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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB/A

(Mark One)

[ X ]Quarterly Report Pursuant To Section 13 Or 15(d) Of
The Securities Exchange Act Of 1934

For the quarterly period ended December 31,
2005

[ ] Transition Report Under Section 13 Or 15(d) Of The
Securities Exchange Act Of 1934

For the transition period ________ to ________

COMMISSION FILE NUMBER000-51773

GREENLITE VENTURES
INC.(Exact name of small business issuer as specified in its
charter)

|NEVADA                                                 | 91-2170874                       
|------------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation
      or | (IRS Employer Identification No.)
|organization)                                          |                                  

810 Peace Portal Drive, Suite 201 Blaine, WA
98230(Address of principal executive offices)

(360) 318-3028Issuer's telephone number

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

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

Indicate by check mark whether the registrant 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: As of February
28, 2006, the Issuer had 10,600,000 Shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes [
] No [X]

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EXPLANATORY NOTE

This Quarterly Report on Form 10-QSB/A is being filed as
Amendment No. 1 to the Quarterly Report on Form 10-QSB of Greenlite Ventures
Inc. for the fiscal quarter ended December 31, 2005, which was filed with the
Securities and Exchange Commission (the SEC) on March 9, 2006 (The Original
Form 10-QSB).

This Amendment is being filed to reflect on the cover page that
  the Company is a shell company as defined in Rule 12b-2 of the Securities
  Exchange Act of 1934. After consideration, the Companys management determined
  that it be more appropriate to designate the Company as a shell company.

Any items included in Parts I and II of the Original Form
10-QSB are not amended and remain in effect as of the date of the original
filing thereof and are incorporated herein by reference. Additionally, this Form
10-QSB/A does not purport to provide a general update or discussion of any other
developments subsequent to the filing of the Original Form 10-QSB.

The filing of this Form 10-QSB/A shall not be deemed an
admission that the Original Form 10-QSB when made included any untrue statements
of material fact or omitted to state a material fact necessary to make a
statement not misleading.

ITEM 6. EXHIBITS.

|Exhibit |                                                                                                                                                                   
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                           
|        |                                                                                                                                                                   
|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 Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|        |                                                                                                                                                                   
|32.2    | Certification
      of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

2

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SIGNATURES

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

|      |                   | GREENLITE VENTURES INC.
|----- | ----------------- | -----------------------
|      |                   |                        
|      |                   |                        
|      |                   |                        
|Date: | February 22, 2007 | By:                    
|      |                   |                        
|      |                   |                        
|      |                   |                        
|      |                   |                        
|      |                   |                        
|      |                   |                        
|Date: | February 22, 2007 | By:                    
|      |                   |                        
|      |                   |                        
|      |                   |                        
|      |                   |                        

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