no patents or trademarks but we have begun the process of patenting the unique aspects of our technology.

Limited Operating History and Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We have just ~~started~~completed our ~~current~~second year of development operations and have ~~not generated~~just ~~any~~begun to generate revenues from our activities. WeIn ~~cannot~~March ~~guarantee~~2010, we ~~will~~sold ~~be successful~~2 ERD-3.0 units to an Irish transportation company through our distribution partner in Europe. Subsequent to our quarter ended May 31, 2010, we entered into a Letter of Intent with a Hong Kong company which we expect to result in a purchase order for 15 ERD-3.0 units. Although we expect to generate more revenues from our business activities, there is no guarantee we will be successful. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in manufacturing our product, and possible cost overruns due to price and cost increases in parts and services. Because we have no operating history we cannot reliably forecast our future operations.

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

In the short term, we require additional funding for legal and auditing fees ~~for preparation and filing of our registration statement~~, manufacturing costs of our ERD-23.0, accounts payables and general operating expenses.

To become profitable and competitive, we must sell a sufficient number of ERD-23.0 units to generate substantial revenues and profits.

We have no assurance that ~~short term~~ financing will be available to us on satisfactory terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities. Equity financing could result in additional dilution to existing shareholders.

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Results of Operations

Net Loss. We incurred a net loss of $1215,~~090~~343 for the quarter ended May 31,~~689~~ 2010, orcompared to a net loss of $0138,121 for the quarter ended May 31, 2009.04 ~~per~~This ~~share~~was mainly due to an increase of $84,731 in consulting fees and services in which, for the ~~nine~~quarter ~~months~~ended May 31, 2010 was $99,731 and for the quarter ended ~~November~~May 3031, 2009 was $15,000. ~~compared~~Also, togeneral aand ~~net~~administrative ~~loss~~expenses ofincreased by $322,~~455~~770 in which,~~485~~ for the quarter ended May 31, or2010 was $~~0.06~~63,957 ~~per~~and ~~share~~for the quarter ended May 31, 2009 was $41,187. These increases for the ~~nine months~~period ended ~~November~~May 3031, ~~2008~~2010 were associated with an increase in the Company’s activities such as investor relations services and business advisory services. We ~~had~~have incurred losses since inception and had a working capital deficiency of $42,~~523~~774,~~958~~881 ~~through~~at ~~November~~May 3031, ~~2009~~2010.

Our ability to achieve profitable operations depends on developing revenue through the sale and distribution of our ERD-23.0 product both domestically and abroad. Our expectations are that we will not begin to show profitable operating results ~~before~~ ~~the~~until ~~end of~~ our next fiscal year.

~~Operating Expenses. We incurred operating expenses of $87,255 for the quarter ended November 30, 2009, compared to operating expenses of $127,012 for the quarter ended November 30, 2008.~~-25-

Operating Expenses. We incurred operating expenses of $165,838 for the quarter ended May 31, 2010, compared to operating expenses of $78,171 for the quarter ended May 31, 2009. Operating expenses for the quarter ended May 31, 2010 included i) $63,957 in general and administrative expenses; ii) $99,731 in consulting fees and services and; iii) $2,150 in research and development.

For the quarter ended May 31, 2010, we have seen our European pilot projects to their near completion phase. We have sold 2 of our ERD-3.0 units to a transportation company in Ireland. We expect to generate more revenues through the sale of our units.

Liquidity and Capital Resources

AsCash ~~of November~~on ~~30,~~hand ~~2009,~~as weof ~~had~~July ~~cash~~15, of2010 is $~~5,503~~-0-. Net ~~loss~~cash used for ~~the~~operating ~~nine~~activities ~~months ended November 30, 2009~~ was $157,~~090,689,~~881 ~~compared to $3,455,485~~ for the ~~nine~~quarter ~~months~~ ended ~~November~~May 3031, ~~2008.~~2010 ~~The~~compared ~~difference~~to ~~was~~operating ~~mainly~~activities ~~due~~of to$55, a496 ~~provision~~ for ~~impairment~~ of the ~~China~~quarter ~~Bright~~ended ~~license~~May ~~costs~~31, ~~which~~2010. inWe ~~the~~anticipate ~~nine~~that ~~months~~overhead ~~ended November~~costs ~~30,~~will ~~2009~~increase ~~was~~in $0the ~~compared~~near toterm ~~$3,081,184~~as ~~for~~we ~~the~~increase ~~nine~~our ~~months~~inventory ~~ended November~~to ~~30,~~manufacture ~~2008~~the ERD-3.0 units.

~~Net~~Cash ~~cash~~ used ~~for~~in ~~operating~~investing activities was $~~135,469~~-0- for the ~~nine~~quarter ~~months~~ ended ~~November 30~~May 31, ~~2009~~2010 ~~compared~~and ~~to operating activities of~~ $~~133~~3,~~496~~927 for the ~~nine~~purchase ~~months~~of ~~ended November~~new ~~30,~~computers ~~2008.~~for ~~We anticipate that overhead costs will increase in~~ the ~~near term~~quarter asended weMay ~~continue~~31, ~~to implement our operating strategy~~2009.

~~On September~~Cash ~~17,~~flows ~~2008~~provided weby ~~sold~~financing ~~400,000~~activities ~~units~~accounted tofor ~~Noya Management Corp. in consideration of~~ $~~300~~58,~~000.~~271 ~~Each~~for ~~unit~~the ~~consisted~~quarter ofended ~~one~~May ~~share~~31, of2010 ~~common~~compared ~~stock and one warrant. Each warrant allowed Noya Management Corp.~~ to ~~purchase~~financing ~~one additional~~activities ~~share~~ of ~~common stock at a price of~~ $~~0.75 per share. As of the date hereof~~65,242 nofor ~~warrants have been exercised. The Units were sold to Noya Management Corp. pursuant to~~ the ~~exemption~~quarter ~~from~~ended ~~registration~~May ~~contained~~31, ~~in Regulation S of the Securities Act of 1933~~2009. ~~The transaction took place outside the United States and Noya Management Corp. is a non-US person.~~

~~On November~~ Limited 1, 2009, we entered into a loan agreement with an investor for a loan of up to $50,000. The loan is non interest bearing and due on April 30, 2010. Pursuant to the loan agreement we have agreed to issue 500,000 common share purchase warrants exercisable for two years at an exercise price of $0.05 for the first year and $0.10 for the second year. We have used these proceeds to make technical advancements to our ERD product, secure a lease on our new warehouse facility in Ontario, Canada and accounts payable.Capital

~~Cash flows~~We ~~used~~are bycurrently ~~investing~~in ~~activities~~discussions ~~were~~with $investors to raise the funds necessary to manufacture the ERD-3.0 units and continue our business activities. At the present time,~~927~~ we have no commitments for ~~the~~any ~~period~~additional ~~ended~~financing, ~~November~~and 30there can be no assurance that, ~~2009~~ if needed, additional capital will be available to use on commercially acceptable terms or at all. Our failure to raise capital as needed would significantly restrict our growth and ~~$-0-~~hinder ~~for~~our ~~the~~ability ~~period~~to ~~November~~compete. 30We may need to curtail expenses, ~~2008~~and forgo business opportunities. Additional equity financings are likely to be dilutive to holders of our common stock and debt financing, if available, may involve significant payment obligations and covenants that restrict how we operate our business. If we are unable to secure funds to finance our operations, we may examine other possibilities, including, but not limited to, mergers or acquisitions.

~~Cash flows~~Management ~~provided~~believes bythe ~~financing~~ability ~~activities~~of ~~accounted~~the ~~for~~Company ~~$144,508~~to ~~for~~continue ~~the~~as ~~nine months~~a ~~ended~~going ~~November 30~~concern, ~~2009~~earn ~~compared~~revenues toand ~~financing~~achieve ~~activities~~profitability ofis ~~$133,901~~highly ~~for the~~dependent ~~nine~~on ~~months~~a ~~ended~~number ~~November~~of 30factors including, ~~2008. These~~but ~~cash~~not ~~flows~~limited ~~were related~~ to: ~~the~~our i)ability ~~proceeds~~to ~~from~~improve ~~sale~~and ofcontinue ~~our~~to ~~common~~manufacture ~~stock,~~our ~~which~~product; ~~for~~obtain ~~the~~sufficient ~~period ending~~financing; ~~November~~market ~~30,~~our ~~2009~~product; ~~was $17,050~~ and ~~$189,900~~to ~~for~~fulfill ~~the~~current ~~period~~or ~~ending~~future ~~November 30,~~purchase ~~2008;~~orders. To ~~ii)~~the ~~purchase~~end of ~~treasury~~the ~~stock~~calendar ~~which~~year, ~~was~~operations ~~$-0-~~are ~~for~~dependent ~~the~~on ~~period~~securing ~~ending November~~financing ~~30,~~of ~~2009~~approximately ~~and~~ $~~100~~500,000. ~~for~~For the ~~period~~next year ending ~~November~~February 3028, ~~2008; iii) expenses paid by related parties: $83~~2011,~~827~~ ~~for~~our ~~November~~goal ~~30,~~is ~~2009 compared~~ to ~~$44,001~~ ~~for~~sell ~~November~~a ~~30,~~minimum ~~2008~~of ~~and;~~300 ~~iv)~~ERD-3.0 ~~proceeds~~units. Assuming ~~received~~this ~~from~~sales alevel ~~private~~is ~~investor of $43~~achieved,~~631~~ ~~for~~we ~~the~~expect ~~period~~that ~~ending~~we ~~November~~could ~~30,~~turn ~~2009~~cash ~~and~~flow ~~$-0-~~positive ~~for the comparative period~~ in ~~2008~~early 2011.

-20-

We are currently in discussions with investors to raise the funds to optimally finance our operations. At the present time, we have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to use on commercially acceptable terms or at all. Our failure to raise capital as needed would significantly restrict our growth and hinder out ability to compete. We may need to curtail expenses, and forgo business opportunities. Additional equity financings are likely to be dilutive to holders of our common stock and debt financing, if available, may involve significant payment obligation and covenants that restrict how we operate our business.

If we are unable to secure funds to finance our operations, we may examine other possibilities, including, but not limited to, mergers or acquisitions.

Management believes the ability of the Company to continue as a going concern, earn revenues and achieve profitability is highly dependent on a number of factors including, but not limited to: our ability to improve and continue to manufacture our product; obtain sufficient financing; market our product; and to secure agreements with distributors to distribute a sufficient quantity of our ERD-2.0 product. In 2010 our goal is to sell a minimum of 500 ERD 2.0 units. Assuming this sales level is achieved, we could turn cash flow positive in early 2011.

Subsequent Events

~~In December~~On ~~2009~~June 2, 2010, the Company ~~entered~~issued ~~into~~ a ~~twelve~~total ~~month~~of ~~Consulting~~7,500,000 ~~Agreement. Under~~restricted shares of common stock to the ~~terms~~three holders of the ~~agreement~~$550,000 ~~the~~convertible ~~Consultant~~note ~~shall~~in ~~provide~~satisfaction ~~advice~~of ~~and consulting~~a ~~services~~total inof ~~respect~~$300,000 toof the ~~ERD-2.~~note payable representing a conversion price of $0.04 ~~technical~~per ~~product~~share ~~and~~on ~~assisting~~ the ~~Company~~conversion indate. ~~becoming~~Subsequent ato ~~verified~~the ~~technology~~period ~~under~~ended ~~California~~May ~~law~~31, ~~and~~2010, the ~~laws and~~Company ~~rules~~has ~~administered~~re-negotiated by the USpayment ~~Environmental~~terms ~~Protection~~with ~~Agency~~the lenders. ~~As compensation~~The ~~for~~parties ~~these~~have ~~services~~agreed to defer the ~~Company~~quarterly ~~shall~~interest ~~issue~~payments ~~200~~due at the end of March,~~000~~ ~~restricted shares~~June, ~~within~~September, 60and ~~days~~December ~~after~~2010 to December 31, 2010 and increase the ~~execution~~interest ofrate ~~this~~from ~~agreement~~5% per annum to 8% per annum.

-26-

On July 2, 2010, the Company issued a total of 1,666,667 restricted shares of common stock to Gold Spread Trading Ltd. in exchange for the cancellation of the $50,000 loan that was due on April 30, 2010.

Off-Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.

AsITEM of3. ~~the date~~QUANTITATIVE ofAND ~~this~~QUALITATIVE ~~report,~~DISCLOSURES weABOUT ~~have~~MARKET ~~yet to generate any revenues from our business activities~~RISK.

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

WeITEM ~~have no~~4. ~~off-balance~~CONTROLS ~~sheet~~AND ~~arrangements~~PROCEDURES.

~~Item~~Under 3the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report.~~Quantitative~~ Based on that evaluation, the Principal Executive Officer and ~~Qualitative Disclosures~~Principal ~~About~~Financial ~~Market~~Officer ~~Risk~~have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended May 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

APART ~~smaller reporting~~II. ~~company,~~OTHER ~~as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.~~INFORMATION

~~Item 4(T)~~ITEM 1. ~~Controls~~ LEGAL ~~and Procedures~~PROCEEDINGS.

~~Evaluation~~We know of ~~Disclosure~~no ~~Controls~~material, ~~and Procedures~~existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive officer and principal financial officer has reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-~~15(e) and 15d~~27-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and has concluded that the disclosure controls and procedures are not effective because of deficiency in financial reporting/closing; i.e. adjustments discovered resulting from the review. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive officer and principal financial and accounting officer.

~~-21-~~ITEM 1A. RISK FACTORS.

~~Changes in~~We ~~Internal~~are ~~Controls~~a ~~over~~smaller ~~Financial~~reporting ~~Reporting~~company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

~~There have~~ITEM ~~been~~2. UNREGISTERED noSALES ~~changes~~OF inEQUITY ~~the~~SECURITIES ~~Company's~~AND ~~internal~~USE ~~control~~OF over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reportingPROCEEDS.

~~PART II~~On March 15, 2010, the Company issued a consultant 3,500,000 restricted common shares as a fee upon execution of a business advisory agreement.

~~OTHER INFORMATION~~On March 15, 2010, 1,625,000 restricted shares were issued as payment in full of a $32,500 loan to Gold Spread, pursuant to the loan agreement signed on January 1, 2010.

~~Item 1~~On March 15, 2010, 2,000,000 restricted shares were issued to a technician with a fair value of $40,000 pursuant to a technical consulting agreement. ~~Legal Proceedings.~~

~~There~~On ~~are no~~March ~~pending~~30, ~~legal proceedings to which the Company is a party or in which any director~~2010, ~~officer or affiliate of the Company~~3,000,000 ~~any~~restricted ~~owner~~shares ofwere ~~record~~issued ~~or beneficially~~to ofEquiti-Trend ~~more than 5% of any class of voting securities of the Company~~Advisors, or ~~security~~LLC ~~holder~~pursuant ~~is a party adverse~~ to ~~the Company or has~~ a ~~material~~public ~~interest adverse~~relations toand ~~the~~communications ~~Company.~~services ~~The Company’s property is not the subject of any pending legal proceedings~~agreement.

~~Item 1A. Risk~~On ~~Factors~~May 3, 2010, the Company issued 625,000 restricted shares of common stock to DC Consulting for services rendered for the quarterly period ended April 30, 2009.

~~None~~Subsequent to the quarter ended May 31, 2010, on June 2, 2010, the Company issued a total of 7,500,000 restricted shares of common stock to the three holders of the $550,000 convertible note in satisfaction of a total of $300,000 of the note payable representing a conversion price of $0.04 per share on the conversion date.

~~Item~~ Subsequent to the quarter ended May 31, 2010, on July 2~~. Unregistered~~, ~~Sales~~2010, the Company issued a total of ~~Equity~~ ~~Securities~~1,666,667 ~~and~~restricted ~~Use~~shares of ~~Proceeds~~common stock to Gold Spread Trading Ltd. in exchange for the cancellation of the $50,000 loan that was due on April 30, 2010.

~~Unregistered Sales~~Subsequent to the quarter ended May 31, 2010, on July 6, 2010, the Company issued a total of ~~Equity~~500,000 ~~Securities~~restricted shares of common stock to three individuals pursuant to a consulting agreement dated July 1, 2010.

OnITEM ~~July 30,~~3. DEFAULTS ~~2009,~~UPON weSENIOR ~~issued 1,866,666 shares to DC Consulting LLC~~SECURITIES.

Purchases of equity securities by the issuer and affiliated purchasers

None.

~~Item 3~~ITEM 4. ~~Defaults~~[REMOVED ~~Upon~~AND ~~Senior Securities~~RESERVED].

~~None.~~ -28-

~~Item 4~~ITEM 5. ~~Submission~~ ofOTHER ~~Matters to a Vote of Security Holders.~~INFORMATION

~~There~~On ~~was no~~May ~~matter~~14, ~~submitted~~2010, the Company cancelled 35,000,000 shares of common stock held by the former President of the Company pursuant to a ~~vote~~Return to Treasury Agreement. On October 21, 2008, the Company entered into a Return to Treasury Agreement with Pardeep Sarai, former majority stockholder and chief executive officer of ~~security~~the ~~holders~~Company ~~during~~(“Sarai”), whereby the ~~three~~Company ~~months~~agreed ~~ended November~~to purchase 35,000,000 shares of the Company's common stock owned by Sarai for $100,000. Pursuant to this agreement, the Company paid $75,000 to Sarai on October 21, 2008. The agreement provided that the 35,000,000 shares were to be returned to Sarai if the Company failed to pay the remaining $25,000 to Sarai by March 1, 2009 (which date was extended to June 30, 2009 under an Amendment to Agreement dated May 19, 2009 between the Company and Sarai and further extended under a verbal agreement) or if certain transactions contemplated by the License Agreement did not occur. On May 14, 2010, pursuant to another Amendment to Agreement dated October 21, 2008, the Company issued a $25,000 promissory note (interest at 11% and due May 13, 2011) to Sarai who surrendered 35,000,000 shares to the Company upon the issuance of the May 14, 2010 promissory note.

~~Item 5~~ITEM 6. ~~Other Information~~ EXHIBITS.

~~None~~The following documents are included herein:

-22-

Exhibit No.	Document Description
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~Item 6. Exhibits~~-29-

Exhibit No.		Description
10.1		Lease Agreement dated as of October 14, 2009 by and between GreenChek Technology Inc., Ellenhall Construction Limited and Drago Goricanec
10.2		Amendment No. 2 to License Agreement as of December 31, 2009 by and among Greenchek Technology Inc. and China Bright Technology Development Limited and Lincoln Park
31.1		Rule 13a-14(a)/15d14(a) Certification of Lincoln Parke, the principal executive officer and principal financial officer (attached hereto)
32.1		Section 1350 Certification of Lincoln Parke, the principal executive officer and principal financial officer (attached hereto)

SIGNATURES

~~In accordance~~Pursuant ~~with~~ to the requirements of the Securities Exchange Act, ~~the~~of ~~registrant~~1934, ~~caused~~ this report tohas bebeen signed onbelow ~~its~~by the following person on behalf byof the ~~undersigned,~~Registrant ~~thereunto~~and ~~duly authorized~~in the capacities on this 20th day of July, 2010.

	GREENCHEK TECHNOLOGY INC.
Dated: January 19, 2010	By:	/s/ Lincoln Parke
		Name: Lincoln Parke
		Title: President and Treasurer (Principal Executive, Financial and Accounting Officer)

	GREENCHEK TECHNOLOGY, INC.
	(Registrant)

	BY:	/s/ Lincoln Parke
		Lincoln Parke
		President, Secretary, Treasurer, Principal executive and financial officer

~~-23-~~In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date

/s/ Lincoln Parke	Director	July 20, 2010
Lincoln Parke

/s/Andrew Chen	Director	July 20, 2010
Andrew Chen

/s/ Xin Wang	Director	July 20, 2010
Xin Wang

-30-

EXHIBIT INDEX

Exhibit No.	Document Description
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filing Compare · GreenChek Technology Inc.