---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended December 31,
2010

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

For the transition period from ________to ________

COMMISSION FILE NUMBER000-51773

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

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

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

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

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

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

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

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

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

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

---

PART I - FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS.
|------- | ---------------------

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

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

2

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

|ASSETS                                                                                                                                                                                               |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -
|                                                                                                                                                                                                     |  
|                                                                                                                                                                                                     |  
|                                                                                                                                                                                                     |  
|                                                                                                                                                                                                     |  
|Current Assets                                                                                                                                                                                       |  
|Cash                                                                                                                                                                                                 | $
|Prepaid Expenses                                                                                                                                                                                     |  
|                                                                                                                                                                                                     |  
|Total Current Assets                                                                                                                                                                                 |  
|                                                                                                                                                                                                     |  
|Other Asset  Marketing Rights                                                                                                                                                                       |  
|                                                                                                                                                                                                     |  
|TOTAL ASSETS                                                                                                                                                                                         | $
|                                                                                                                                                                                                     |  
|                                                                                                                                                                                                     |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                 |  
|                                                                                                                                                                                                     |  
|Current Liabilities                                                                                                                                                                                  |  
|Accounts Payable and Accrued Expenses                                                                                                                                                                | $
|Loans from Related Parties                                                                                                                                                                           |  
|Interest Payable                                                                                                                                                                                     |  
|Stock Subscription Payable                                                                                                                                                                           |  
|                                                                                                                                                                                                     |  
|Total Current Liabilities                                                                                                                                                                            |  
|                                                                                                                                                                                                     |  
|Long Term Debt                                                                                                                                                                                       |  
|                                                                                                                                                                                                     |  
|Stockholders' Equity                                                                                                                                                                                 |  
|Common
      Stock, $0.001 par value 
                 
      100,000,000 shares authorized, 
                 
      14,366,666 and 11,366,666 
                 
      shares issued, respectively |  
|Additional Paid in Capital                                                                                                                                                                           |  
|Deficit Accumulated during the Exploration Stage                                                                                                                                                     |  
|                                                                                                                                                                                                     |  
|Total Stockholders' Equity/(Deficit)                                                                                                                                                                 |  
|                                                                                                                                                                                                     |  
|TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY/(DEFICIT)                                                                                                                                           | $

See Notes to Financial Statements

F-1

---

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

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

See Notes to Financial Statements

F-2

---

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

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

See Notes to Financial Statements

F-3

---

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

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

See Notes to Financial Statements

F-4

---

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

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

See Notes to Financial Statements

F-5

---

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES

General

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

Basis of Presentation

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

Use of Estimates

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

Exploration Stage Company

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

Pro Forma Compensation Expense

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

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

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

F-6

---

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
  CONTINUED

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

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

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

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

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

F-7

---

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

NOTE 2 - PROVISION FOR INCOME TAXES

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

NOTE 3  LOANS FROM RELATED PARTIES

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

NOTE 4 - COMMITMENTS AND CONTINGENCIES

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

LitigationThe Company is not presently involved in
  any litigation.

NOTE 5 - RECENTLY ISSUED ACCOUNTING
  PRONOUNCEMENTS

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

NOTE 6  GOING CONCERN

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

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

F-8

---

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

NOTE 7  STOCK ISSUANCES

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

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

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

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

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

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

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

NOTE 8  AGREEMENT WITH UNITED NATURE INC.

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

| | a. | 500,000 shares on execution of the agreement;                       
| | -- | --------------------------------------------------------------------
| | b. | 500,000 shares on the first anniversary of the
      agreement;     
| | c. | 500,000 shares on the second anniversary of the
      agreement;    
| | d. | 500,000 shares on the third anniversary of the
      agreement;     
| | e. | 500,000 shares on the fourth anniversary of the
      agreement; and
| | f. | 500,000 shares on the fifth anniversary of the
      agreement.     

F-9

---

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

NOTE 8  AGREEMENT WITH UNITED NATURE INC. 
  CONTINUED

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

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

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

United Natures Plantation

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

F-10

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SUPPLEMENTAL STATEMENT

F-11

---

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

|                            |   | THREE MONTHS ENDED |  |   | NINE MONTHS ENDED |  |   |              | 
|--------------------------- | - | ------------------ |  | - | ----------------- |  | - | ------------ | 
|                            |   | DECEMBER 31,       |  |   | DECEMBER 31,      |  |   | INCEPTION to | 
|                            |   | 2010               |  |   | 2009              |  |   | 2010         | 
|                            |   |                    |  |   |                   |  |   |              | 
|Operating Expenses          |   |                    |  |   |                   |  |   |              | 
|Accounting                  | $ | 3,960              |  | $ | 3,920             |  | $ | 15,820       | 
|Bank Charges                |   | 43                 |  |   | 52                |  |   | 43           | 
|Cancelled Merger Costs      |   | -0-                |  |   | -0-               |  |   | -0-          | 
|Consulting                  |   | -0-                |  |   | -0-               |  |   | 700          | 
|Exploration and Development |   | -0-                |  |   | -0-               |  |   | -0-          | 
|Interest                    |   | -0-                |  |   | -0-               |  |   | -0-          | 
|Legal                       |   | 5,093              |  |   | 5,447             |  |   | 16,412       | 
|Office Administration       |   | 2,250              |  |   | 2,250             |  |   | 8,350        | 
|Property Rights             |   | -0-                |  |   | -0-               |  |   | -0-          | 
|Regulatory Expenses         |   | 1,445              |  |   | 1,323             |  |   | 3,669        | 
|Rent                        |   | 375                |  |   | 375               |  |   | 1,125        | 
|Telephone                   |   | 225                |  |   | 450               |  |   | 675          | 
|Travel & Entertainment      |   | 100                |  |   | 90                |  |   | 100          | 
|                            |   |                    |  |   |                   |  |   |              | 
|                            |   |                    |  |   |                   |  |   |              | 
|Total Operating Expenses    | $ | 13,491             |  | $ | 13,907            |  | $ | 46,894       | 

See Notes to Financial Statements

F-12

---

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

Cautionary Statement Regarding Forward-Looking
Statements

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

INTRODUCTION

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

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

Agreement with United Nature Inc.

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

| | i.   | 500,000 shares on execution of the agreement;                       
| | ---- | --------------------------------------------------------------------
| | ii.  | 500,000 shares on the first anniversary of the
      agreement;     
| | iii. | 500,000 shares on the second anniversary of the
      agreement;    
| | iv.  | 500,000 shares on the third anniversary of the
      agreement;     
| | v.   | 500,000 shares on the fourth anniversary of the
      agreement; and
| | vi.  | 500,000 shares on the fifth anniversary of the
      agreement.     

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

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

3

---

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

United Natures Plantations

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

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

PLAN OF OPERATION

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

Engage Consultants

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

Develop Website

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

Initiate Calculations

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

4

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Sale of Non-Verified Offsets

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

Verification

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

Sale of Offsets

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

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

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

RESULTS OF OPERATIONS

Third Quarter and Nine Months Summary

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

Revenues

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

5

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Expenses

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

|                            |   | Three Months Ended |  |   | Percentage |  |  | Nine Months Ended |  |   | Percentage | 
|--------------------------- | - | ------------------ |  | - | ---------- |  |  | ----------------- |  | - | ---------- | 
|                            |   | December 31        |  |   | Increase / |  |  | December 31       |  |   | Increase / | 
|                            |   | 2010               |  |   | 2009       |  |  | (Decrease)        |  |   | 2010       | 
|Accounting                  | $ | 3,960              |  | $ | 3,920      |  |  | 1.0%              |  | $ | 15,820     | 
|Bank Charges                |   | 43                 |  |   | 52         |  |  | (17.3)%           |  |   | 43         | 
|Consulting                  |   | -                  |  |   | -          |  |  | n/a               |  |   | 700        | 
|Exploration and Development |   | -                  |  |   | -          |  |  | n/a               |  |   | -          | 
|Legal                       |   | 5,093              |  |   | 5,447      |  |  | (6.5)%            |  |   | 16,412     | 
|Office Administration       |   | 2,250              |  |   | 2,250      |  |  | 0.0%              |  |   | 8,350      | 
|Regulatory Expenses         |   | 1,445              |  |   | 1,323      |  |  | 9.2%              |  |   | 3,669      | 
|Rent                        |   | 375                |  |   | 375        |  |  | n/a               |  |   | 1,125      | 
|Telephone                   |   | 225                |  |   | 450        |  |  | (50.0)%           |  |   | 675        | 
|Travel & Entertainment      |   | 100                |  |   | 90         |  |  | 11.1%             |  |   | 100        | 
|TOTAL                       | $ | 13,491             |  | $ | 13,907     |  |  | (3.0)%            |  | $ | 46,894     | 

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

6

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

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

Financing Requirements

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

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

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

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

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

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

7

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Use of Estimates

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

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK.
|------- | -----------------------------------------------------------------

Not Applicable.

|ITEM 4T. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

Evaluation of Disclosure Controls and Procedures

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

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

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

Changes in Internal Control over Financial Reporting

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

8

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PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

None.

|ITEM 1A. | RISK FACTORS.
|-------- | -------------

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

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

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

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

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

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

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

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

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

9

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

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

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

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

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

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

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

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

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

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

We may not be able to obtain additional financing.

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

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

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

10

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

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

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

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

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

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

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

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

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

11

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|1. | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                          
|2. | contains a description of the brokers or dealers duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of
      securities laws;
|   |                                                                                                                                                                                                                                          
|3. | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
|   |                                                                                                                                                                                                                                          
|4. | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       
|   |                                                                                                                                                                                                                                          
|5. | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                                                                                                             
|   |                                                                                                                                                                                                                                          
|6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.                                                                              

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

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

None.

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES.
|------- | --------------------------------

None.

|ITEM 5. | OTHER INFORMATION.
|------- | ------------------

None.

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|ITEM 6. | EXHIBITS.
|------- | ---------

|Exhibit |                                                                                                                                                                                     
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                             
|3.1     | Articles of Incorporation.(1)                                                                                                                                                       
|3.2     | Bylaws, as amended.(1)                                                                                                                                                              
|10.1    | Management Consulting Agreement with Howard
      Thomson.(3)                                                                                                                       
|10.2    | Carbon Offset Marketing Agreement between the Company and
    United Nature Inc. dated for reference August 14, 2010.(4)                                                            
|14.1    | Code of Ethics.(2)                                                                                                                                                                  
|31.1    | Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.                                             
|32.1    | Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

|Notes:
|------
|(1)   
|(2)   
|(3)   
|(4)   

13

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SIGNATURES

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

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

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