GreenChek Technology (GCHK) 10-Q 2009 Q3 Quarterly report

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 NOVEMBER 30, 2008 

OR 

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

         EXCHANGE ACT OF 1934 

Commission file number000-53269

GREENCHEK TECHNOLOGY INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

101 California Street, Suite 2450
San Francisco, CA 94111
(Address of principal executive offices, including zip code.)

(888) 775-7579
(telephone number, including area code)

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

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

Large Accelerated Filer	[   ]	Accelerated Filer	[   ]
Non-accelerated Filer	[   ]	Smaller Reporting Company                      [X]

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 64,261,333 as of January 19, 2009.

PART I – FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

GreenChek Technology Inc.
(formerly Ridgestone Resources, Inc.)
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars)
		November 30,			February 29,
		2008			2008
		(Unaudited)
ASSETS
Current Assets
Cash	$	1,093		$	688
Prepaid Expenses		754			-
Total current assets		1,847			688
License agreement costs, net of accumulated amortization and allowance
for impairment		-			-
Total Assets	$	1,847		$	688
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
Accounts payable and accrued liabilities	$	21,631		$	6,163
Due to related parties (Note 4)		350,511			6,510
Amount due licensor of license agreement, net of unamortizated debt
discounts		3,001,275			-
Total liabilities		3,373,417			12,673
Stockholders' Equity (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 64,261,333 and 63,980,000 shares, respectively		643			640
Additional paid-in capital		232,657			36,760
Treasury Stock, 35,000,000 shares held at November 30,2008		(100,000	)		-
Deficit accumulated during the development stage		(3,504,870	)		(49,385	)
Total Stockholders' Equity (Deficiency)		(3,371,570	)		(11,985	)
Total Liabilities and Stockholders' Equity (Deficiency)	$	1,847		$	688

See notes to financial statements.

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GreenChek Technology Inc.
(formerly Ridgestone Resources, Inc.)
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars)
(Unaudited)
		For the three			For the three			For the nine			For the nine			Period from
		months			months			months			months			September 12, 2006
		ended			ended			ended			ended			(Date of Inception)
		November			November			November			November			To November 30,
		30, 2008			30, 2007			30, 2008			30, 2007			2008
Revenue	$	-		$	-		$	-		$	-		$	-
Costs and expenses
General and administrative expenses		127,012			-			147,303			-			147,303
Amortization of license agreement costs		-			-			20,394			-			20,394
Provision for impairment of license
agreement costs		-			-			3,081,184			-			3,081,184
Imputed interest expense		128,903			-			199,697			-			199,697
Total costs and expenses		255,915			-			3,448,578			-			3,448,578
Net Loss From Continuing Operations		(255,915	)		-			(3,448,578	)		-			(3,448,578	)
Discontinued operations (Note 8)		-			(5,157	)		(6,907	)		(24,665	)		(56,292	)
Net Loss	$	(255,915	)	$	(5,157	)	$	(3,455,485	)	$	(24,665	)	$	(3,504,870	)
Net loss per share - basic and diluted
Continuing Operations	$	(0.01	)	$	(0.00	)	$	(0.06	)	$	(0.00	)
Discontinued Operations		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Total	$	(0.01	)	$	(0.00	)	$	(0.06	)	$	(0.00	)
Weighted Average Shares Outstanding
Basic and Diluted		48,595,000			63,980,000			58,908,000			63,245,000

See notes to financial statements.

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GreenChek Technology Inc.
(formerly Ridgestone Resources, Inc.)
(A Development Stage Company)
Statement of Stockholders' Equity (Deficiency)
For the Period September 12, 2006 (Inception) to November 30, 2008
(Expressed in US Dollars)
(Unaudited)
													Deficit
													Accumulated			Total
	Common Stock, $0.00001				Additional								During the			Stockholders'
	par value				Paid-in			Treasury Stock					Development			Equity
	Shares		Amount		Capital			Shares			Amount		Stage			(Deficiency)
Common shares sold for cash at
$0.00014 per share	35,000,000	$	350	$	4,650			-		$	-		-		$	5,000
Common shares sold for cash at
$0.00143 per share,
less offering costs of $12,500	27,090,000		271		25,929			-			-		-			26,200
Donated services and expenses	-		-		4,500			-			-		-			4,500
Net Loss	-		-		-			-			-		(11,777	)		(11,777	)
Balance - February 28, 2007	62,090,000		621		35,079			-			-		(11,777	)		23,923
Common stock issued 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	)
Donated services and expenses	-		-		2,250			-			-		-			2,250
Net Loss	-		-		-			-			-		(6,907	)		(6,907	)
Balance - May 31, 2008	63,980,000		640		39,010			-			-		(56,292	)		(16,642	)
Donated services and expenses	-		-		2,250			-			-		-			2,250
Net Loss	-		-		-			-			-		(3,192,663	)		(3,192,663	)
Balance - August 31, 2008	63,980,000		640		41,260			-			-		(3,248,955	)		(3,207,055	)
Units sold for cash at $0.75 per Unit	281,333		3		210,997			-			-		-			211,000
Finders' fee	-		-		(21,100	)		-			-		-			(21,100	)
Donated services and expenses	-		-		1,500			-			-		-			1,500
Purchase of treasury stock	-		-		-			(35,000,000	)		(100,000	)	-			(100,000	)
Net Loss	-		-		-			-			-		(255,915	)		(255,915	)
Balance - November 30, 2008	64,261,333	$	643	$	232,657		$	(35,000,000	)	$	(100,000	)	(3,504,870	)	$	(3,371,570	)

See notes to financial statements.

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GreenChek Technology Inc.
(formerly Ridgestone Resources, Inc.)
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)
		For the nine			For the nine
		months ended			months ended			Period from September 12,
		November 30,			November 30,			2006 (Date of Inception)To
		2008			2007			November 30, 2008
Cash Flows from Operating Activities
Net loss	$	(3,455,485	)	$	(24,665	)	$	(3,504,870	)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Amortization of license agreement costs		20,394			-			20,394
Provision for impairment of license agreement costs		3,081,184			-			3,081,184
Imputed interest expense		199,697			-			199,697
Donated services and expenses		6,000			6,750			19,500
Impairment of mineral property costs		-			-			3,300
Change in operating assets and liabilities:
Accounts payable and accrued liabilities		15,468			(14,215	)		21,631
Prepaid expenses		(754	)		-			(754	)
Net cash used in operating activities		(133,496	)		(32,130	)		(159,918	)
Cash Flows from Investing Activities
Mineral property acquisition costs		-			-			(3,300	)
Net cash used in investing activities		-			-			(3,300	)
Cash Flows from Financing Activities
Proceeds from sales of common stock		189,900			2,700			236,300
Purchase of treasuary stock		(100,000	)		-			(100,000	)
Offering costs incurred		-			(10,000	)		(22,500	)
Due to related parties		44,001			2,297			50,511
Net cash provided by (used in) financing activities		133,901			(5,003	)		164,311
Increase (decrease) in cash		405			(37,133	)		1,093
Cash - beginning of period		688			39,827			-
Cash - end of period	$	1,093		$	2,694		$	1,093
Supplemental disclosures of cash flow information:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-
Non-cash investing activity:
Acquisition of license agreement in exchange for debt due
seller, less imputed interest	$	3,101,578		$	-		$	3,101,578
Non-cash financing activity:
Repayment of amount due licensor of license agreement
in exchange for increase in due to related party	$	300,000		$	-		$	300,000

See notes to financial statements.

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GreenChek Technology Inc.
(formerly Ridgestone Resources, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2008
(Unaudited)

Note 1. Development Stage Company

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

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at November 30, 2008, the Company has accumulated losses of $3,504,870 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 recoverabili ty and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2. Interim Financial Information

The unaudited financial statements as of November 30, 2008 and for the three and nine months ended November 30, 2008 and for the period September 12, 2006 (inception) to November 30, 2008 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of November 30, 2008 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the nine month period ended Novembe r 30, 2008 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending February 28, 2009. The balance sheet at February 29, 2008 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended February 29, 2008 as included in our Form 10-K filed with the Securities and Exchange Commission on May 29, 2008.

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GreenChek Technology Inc.
(formerly Ridgestone Resources, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2008
(Unaudited)

Note 3. License Agreement Costs, Net
License agreement costs, net, at November 30, 2008 consists 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 Lincole Parke (the Principal), and acquired a Comprehensive License to use certain patent and intellectual rights for the purpose of manufacturing, marketing, and distributing products designed to reduce gas emissions by motor vehicles. The territory covered by the license is the European Union and the United States of America. The price for the license is $3,500,000, payable as follows: $300,000 on August 13, 2008 (deemed paid); $1,000,000 by December 31, 2008; $1,000,000 by March 31, 2009; and, $1,200,000 by August 31, 2009. In addition, provided that the $1,000,000 payment due December 31, 2008 is made, the Company is to issue the Principal a total of 43,470,000 shares or approximately 60% of the Company’s total outstanding common shares after the issuance. The Company mu st also use its best efforts to provide funding for business development of $3,500,000 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.

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

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

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

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GreenChek Technology Inc.
(formerly Ridgestone Resources, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2008
(Unaudited)

Note 4. Due to Related Parties
Due to related parties consist of:
		November		February
		30, 2008		29, 2008
Due chief executive officer:
Amount due relating to the deemed payment of the $300,000
license agreement installment due August 13, 2008,
non-interest bearing, no repayment terms
	$	300,000	$	-
Accrued management fee		4,036		-
Other		971		-
Due former majority stockholder and chief executive officer:
Amount due relating to the Company's purchase of treasury stock		25,000		-
Other, non-interest bearing, no repayment terms		16,226		6,510
Accrued consulting fee due chief strategy officer		4,036		-
Due chief financial officer		242		-
Total	$	350,511	$	6,510

In the three months ended November 30, 2008, the Company, the Licensor (a corporation controlled by the Company’s chief executive officer), and the Principal (chief executive officer of both the Company and the Licensor) agreed to deem the $300,000 license agreement installment due August 13, 2008 as paid in exchange for the Company’s agreement to pay $300,000 to the Principal.

Note 5. Amount due Licensor of License Agreement

Amount due licensor of license agreement, net, at November 30, 2008, consists of:

Amount due December 31, 2008	$	1,000,000
Amount due March 31, 2009		1,000,000
Amount due August 31, 2009		1,200,000
Total		3,200,000
Less debt discounts, net of accumulated
amortization of $199,697		(198,725	)
Net	$	3,001,275

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GreenChek Technology Inc.
(formerly Ridgestone Resources, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2008
(Unaudited)

Note 6. Common Stock

a)	On September 19, 2006, the Company issued 35,000,000 shares of common stock at $0.00014 per share to the President of the Company for cash proceeds of $5,000.
b)	During the period ended February 28, 2007, the Company accepted stock subscriptions for 27,090,000 shares of common stock at $0.00143 per share for cash proceeds of $38,700. The shares were issued on March 7, 2007.
c)	In March 2007, the Company accepted stock subscriptions for 1,890,000 shares of common stock at $0.00143 per share for cash proceeds of $2,700.
d)	On June 18, 2007, the Securities and Exchange Commission declared effective the Company’s registration statement on Form SB-2 to register for sale the 28,980,000 shares of common stock owned by its stockholders other than the president. The Company will not receive any proceeds from such sales.
e)	On May 28, 2008, 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 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.
f)	On October 7 and October 8, 2008, pursuant to a Subscription Agreement dated September 17, 2008, the Company sold 281,333 Units to Noyz Management Corp. at $0.75 per unit for gross proceeds of $211,000. After deducting $21,100 in finder’s fees, the net proceeds to the Company was $189,900. 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.
g)	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 Company common stock owned by Sarai for $100,000. Pursuant to this agreement, the Company paid $75,000 to Sarai on October 21, 2008 and has included $25,000 in the due to related parties liability at November 30, 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 or if certain transactions contemplated by the License Agreement do not occur.

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GreenChek Technology Inc.
(formerly Ridgestone Resources, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2008
(Unaudited)

Note 7. Income Taxes

The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate of 35% to income (loss) before income taxes. The sources of the difference follow:

								Period from
								September 12,
		For the nine			For the nine			2006 (Date of
		months ended			months ended			Inception) To
		November 30,			November 30,			November 30,
		2008			2008			2007
Expected tax at 35%	$	(1,209,420	)	$	(8,633	)	$	(1,226,705	)
Provision for impairment of		1,078,414			-			1,078,414
license agreement costs
Imputed interest expense		69,894			-			69,894
Donated services expenses		2,100			2,363			6,825
Increase in valuation allowance		59,012			6,270			71,572
Income tax provision	$	-		$	-		$	-

Significant components of the Company’s deferred income tax assets are as follows:

		November 30,			February 29,
		2008			2008
Net operating loss carryforward	$	71,572		$	12,560
Valuation allowance		(71,572	)		(12,560	)
Net deferred tax assets	$	-		$	-

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 $71,572 at November 30, 2008 attributable to the future utilization of the net operating loss carryforward of $204,489 at November 30, 2008 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 $204,489 net operating loss carryforward expires $7,277 in 2027, $28,608 in 2028 and $168,604 in 2029.

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.

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GreenChek Technology Inc.
(formerly Ridgestone Resources, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2008
(Unaudited)

Note 8. 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:

		For the		For the			For the			For the			Period
		Three		Three			Nine			Nine			From
		Months		Months			Months			Months			September 12,
		Ended		Ended			Ended			Ended			2006 (Date of
		November		November			November			November			Inception) to
		30,		30,			30,			30,			November 30,
		2008		2007			2008			2007			2008
Revenues	$	–	$	–		$	–		$	–		$	–
General and administrative
expenses		–		5,157			6,907			23,628			51,925
Impairment of mineral
property costs		–		–			–			–			3,300
Mineral property exploration
and carrying costs		–		–			–			1,037			1,067
Total costs and expenses		–		5,157			6,907			24,665			56,292
Net Loss	$	–	$	(5,157	)	$	(6,907	)	$	(24,665	)	$	(56,292	)

Note 9. Commitments and Contingencies

On August 1, 2008, the Company entered into a Management Contract with Lincoln Parke (“Parke”), the Company’s chief executive officer. Under the agreement, Parke is to perform certain services for the Company and the Company is to pay monthly management fees of 5000 Canadian dollars (approximately $4,036 translated at the November 30, 2008 exchange rate) to Parke. Either party can terminate the agreement with 30 days written notice.

On August 14, 2008, the Company entered into a Consulting Agreement with an investor relations firm. Under the Consulting Agreement, the investor relations firm is to be paid $5,000 per month for a term of 12 months.

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

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

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

     Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin selling ERD-1.0 units. Accordingly, we must raise cash from private placements or other equity financings. Our only other source for cash at this time is investment by others in our recently completed private placement. The cash we raised will allow us to stay in business for at least one quarter. Our success or failure will be determined in the short term by additional equity financings and, in the long term by the number of ERD-1.0 units we sell.

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

     We have since terminated our mining operations.

     To meet our need for cash we recently raised $300,000, of which a balance of $64,000 has yet to be paid. The receipt of the balance of these funds should allow us to operate for one quarter. Other than as described in this paragraph, we are actively pursuing other financing options.

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

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

-12-

Our Business

General

     Currently we are manufacturing and marketing one product pursuant to our licensing agreement. It is the Emission Reduction Device 1.0. The ERD-1.0 is designed for installation on all vehicles with an internal combustion engine. The compact, self-contained ERD-1.0 includes a proprietary modular multiple cell Electrolyser (creates electrolysis) Unit for an Internal Combustion Engine that can be retrofitted to any type of internal combustion engine to enhance the combustion process, independent of the fuel used (gasoline, diesel, ethanol or propane/natural gas). The ERD-1.0 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 use requirements.

Manufacturing

     Our ERD-1.0 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 from parts manufacturers throughout China, however, is not dependent on a particular vendor, as the parts are generic and available from multiple parts supply sources. Greenchek designs its products so as not to be dependent on the continuing availability of specialty parts or processes.

     Our ERD-1.0 is also assembled in China and shipped to customers as directed by the Company. We aim to design and manufacture our products 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.

Marketing

     We market our ERD-1.0 through Technical Environment Solutions Ltd.(“Tesel”), a European-based sale and distribution company with extensive worldwide experience in environmental technologies and their applications.Tesel specializes in emissions reduction technologies.

     Currently, we market our ERD-1.0 only in Europe. We also promote the ERD-1.0 through our website at www.greenchektech.com and through trade magazines, newspapers and at broadcast exhibitions. Greenchek is continuing to identify, qualify and establish direct dealers, distributor arrangements and agents to market our product.

Patents and Trademarks

     We own no patents or trademarks.

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License

     We manufacture and sell the ERD-1.0 pursuant to a license from 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. The fee for the license is $3,500,000 payable as follows: $300,000 on August 13, 2008, $1,000,000 by December 31, 2008; $1,000,000 by March 31, 2009; and, $1,200,000 by August 31, 2009. In addition we are obligated to issue to China Bright, an amount of common stock equal to the value of 60% of o ur total outstanding common shares.

Milestones

     We have one milestone for the next twelve months. It is to manufacture and sell a sufficient number of ERD-1.0s to generate revenues in order to operate profitably.

Limited Operating History and Need for Additional Capital

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

     To become profitable and competitive, we must sell a sufficient number of ERD-1.0s to generate revenues and profits.

     We have no assurance that future financing will be available to us in the future 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.

Results of Activities
From Inception on September 12, 2006 to November 30, 2008:

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

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

     We have spent this quarter preparing technical amendments to our ERD 1.0 in order to conform to European-built vehicles. In 2009 we expect to complete Pilots with major customers having sales potentials greater than 100 GreenChek ERD 1.0 units.

     In 2010 to 2011 we have a minimum expectation of selling 500 ERD 1.0 installations. Also, we continue to develop our ERD 1.0 specifically for application on locomotives.

Liquidity and Capital Resources

     As of the date of this report, we have yet to generate any revenues from our business activities.

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

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

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

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ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

 
ITEM 4.      CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

     We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this r eport pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Changes in Internal Controls

     We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

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PART II. OTHER INFORMATION

ITEM 6.      EXHIBITS.

     The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
	Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
	Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act
	of 2002.
32.2	Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act
	of 2002.

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SIGNATURES

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

GREENCHEK TECHNOLOGY INC.
BY:	LINCOLN PARKE
	Lincoln Parke
	President, Principal Executive Officer, Secretary,
	Treasurer and a member of the Board of Directors.
BY:	ANTOINETTE BOQUIREN
	Antoinette Boquiren
	Principal Financial Officer, Principal Accounting
	Officer and a member of the Board of Directors.

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EXHIBIT INDEX
 

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
	Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
	Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act
	of 2002.
32.2	Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act
	of 2002.

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