---

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549

FORM 10-QSB

(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 NUMBER 000-51773

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                                 | (360) 318-3028                   
|(Address of principal executive offices)         | Issuer'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 ** ̈******No **x**

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**

1

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PART I - FINANCIAL INFORMATION



ITEM
1.               
FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B, 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 nine months ended December 31, 2005
are not necessarily indicative of the results that can be expected for the year
ending March 31, 2006.

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

2

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GREENLITE VENTURES INC.

FINANCIAL STATEMENTS

DECEMBER 31, 2005











F-1

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INDEX TO FINANCIAL STATEMENTS

PageAccountants' Review Report
      F-3Financial Statements:Balance Sheets
      F-4Statements of Operations and Accumulated
        Deficit
      F-5Statements of Changes in Stockholders
        Equity
      F-6Statements of Cash Flows
      F-7Notes to Financial Statements
      F-8-F-11Supplemental Statements:Statements of Operating Expenses
      F-13


F-2

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To the Board of Directors 
  Greenlite Ventures Inc. 
  Blaine, Washington

We have reviewed the accompanying balance sheet of Greenlite
  Ventures Inc. as of December 31, 2005, and the statements of operations and
  accumulated deficit, changes in stockholders equity, and statements of
  cash flows for the three and nine month periods ended December 31, 2005 and
  December 31, 2004, and for the period December 21, 2000 (date of inception)
  to December 31, 2005. These interim financial statements are the responsibility
  of the management of Greenlite Ventures Inc.

We conducted our review in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). A review of interim
  financial information consists principally of applying analytical procedures
  and making inquiries of persons responsible for financial and accounting matters.
  It is substantially less in scope than an audit conducted in accordance with
  the standards of the Public Company Accounting Oversight Board (United States),
  the objective of which is the expression of an opinion regarding the financial
  statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications
  that should be made to the accompanying interim financial statements in order
  for them to be in conformity with accounting principles generally accepted in
  the United States of America.

Our review was made for the purpose of expressing limited assurance
  that there are no material modifications that should be made to the financial
  statements in order for them to be in conformity with U.S. generally accepted
  accounting principles. The supplemental statement of operating expenses is presented
  for the purposes of additional analysis and is not a required part of the basic
  financial statements. Such information has been subjected to the inquiry and
  analytical procedures applied in the review of the basic financial statements,
  and we are not aware of any material modifications that should be made thereto.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 6 to
  the financial statements, the Company has incurred recurring losses from operations,
  which raise substantial doubt about its ability to continue as a going concern.
  The financial statements do not include any adjustments that might result from
  the outcome of this uncertainty.

We have previously audited, in accordance with standards of the
  Public Company Accounting Oversight Board (United States), the balance sheet
  of Greenlite Ventures Inc. as of March 31, 2005, and the related statements
  of operations and accumulated deficit, changes in stockholders equity,
  and cash flows for the year then ended (not presented herein); and in our report
  dated June 2, 2005, we expressed an unqualified opinion on those financial statements
  which included an explanatory paragraph describing Greenlite Ventures, Inc.s
  ability to continue as a going concern as described in Note 6 to the financial
  statements. In our opinion, the information set forth in the accompanying balance
  sheet as of March 31, 2005 is fairly stated, in all material respects, in relation
  to the balance sheet from which it has been derived.

/s/ Sarna & Company

Sarna & Company 
  Certified Public Accountants 
  Westlake Village, California 
  February 10, 2006

F-3

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

|                                     |   | December 31, |   |   | March 31, |  
|------------------------------------ | - | ------------ | - | - | --------- | -
|                                     |   | 2005         |   |   | 2005      |  
|                                     |   |              |   |   |           |  
|ASSETS                               |  
|                                     |   |              |   |   |           |  
|Current Assets                       |   |              |   |   |           |  
|Cash                                 | $ | 14,458       |   | $ | 7,941     |  
|Receivable 
      Trust Account     |   | 20,702       |   |   | -0-       |  
|Total Current Assets                 |   | 35,160       |   |   | 7,941     |  
|                                     |   |              |   |   |           |  
|                                     |   |              |   |   |           |  
|TOTAL ASSETS                         | $ | 35,160       |   | $ | 7,941     |  
|                                     |   |              |   |   |           |  
|                                     |   |              |   |   |           |  
|LIABILITIES AND STOCKHOLDERS' EQUITY |  
|                                     |   |              |   |   |           |  
|                                     |   |              |   |   |           |  
|Current Liabilities                  |   |              |   |   |           |  
|Accounts Payable and                 |   |              |   |   |           |  
|Accrued
      Expenses               | $ | 19,535       |   | $ | 16,064    |  
|                                     |   |              |   |   |           |  
|Total Current Liabilities            |   | 19,535       |   |   | 16,064    |  
|                                     |   |              |   |   |           |  
|Stockholders' Equity                 |   |              |   |   |           |  
|Common Stock, $0.001 par value       |   |              |   |   |           |  
|100,000,000 shares authorized,       |   |              |   |   |           |  
|10,600,000
      and 9,800,000       |   |              |   |   |           |  
|shares issued                        |   | 10,600       |   |   | 9,800     |  
|Additional Paid in Capital           |   | 171,900      |   |   | 112,700   |  
|Accumulated deficit                  |   | (166,875     | ) |   | (130,623  | )
|Total Stockholders' Equity (Deficit) |   | 15,625       |   |   | (8,123    | )
|                                     |   |              |   |   |           |  
|TOTAL LIABILITIES AND                |   |              |   |   |           |  
|STOCKHOLDERS'
      EQUITY           | $ | 35,160       |   | $ | 7,941     |  

F-4

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

THREE MONTHS ENDED
      
      
      NINE MONTHS ENDEDDECEMBER 31,
      
      
      DECEMBER 31,
      
      
      INCEPTION to2005
      
      
      2004
      
      
      2005
      
      
      2004
      
      
      DECEMBER 31, 2005Revenues
      $
      -0-
      
      $
      -0-
      
      $
      -0-
      
      $
      -0-
      
      $
      -0-Operating Expenses
      
      (11,405
      )
      
      (12,700
      )
      
      (36,252
      )
      
      (31,327
      )
      
      (166,875
      )Loss Before Provision forIncome Taxes
      
      (11,405
      )
      
      (12,700
      )
      
      (36,252
      )
      
      (31,327
      )
      
      (166,875
      )Provision for Income Taxes
      
      (-0-
      )
      
      (-0-
      )
      
      (-0-
      )
      
      (-0-
      )
      
      (-0-
      )Net Loss
      
      (11,405
      )
      
      (12,700
      )
      
      (36,252
      )
      
      (31,327
      )
      
      (166,875
      )Accumulated Deficit,Beginning of Period
      
      (155,470
      )
      
      (103,113
      )
      
      (130,623
      )
      
      (84,486
      )
      
      (-0-
      )Accumulated Deficit,End of Period
      $
      (166,875
      )
      $
      (115,813
      )
      $
      (166,875
      )
      $
      (115,813
      )
      $
      (166,875
      )Net Loss per Share
      $
      (0.001
      )
      $
      (0.001
      
      $
      (0.004
      )
      $
      (0.003
      )
      $
      (0.023
      )Weighted AverageShares Outstanding
      
      10,600,000
      
      
      9,800,000
      
      
      10,200,000
      
      
      9,350,000
      
      
      7,413,750


F-5

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GREENLITE VENTURES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY 
  (Unaudited)

Common Stock
      
      
      Additional
      
      
      Accumulated
      
      
      TotalDollar
      
      
      Paid in
      
      
      Deficit
      
      
      Stockholders'Shares
      
      
      Amount
      
      
      Capital
      
      
      
      
      
      EquityBalances, December 21, 2000(Date of Inception)
      
      ----
      
      $
      ----
      
      $
      ----
      
      $
      ----
      
      $
      ----Stock Subscriptions Received$0.001 per shareFebruary 14, 2001
      
      ----
      
      
      ----
      
      
      2,500
      
      
      ----
      
      
      2,500Net Loss, Period EndedMarch 31, 2001
      
      ----
      
      
      ----
      
      
      ----
      
      
      (1,310
      )
      
      (1,310
      )BalancesMarch 31, 2001
      
      ----
      
      $
      ----
      
      $
      2,500
      
      $
      (1,310
      )
      $
      1,190Stock Subscriptions Received$0.001 per shareFebruary 25, 2002
      
      ----
      
      
      ----
      
      
      2,500
      
      
      ----
      
      
      2,500Common Stock Issued$0.001 per shareFebruary 28, 2002
      
      7,500,000
      
      
      7,500
      
      
      (5,000
      )
      
      ----
      
      
      2,500Net Loss, Period EndedMarch 31, 2002
      
      ----
      
      
      ----
      
      
      ----
      
      
      (8,244
      )
      
      (8,244
      )BalancesMarch 31, 2002
      
      7,500,000
      
      $
      7,500
      
      
      ----
      
      $
      (9,554
      )
      $
      (2,054
      )Common Stock Issued$0.05 per shareNovember 30, 2002
      
      1,400,000
      
      
      1,400
      
      
      68,600
      
      
      ----
      
      
      70,000Net Loss, Period EndedMarch 31, 2003
      
      ----
      
      
      ----
      
      
      ----
      
      
      (29,203
      )
      
      (29,203
      )BalancesMarch 31, 2003
      
      8,900,000
      
      $
      8,900
      
      $
      68,600
      
      $
      (38,757
      )
      $
      38,743Net Loss, Period EndedMarch 31, 2004
      
      ----
      
      
      ----
      
      
      ----
      
      
      (45,729
      )
      
      (45,729
      )BalancesMarch 31, 2004
      
      8,900,000
      
      $
      8,900
      
      $
      68,600
      
      $
      (84,486
      )
      $
      (6,986
      )Common Stock Issued$0.05 per shareSeptember 30, 2004
      
      900,000
      
      
      900
      
      
      44,100
      
      
      ----
      
      
      45,000Net Loss, Period EndedMarch 31, 2005
      
      ----
      
      
      ----
      
      
      ----
      
      
      (46,137
      )
      
      (46,137
      )BalancesMarch 31, 2005
      
      9,800,000
      
      
      9,800
      
      
      112,700
      
      
      (130,623
      )
      
      (8,123
      )Common Stock Issued$0.075 per shareSeptember 29, 2005
      
      800,000
      
      
      800
      
      
      59,200
      
      
      ----
      
      
      60,000Net Loss, Period EndedDecember 31, 2005
      
      ----
      
      
      ----
      
      
      ----
      
      
      (36,252
      )
      
      (36,252
      )BalancesDecember 31, 2005
      
      10,600,000
      
      $
      10,600
      
      $
      171,900
      
      $
      (166,875
      )
      $
      15,625


F-6

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GREENLITE VENTURES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  STATEMENTS OF CASH FLOWS 
  (Unaudited)

THREE MONTHS ENDED
      
      
      NINE MONTHS ENDEDDECEMBER 31,
      
      
      DECEMBER 31,
      
      
      INCEPTION to2005
      
      
      2004
      
      
      2005
      
      
      2004
      
      
      DECEMBER 31, 2005Cash Flows fromOperating Activities:Net Loss
      $
      (11,405
      )
      $
      (12,700
      )
      $
      (36,252
      )
      $
      (31,327
      )
      $
      (166,875
      )Adjustments to ReconcileNet Income to Net CashProvided/(Used) byOperating Activities:(Increase)Decrease
        in:Prepaid Expenses
      
      -0-
      
      
      -0-
      
      
      -0-
      
      
      3,010
      
      
      -0-ReceivableTrust
        Account
      
      24,283
      
      
      -0-
      
      
      (20,702
      )
      
      -0-
      
      
      (20,702
      )Increase(Decrease) in:Accounts
        Payable
      
      (14,818
      )
      
      8,760
      
      
      3,471
      
      
      2,253
      
      
      19,535Net Cash Used byOperating Activities
      
      (1,940
      )
      
      (3,940
      )
      
      (53,483
      )
      
      (26,064
      )
      
      (168,042
      )Cash Flows fromInvesting Activities
      
      -0-
      
      
      -0-
      
      
      -0-
      
      
      -0-
      
      
      -0-Cash Flows fromFinancing Activities:Proceeds
        Related toIssuance of Common Stock
      
      -0-
      
      
      -0-
      
      
      60,000
      
      
      45,000
      
      
      182,500Cash Provided byFinancing Activities
      
      -0-
      
      
      -0-
      
      
      60,000
      
      
      45,000
      
      
      182,500Net Increase (Decrease) in Cash
      
      (1,940
      )
      
      (3,940
      )
      
      6,517
      
      
      18,936
      
      
      14,458Cash at Beginning of Period
      
      16,398
      
      
      24,676
      
      
      7,941
      
      
      1,800
      
      
      -0-Cash at End of Period
      $
      14,458
      
      $
      20 ,736
      
      $
      14,458
      
      $
      20,736
      
      $
      14,458


F-7

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GREENLITE VENTURES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO FINANCIAL STATEMENTS 
  DECEMBER 31, 2005 
  (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 certain mineral rights
  in Canada.

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. The Company
  is primarily engaged in the acquisition and exploration of mining properties.
  Upon the location of commercially minable reserves, the Company plans to prepare
  for mineral extraction and enter the development stage. To date, the exploration
  stage of the Companys operations consists of the contracting with a geologist
  to sample and assess the mining viability of the Companys claim.

Pro Forma Compensation Expense

Greenlite Ventures accounts for costs of stock-based compensation
  in accordance with APB No. 25, "Accounting for Stock Based Compensation" instead
  of the fair value based method in SFAS No. 123. No stock options have been issued
  by Greenlite Ventures. Accordingly, no pro forma compensation expense is reported
  in these financial statements.

F-8

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GREENLITE VENTURES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO FINANCIAL STATEMENTS 
  DECEMBER 31, 2005 
  (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Mineral Rights

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

Depreciation, Amortization and Capitalization

The Company records depreciation and amortization when appropriate
  using both straight-line and declining balance methods over the estimated useful
  life of the assets (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 Taxes

The 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.

F-9

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GREENLITE VENTURES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO FINANCIAL STATEMENTS 
  DECEMBER 31, 2005 
  (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Fair Value of Financial Instruments

Financial 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.

Per Share Information

The Company computes per share information by dividing the net
  loss for the period presented by the weighted average number of shares outstanding
  during such period.

Prepaid Expenses

Prepaid expenses consist of administrative expenses and retainer
  fees paid in advance. The amounts reflected as prepaid expenses in the financial
  statements are expected to be charged to expense within one year of the balance
  sheet dates.

NOTE 2 - PROVISION FOR INCOME TAXES

The provision for income taxes for the periods ended December
  31, 2005 and December 31, 2004 represents the minimum state income tax expense
  of the Company, which is not considered significant.

NOTE 3  STOCK SUBSCRIPTION LIABILITY

This liability represents funds received by the Company prior
  to the actual issuance of stock.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Operating Leases

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

Litigation

The Company is not presently involved in any litigation.

F-10

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GREENLITE VENTURES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO FINANCIAL STATEMENTS 
  DECEMBER 31, 2005 
  (Unaudited)

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 $166,875 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 Exploration of the Company's contemplated
  plan of operations, and its transition, ultimately, to the attainment of profitable
  operations are necessary for the Company to continue operations. The ability
  to successfully resolve these factors raise substantial doubt about the Company's
  ability to continue as a going concern. The financial statements of the Company
  do not include any adjustments that may result from the outcome of these aforementioned
  uncertainties.

NOTE 7  SUBSEQUENT EVENTS

On February 2, 2006, 1,700,000 shares of the Companys unregistered
  common stock was registered with the Securities and Exchange Commission, allowing
  these shares to be publicly traded.

F-11

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SUPPLEMENTAL STATEMENTS









F-12

---

GREENLITE VENTURES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  STATEMENTS OF OPERATING EXPENSES 
  (Unaudited)

THREE MONTHS ENDED
      
      
      NINE MONTHS ENDEDDECEMBER 31,
      
      
      DECEMBER 31,
      
      
      INCEPTION to2005
      
      
      2004
      
      
      2005
      
      
      2004
      
      
      DEC.
        31, 2005Operating ExpensesAccounting
      $
      4,450
      
      $
      3,780
      
      $
      6,920
      
      $
      5,280
      
      $
      32,265Bank Charges
      
      10
      
      
      -0-
      
      
      35
      
      
      103
      
      
      138Exploration and Development
      
      -0-
      
      
      -0-
      
      
      11,050
      
      
      -0-
      
      
      18,265Legal
      
      4,624
      
      
      6,600
      
      
      12,263
      
      
      13,479
      
      
      62,740Office Administration
      
      -0-
      
      
      1,500
      
      
      414
      
      
      4,500
      
      
      20,447Property Rights
      
      -0-
      
      
      -0-
      
      
      -0-
      
      
      -0-
      
      
      4,000Regulatory Expenses
      
      1,721
      
      
      70
      
      
      3,470
      
      
      5,715
      
      
      10,842Rent
      
      600
      
      
      750
      
      
      2,100
      
      
      2,250
      
      
      13,250Telephone
      
      -0-
      
      
      -0-
      
      
      -0-
      
      
      -0-
      
      
      1,259Travel & Entertainment
      
      -0-
      
      
      -0-
      
      
      -0-
      
      
      -0-
      
      
      3,669Total Operating
        Expenses
      $
      11,405
      
      $
      12,700
      
      $
      36,252
      
      $
      31,327
      
      $
      166,875


F-13

---

ITEM
2.               
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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 "Management's Discussion
and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. 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 on Form 10-KSB and our Current Reports on Form
8-K.

Overview

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. We hold a 100% interest mineral claim
that we refer to as the Magnolia mineral claim. Exploration of this mineral
claim is required before any determination as to its viability can be made. No
commercially viable mineral deposit may exist on our mineral claim. Our plan of
operation is to carry out exploration work on this claim in order to ascertain
whether it possesses deposits of gold, silver, copper, or iron. We can provide
no assurance to investors that our mineral claim contains a mineral deposit
until appropriate exploratory work is done and an evaluation based on that work
concludes further work programs are justified.

We conduct our exploration business through consultants and
arms-length third parties. Additionally, we have a verbal agreement with our
outside auditors to perform requested accounting functions at their normal and
customary rates. We have a verbal agreement with our geologist to provide us
with consulting services on request, in accordance with standard industry
practices. Our legal consultants provide legal services at their normal and
customary rate.

Our plan of operation is to carry out exploration work on our
claim in order to ascertain whether it possesses proven reserves of gold,
silver, copper and iron. We will not be able to determine whether or not our
mineral claim contains proven reserves, until appropriate exploratory work is
done and an economic evaluation based on that work concludes economic viability.
The likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates.

The expenditures to be made by us in the exploration of the
mineral claims may not result in the discovery of mineral deposits. Problems
such as unusual or unexpected formations and other conditions are involved in
mineral exploration and often result in unsuccessful exploration efforts. If the
results of Phases II and III of our exploration program do not reveal viable
commercial mineralization, we may decide to abandon our claim and acquire new
claims for new exploration. The acquisition of additional claims will be
dependent upon our possessing sufficient capital resources at the time in order
to purchase such claims. If no funding is available, we may be forced to abandon
our operations. We have not entered into any discussions, understandings,

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arrangements or other agreements, preliminary or otherwise, for
acquiring any additional mineral claims and/or funding arrangements for the
purpose of acquiring additional mineral claims.

We have not earned any revenues to date. We do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral properties. We are presently in the exploration stage of our business
and we can provide no assurance that we will discover proven reserves on our
properties, or if such deposits are discovered, that we will enter into further
substantial exploration programs.

Recent Corporate Developments

Since the completion of our fiscal quarter ended September 30,
2005 we have experienced the following significant developments:

|1. | We registered the resale of 1,700,000 shares of our
      common stock (the Shares) offered by selling stockholders of Greenlite
      at a price of $0.10 per share pursuant to a registration statement on Form
      SB-2 under the Securities Act of 1933 (the Offering). The SEC declared
      our registration statement on Form SB-2 (File No. 333-113429), effective
      at 5:30 p.m. (Pacific) on February 2, 2006 (the Effective
  Date).
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Based on the preliminary recommendations of our geologist
      on Phase II, we commenced Phase III of our exploration program in
      September, 2005. The Phase III exploration work conducted in September,
      2005 consisted of geological mapping on a flagged grid within prospective
      areas identified by the two previous phases. We expect to complete Phase
      III in early to mid 2006 subject to weather
conditions.                

Acquisition of the Magnolia Mineral Claim

We entered into an agreement (the Mineral Purchase Agreement)
dated April 30, 2002 with Lorrie Ann Archibald of North Vancouver, British
Columbia to acquire a 100% undivided interest in the Magnolia Claim for
consideration of $4,000. Ms. Archibald has executed an undated Bill of Sale
transferring title to the Magnolia Claim to us. We intend to file the Bill of
Sale with the British Columbia mineral titles office upon our independent
geologists recommendation to proceed with Phase IV of our planned geological
exploration program.

Title to our mineral claim is not held in our name. Title to
the claim is recorded in the name of Lorrie Ann Archibald, a British Columbia
resident from whom we purchased our mineral claim. In the event Ms. Archibald
were to transfer legal title to our mineral claim to another party, we may not
have a claim against the third party and may be forced to commence an action
against Ms. Archibald. There is no assurance that we would succeed in recovering
legal title to our mineral claim or recover damages from Ms. Archibald in such
instance.

Description and Location of the Magnolia Mineral
Claim

The Magnolia Claim comprises one mineral claim with a total
area of 1,112 acres, located on Texada Island, British Columbia, Canada, 6.2
miles north of Gillies Bay. The Property is accessible by gravel road. Texada
Island is the largest island in the Strait of Georgia approximately 70 miles
west northwest of Vancouver, British Columbia, Canada. The Island is accessible
by regular government ferry service.

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The Magnolia Claim is recorded with the Ministry of Energy and
Mines, Province of British Columbia, Canada under the following name, tag and
tenure number:

Name of Mineral Claim
      Tag Number
      Tenure Number
      Expiry DateMAGNOLIA 1
    222774
    392905
    April 29, 2008


Recorded title to the property is held in the name of Lorrie
Ann Archibald. We hold a 100% interest in the property pursuant to the Mineral
Claim Purchase Agreement with Ms. Archibald. The property boundary contains one
reverted crown grant claim not owned by us. The Province of British Columbia
owns the land covered by the mineral claim. To our knowledge, there are no
aboriginal land claims that might affect our title to the mineral claim or the
Provinces title of the property. There is no viable way for us to determine
what claims, if any, certain aboriginal groups may make. The Government of
British Columbia has adopted a policy that no private property rights will be
expropriated to settle aboriginal land claims.

Current State of Exploration

Our mineral claim presently does not have any proven mineral
reserves. The property that is the subject to our mineral claim is undeveloped
and does not contain any open-pit or underground mines. There is no plant or
equipment located on the property that is the subject of the mineral claim. Our
planned exploration program is exploratory in nature and no mineral reserves may
ever be found. Results of our exploration program are intended only to define
potential exploration targets, and significant and costly exploration work will
be needed if initial results warrant further effort.

Phase I Exploration  April, 2003

Phase I of our exploration program, consisting of a thorough
assessment of the known showings along with basic geological mapping and rock
sampling, was conducted on April 18 and 19, 2003. Our geologist visited the
Magnolia Claim property during this period, at which time the Capsheaf showing
was re-located and several traverses were made in the suspected area of the
Milner Trench on the property. Four rock samples were collected from the
Capsheaf area of the property.

The results of our Phase I exploration indicated that there are
two known gold and copper bearing skarn zones on the Magnolia property, Capsheaf
and Southcap. These zones appear to be intimately associated with intersecting
northwest and northeast trending fault zones. The area between the Capsheaf and
Southcap showings is characterized by north-northwest trending ridges of basalt
separated by heavily vegetated gullies. Several of these ridges have very steep
sides suggesting that they are truncated by faults.

Weak skarn development occurs in the suspected area of the
Milner Trench. Our geologist recommended that this area be further prospected
and mapped in more detail. Based on the results of Phase I of our exploration
program our geologist recommended that we proceed with Phase II of our
exploration program.

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Phase II Exploration  August, 2005

Phase II was completed in August, 2005 at a cost of $6,100.
During the period from April through August 2005, a program of grid
establishment and soil geochemical sampling was conducted on the Magnolia
property. A survey grid, comprised of 10 east-west oriented lines of 900 metres
length, spaced at 100 metre intervals was established across a portion of the
Magnolia property. A total of nine kilometres of grid was surveyed and stations
established at 25 metre intervals.

A total of 188 soil samples were collected at 50 metre
intervals along the lines. Soils were collected at a depth of approximately 30
centimetres utilizing a grub hoe and shovel. Samples were marked with the grid
location. If no soil was present at a proposed sample site the site was moved
east or west until a suitable sample could be collected. Soil samples were
shipped to Acme Analytical Laboratories Ltd., in Vancouver, BC for analysis.

We received the final Phase II report from our geologist on
January 31, 2006. The results of the Phase II exploration revealed several
coincident copper, iron and gold soil anomalies occurring within the area
between the Capsheaf and Southcap showings located at the north and south ends
of the soil grid respectively. Our geologist recommended that these anomalies be
followed up by ground magnetics and detailed geological mapping as part of Phase
III of our exploration program.

Phase III Exploration  September, 2005

Based on the preliminary recommendations of our geologist on
Phase II, we commenced Phase III of our exploration program in September, 2005.
The Phase III exploration work conducted in September, 2005 consisted of
geological mapping on a flagged grid within prospective areas identified by the
two previous phases. We expect to complete Phase III in early to mid 2006
subject to weather conditions.

PLAN OF OPERATION

Our business plan is to proceed with the exploration of the
Magnolia Claim to determine whether there are proven reserves of gold, silver,
copper and iron or other metals. As at the date of this quarterly report, we
have completed Phases I, II and a portion of Phase III of our exploration
program at a cost of $15,103.

Based on the preliminary recommendations of our geologist
following Phase II of our exploration program we commenced Phase III in
September, 2005. We expect to complete Phase III in early to mid 2006 subject to
weather conditions. Once the results from Phase III are received, we will assess
whether to proceed to any further exploration phases. In making this
determination, we will make an assessment as to whether the results from phases
I, II and III are sufficiently positive to enable us to obtain the financing
necessary to proceed. This assessment will include an assessment of our cash
reserves, the price of minerals and the market for financing of mineral
exploration projects at the time of our assessment. Problems such as unusual or
unexpected formations and other conditions are involved in mineral exploration
and often result in unsuccessful exploration efforts. If the results of
exploration do not reveal viable commercial mineralization, we may decide to
abandon our claim and acquire new claims for exploration. The acquisition of
additional claims will be dependent upon our possessing sufficient capital
resources at the time in order to purchase such claims. If no funding is
available, we may be forced to abandon our operations. In this regard, we
presently have not entered into any discussions, understandings, arrangements or
other agreements, preliminary or otherwise, and do not have

6

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any present intention to acquire or be acquired by another
company through a merger, reverse acquisition or otherwise.

We have sufficient cash on hand to complete Phase III of our
exploration program. Further exploration work, however, may require additional
funding in the event that our cash on hand is insufficient for any additional
work proposed. However, we cannot provide investors with any assurance that we
will be able to raise sufficient funding from the sale of our common stock to
fund additional phases of the exploration program, should we decide to proceed.
We believe that debt financing will not be an alternative for funding any
further phases in our exploration program. The risky nature of this enterprise
and lack of tangible assets places debt financing beyond the credit-worthiness
required by most banks or typical investors of corporate debt until such time as
an economically viable mine can be demonstrated. We do not have any arrangements
in place for any future equity financing.

Cash Requirements

We anticipate that we will incur over the next twelve months
the following expenses:

Category
      Planned Expenditures over the
        Next Twelve Months (US$)Professional Fees
    $9,000Office Expenses
    $1,000Mineral Exploration Expenses
    $4,500TOTAL
    $14,500


We had cash in the amount of approximately $27,435 as of
January 31, 2006. Our total expenditures over the next twelve months are
anticipated to be approximately $14,500, the majority of which is due to
general, legal, accounting and administrative expenses associated with our
becoming a reporting issuer under the Exchange Act and our ongoing mineral
exploration expenses. We do not have plans to purchase any significant equipment
or change the number of our employees during the next twelve months. Until we
obtain additional financing our directors and officers have agreed to fund our
property exploration costs and working capital requirements for the next twelve
months. After the twelve month period, and in the event we decide to proceed
with Phase IV of our exploration program, we will require additional financing
for any operational or exploratory expenses.

We intend to generate revenue through the sale and production
of precious metals, including gold and silver, and/or commercial metals found on
our property. As of the date of this quarterly report, we have not established
that minerals exist on our property of a type and in a quantity and
concentration that would warrant commercial mining. There can be no assurance
that commercially viable mineral deposits will be found to exist on our
properties, or that we will be able to design a commercially viable process to
extract the precious metals.

During this exploration stage, our officers will only be
devoting approximately five hours per week of their time to our business. We do
not foresee this limited involvement as negatively impacting our company over
the next twelve months as all exploratory work is being performed by our

7

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geological consultant, Mr. Reynolds, who contracts with
appropriately experienced parties to complete work programs. If, however, the
demands of our business require more business time of Mr. Curtis and Mr. King,
such as raising additional capital or addressing unforeseen issues with regard
to our exploration efforts, they are prepared to adjust their timetable to
devote more time to our business. However, they may not be able to devote
sufficient time to the management of our business, as and when needed.

RESULTS OF OPERATIONS

Revenue

Our plan of operation is to conduct mineral exploration
activities on the Magnolia Claim in order to assess whether they possess mineral
reserves of gold, silver, copper and iron or other metals capable of commercial
extraction.

We have not earned any revenue since inception. We do not
anticipate earning revenues until such time as we enter into commercial
production of our mineral properties. We are presently in the exploration stage
of our business and we can provide no assurance that we will discover proven
reserves on our properties, or if such deposits are discovered, that we will
enter into further substantial exploration programs.

Operating Expenses

Our operating expenses for the interim period ended December
31, 2005 consisted of the following:

Third Quarter Ended December 31
    
    Nine Months Ended December 312005
    2004
    
    2005
    2004Accounting Fees
    $4,450
    $3,780
    
    $6,920
    $5,280Bank Charges
    10
    0
    
    35
    103Exploration and
Development
    0
    0
    
    11,050
    0Legal Fees
    4,624
    6,600
    
    12,263
    13,479Office Administration
    0
    1,500
    
    414
    4,500Regulatory Expenses
    1,721
    70
    
    3,470
    5,715Rent
    600
    750
    
    2,100
    2,250Total Operating Expenses
    $11,405
    $12,700
    
    $36,252
    $31,327


We anticipate our operating expenses will increase as a result
of us becoming a reporting company under the Exchange Act. We incurred a loss in
the amount of $168,042 for the period from inception to December 31, 2005. Our
loss was attributable entirely to operating expenses.

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Liquidity And Capital Resources

|Working Capital     |                            |                         |                      
|------------------- | -------------------------- | ----------------------- | ---------------------
|                    |                            |                         | Percentage           
|                    | At
      December 31, 2005 | At
      March 31, 2005 | Increase / (Decrease)
|Current Assets      | $35,160                    | $7,941                  | 342%                 
|Current Liabilities | 19,535                     | 16,064                  | 21.6%                
|Working Capital     | $15,625                    | $(8,123)                | (37.5)%              

|Cash Flows                                    |                   |                  
|--------------------------------------------- | ----------------- | -----------------
|                                              | Nine Months Ended | Nine Months Ended
|                                              | December 31, 2005 | December 31, 2004
|Cash Flows Used By Operating
      Activities | $(53,483)         | $(26,064)        
|Cash Flows From Investing Activities          | 0                 | 0                
|Cash Flows From Financing
      Activities    | 60,000            | 45,000           
|Net Increase (Decrease) In Cash During Period | $6,517            | $18,936          

We have cash of $27,435 and working capital of approximately
$27,000 as of January 31, 2006. The increase in our working capital is primarily
a result of the completion of the offering of 800,000 shares of our common stock
at a price of $0.075 per share to four investors on September 30, 2005. The
total amount we received from this offering was $60,000. Our working capital is
sufficient to pay for the estimated costs of Phase III and our estimated
expenses. Over the next twelve months; however, we will need additional
financing to complete the remaining phases of our exploration program. If
required, our directors and officers have agreed to fund our property
exploration costs and working capital requirements for the next twelve
months.

Future Financing

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 are
dependent upon obtaining financing to pursue any extensive exploration
activities. For these reasons, our auditors stated in their report to our
audited financial statements for the year ended March 31, 2005 that they have
substantial doubt we will be able to continue as a going concern.

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 of additional sales of our equity
securities or arrange for debt or other financing for to fund our planned
mining, development and exploration activities.

In the event that additional financing will be necessary to
conduct any or further exploration, we may consider bringing in an additional
joint venture partner to provide the required funding. We have not undertaken
any efforts to locate a joint venture partner. In addition, we may not ever be
able to locate a joint venture partner who will assist us in funding our
exploration of the Magnolia Claim.

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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.

CRITICAL ACCOUNTING POLICIES

The financial statements presented with this Quarterly Report
on Form 10-QSB have been prepared in accordance with generally accepted
accounting principles in the United States of America for interim financial
information. These financial statements do not include all information and
footnote disclosures required for an annual set of financial statements prepared
under United States generally accepted accounting principles. In the opinion of
our management, all adjustments (consisting solely of normal recurring accruals)
considered necessary for a fair presentation of the financial position, results
of operations and cash flows as at December 31, 2005 and for all periods
presented in the attached financial statements, have been included. Interim
results for the three month and nine month period ended December 31, 2005 are
not necessarily indicative of the results that may be expected for the fiscal
year as a whole.

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in the notes to our interim financial statements for the period ended
December 31, 2005.

Exploration Stage Company

Greenlite has been in the exploration stage since its formation
and has not yet realized any revenues from its planned operations. Greenlite is
primarily engaged in the acquisition and exploration of mining properties. Upon
the location of commercially minable reserves, Greenlite plans to prepare for
mineral extraction and enter the development stage. To date, the exploration
stage of Greenlites operations consists of contracting with a geologist to
sample and assess the mining viability of Greenlites mineral claim.

Mineral Rights

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

Pro Forma Compensation Expense

Greenlite accounts for costs of stock-based compensation in
accordance with APB No. 25, "Accounting for Stock Based Compensation" instead of
the fair value based method in SFAS No. 123. No stock options have been issued
by Greenlite.

Use of Estimates

Management uses estimates and assumptions in preparing
Greenlites 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.

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RISKS AND UNCERTAINTIES

Because our executive officers do not have formal training
specific to the technicalities of mineral exploration, there is a higher risk
our business will fail.

Mr. John Curtis and Mr. Douglas King, our executive officers
and directors, do not have any formal training as geologists or in the technical
aspects of management of a mineral exploration company. Our management lacks
technical training and experience with exploring for, starting, and operating a
mine. With no direct training or experience in these areas, our management may
not be fully aware of the specific requirements related to working within this
industry. Our management's decisions and choices may not take into account
standard engineering or managerial approaches mineral exploration companies
commonly use. Consequently, our operations, earnings, and ultimate financial
success could suffer irreparable harm due to management's lack of experience in
this industry.

If we do not obtain additional financing, our business will
fail.

As of January 31, 2006, we have cash in the amount of $27,435
and working capital of approximately $27,000. Our business plan calls for
significant expenses in connection with the exploration of our mineral claims.
We have completed Phases I and II of our exploration program and commenced Phase
III of our exploration program. Our current operating funds may only cover the
estimated costs of Phase III. In order for us to perform any further exploration
or extensive testing we will need to obtain additional financing. Until we
obtain additional financing our directors and officers have agreed to fund our
property exploration costs and working capital requirements for the next twelve
months. We will require additional financing to sustain our business operations
if we are not successful in earning revenues once exploration is complete. We
currently do not have any arrangements for financing and we may not be able to
obtain financing when required. Obtaining additional financing would be subject
to a number of factors, including the market prices for the mineral property and
gold, silver, copper and iron. These factors may make the timing, amount, terms
or conditions of additional financing unavailable to us.

We have yet to attain profitable operations and because we
will need additional financing to fund our exploration activities, our
accountants believe there is substantial doubt about our ability to continue as
a going concern.

We have incurred a net loss of $166,875 for the period from
December 21, 2000 (inception) to December 31, 2005, and have no revenues to
date. Our future is dependent upon our ability to obtain financing and upon
future profitable operations from the development of our mineral claim. These
factors raise substantial doubt that we will be able to continue as a going
concern.

Our financial statements included with this Quarterly Report
have been prepared assuming that we will continue as a going concern. Our
auditors have made reference to the substantial doubt as to our ability to
continue as a going concern in their audit report on our audited financial
statements for the year ended March 31, 2005. If we are not able to achieve
revenues, then we may not be able to continue as a going concern and our
financial condition and business prospects will be adversely affected.

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Because of the speculative nature of exploration of mining
properties, there is substantial risk that no reserves will be found and our
business will fail.

We are in the initial stages of exploration of our mineral
claim, and thus have no way to evaluate the likelihood that we will be able to
operate the business successfully. We were incorporated on December 21, 2000
and, to date, have been involved primarily in organizational activities and the
acquisition of the Magnolia mineral claim. We have not earned any revenues as of
the date of this Quarterly Report. Potential investors should be aware of the
difficulties normally encountered by new mineral exploration companies and the
high rate of failure of such enterprises. The search for valuable minerals as a
business is extremely risky. We may not find reserves of gold, silver, copper,
and iron in our mineral claim. Exploration for minerals is a speculative venture
necessarily involving substantial risk. The expenditures to be made by us on our
exploration program may not result in the discovery of commercial quantities of
ore. The likelihood of success must be considered in light of the problems,
expenses, difficulties, complications and delays encountered in connection with
the exploration of the mineral properties that we plan to undertake. Problems
such as unusual or unexpected formations and other conditions are involved in
mineral exploration and often result in unsuccessful exploration efforts. In
such a case, we would be unable to complete our business plan.

Even if we discover proven reserves of precious metals on
our mineral claim, we may not be able to successfully commence commercial
production.

Our mineral claim does not contain any known bodies of ore. If
our exploration programs are successful in discovering proven reserves on our
mineral claim, we will require additional funds in order to place the mineral
claim into commercial production. The expenditures to be made by us in the
exploration of mineral claims in all probability will be lost as it is an
extremely remote possibility that the mineral claim will contain proven
reserves. If our exploration programs are successful in discovering proven
reserves, we will require additional funds in order to place the Magnolia Claim
into commercial production. The funds required for commercial mineral production
can range from several million to hundreds of millions. We currently do not have
sufficient funds to place our mineral claim into commercial production.
Obtaining additional financing would be subject to a number of factors,
including the market prices for gold, silver, copper and iron and the costs of
exploring for or mining these materials. These factors may make the timing,
amount, terms or conditions of additional financing unavailable to us. Because
we will need additional financing to fund our exploration activities there is
substantial doubt about our ability to continue as a going concern. At this
time, there is a risk that we will not be able to obtain such financing as and
when needed.

We have no known mineral reserves and if we cannot find any
we will have to acquire additional mineral claims or cease our
operations.

We have no mineral reserves. If we do not find a mineral
reserve containing gold or if we cannot explore the mineral reserve, either
because we do not have the money to do it or because it will not be economically
feasible to do so, we will have to cease operations and you will lose your
investment. Mineral exploration, particularly for gold, is highly speculative.
It involves many risks and is often non-productive. The chances of finding
reserves on our mineral properties are remote and funds expended on exploration
will likely be lost. If the results of exploration do not reveal mineral
reserves, we may decide to abandon our claim and acquire new claims for
exploration. The acquisition of additional claims will be dependent upon our
possessing sufficient capital resources at the time in order to purchase such
claims. If no funding is available, we may be forced to abandon our operations.
We have not entered into any discussions, understandings,

12

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arrangements or other agreements, preliminary or otherwise, for
acquiring any additional mineral claims and/or funding arrangements for the
purpose of acquiring additional mineral claims.

Because we anticipate our operating expenses will increase
prior to our earning revenues, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate revenues from the exploration of our
mineral claim, we will not be able to earn profits or continue operations. There
is no history upon which to base any assumption as to the likelihood that we
will prove successful, and we can provide investors with no assurance that we
will generate any revenues or ever achieve profitability. If we are unsuccessful
in addressing these risks, our business will most likely fail.

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages as we
conduct our business.

The search for valuable minerals involves numerous hazards and
risks normally incident to exploring for and developing mineral properties. As a
result, we may become subject to liability for such hazards, including
pollution, cave-ins, unusual or unexpected geological formations, environmental
pollution, personal injuries, flooding, changes in technology or mining
techniques, periodic interruptions, industrial accidents, and other hazards
against which we cannot insure or against which we may elect not to insure. At
the present time we have no coverage to insure against these hazards and have no
plans to insure against these hazards. The payment of such liabilities may have
a material adverse effect on our financial position.

Because our executive officers have only agreed to provide
their services on a part-time basis, they may not be able or willing to devote a
sufficient amount of time to our business operations, which may cause our
business to fail.

Our executive officers are employed on a full time basis by
other companies. Because we are in the early stages of our business, Mr. Curtis
and Mr. King will not be spending a significant amount of time on our business.
Mr. Curtis and Mr. King each expect to expend approximately 5 hours per week on
our business. Competing demands on their time may lead to a divergence between
their interests and the interests of other shareholders.

As we undertake exploration of our mineral claim, we will be
subject to compliance with government regulation that may increase the
anticipated cost of our exploration program.

There are several governmental regulations that materially
restrict mineral exploration. We will be subject to the laws of the Province of
British Columbia as we carry out our exploration program. We may be required to
obtain work permits, post bonds and perform remediation work for any physical
disturbance to the land in order to comply with these laws. While our planned
exploration program budgets for regulatory compliance, there is a risk that new
regulations could increase our costs of doing business and prevent us from
carrying out our exploration program. Our annual cost of compliance with the
Mineral Tenure Act is presently approximately $2,988 (CDN$3,600) per year.

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If we receive positive results from our exploration program
and we decide to pursue commercial production, we may be subject to an
environmental review process that may delay or prohibit commercial
production.

If the results of our geological exploration program indicate
reserves on our mineral claim, and we decide to pursue commercial production of
our mineral claim, we may be subject to an environmental review process under
the Federal and Provincial Environmental Assessment Acts (EAA). Compliance
with an environmental review process may be costly and may delay commercial
production. Permits and regulations will control all aspects of any production
program if the project continues to that stage because of the potential impact
on the environment. Permits, issued by the British Columbia Ministry of Energy
and Mines under the provisions of the British Columbia EAA, are required for
approval of reclamation programs. Permits, issued by the Ministry of
Environment, Lands and Parks under the provisions of the Federal EAA, are
required for any air emissions and water discharges from a minesite.

Both reclamation and environmental remediation refer to putting
disturbed ground back as close to its original state as possible. Other
potential pollution or damage must be cleaned-up and renewed along standard
guidelines outlined in the usual permits. Reclamation is the process of bringing
the land back to its natural state after completion of exploration activities.
Environmental remediation refers to the physical activity of taking steps to
remediate, or remedy, any environmental damage caused. The amount of these costs
is not known at this time as we do not know the extent of the exploration
program that will be undertaken beyond completion of the recommended work
program. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess the
impact of any capital expenditures on earnings, our competitive position or on
us in the event a potentially economic deposit is discovered.

Prior to undertaking mineral exploration activities, we must
make an application under the British Columbia Mines Act for a permit, if we
anticipate disturbing land. A permit is issued within 45 days of a complete and
satisfactory application, and can cost between $100 to $500, depending on the
scope of the permit. We do not anticipate any difficulties in obtaining a
permit, if needed. The initial exploration activities on the Magnolia Claim
(grid establishment, geological mapping, soil sampling, geophysical surveys) do
not involve ground disturbance and as a result do not require a work permit. Any
follow-up trenching and/or drilling will require permits, applications for which
will be submitted well in advance of the planned work.

If we enter the production phase, the cost of complying with
permit and regulatory environment laws will be greater because the impact on the
project area is greater. Permits and regulations will control all aspects of the
production program if the project continues to that stage. Examples of
regulatory requirements include:

| | (i)   | Water discharge will have to meet drinking water
      standards;                                              
| | ----- | ---------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                
| | (ii)  | Dust generation will have to be minimal or otherwise
      re-mediated;                                        
| |       |                                                                                                                
| | (iii) | Dumping of material on the surface will have to be
      re-contoured and re-vegetated with natural vegetation;
| |       |                                                                                                                
| | (iv)  | An assessment of all material to be left on the surface
      will need to be environmentally benign;          

14

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| | (v)   | Ground water will have to be monitored for any potential
      contaminants;                                                                    
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                 
| | (vi)  | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have to be remediated;
and                
| |       |                                                                                                                                                 
| | (vii) | There will have to be an impact report of the work on the
      local fauna and flora including a study of potentially endangered
      species.

An environmental review process would be required if we plan to
construct a producing mine facility with production capacity of 75,000 tonnes
(82,500 tons) of mineral ore per year. We would be required to apply under the
British Columbia EAA for a determination as to whether an environmental review
was required. Furthermore, there is the possibility that we would not be able to
proceed with commercial production upon completion of the environmental review
process if government authorities did not approve our mine or if the costs of
compliance with government regulation adversely affected the commercial
viability of the proposed mine.

Title to our mineral claim is registered in the name of
another person. Our failure to register legal title to the claim in our name may
result in the loss of our interest in the claim.

Title to the mineral claim is not held in our name. Title to
the claim is recorded in the name of Lorrie Ann Archibald, a British Columbia
resident from whom we purchased our mineral claim. In the event Ms. Archibald
were to transfer legal title to our mineral claim to another party, we may not
have a claim against the third party and may be forced to commence an action
against Ms. Archibald. There is no assurance that we would succeed in recovering
legal title to our mineral claim or recover damages from Ms. Archibald in such
instance.

If a market for our common stock does not develop,
shareholders may be unable to sell their shares.

There is currently no market for our common stock and a market
may never develop. We are currently applying for listing of our common stock on
the OTC Bulletin Board. However, our shares may never be traded on the bulletin
board or, if traded, a public market may never materialize. If our common stock
is not traded on the bulletin board or if a public market for our common stock
does not develop, investors may not be able to re-sell the shares of our common
stock that they have purchased and may lose all of their investment.

If a market for our common stock develops, our stock price
may be volatile.

If a market for our common stock develops, we anticipate that
the market price of our common stock will be subject to wide fluctuations in
response to several factors, including:

| | • | the results of our geological exploration program;      
| | - | --------------------------------------------------------
| | • | our ability or inability to arrange for financing;      
| | • | commodity prices for silver, gold, copper, and iron; and
| | • | conditions and trends in the mining industry.           

Further, if our common stock is traded on the OTC Bulletin
Board, our stock price may be impacted by factors that are unrelated or
disproportionate to our operating performance. These market fluctuations, as
well as general economic, political and market conditions, such as recessions,
interest rates or international currency fluctuations may adversely affect the
market price of our common stock.

15

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Because our president, Mr. John Curtis, owns 47.1% of our
outstanding common stock, investors may find that corporate decisions influenced
by Mr. Curtis are inconsistent with the best interests of other
stockholders.

Mr. John Curtis, our president and sole director, controls
47.1% of our issued and outstanding shares of Common Stock. Accordingly, in
accordance with our articles of incorporation and bylaws, Mr. Curtis is able to
control who is elected to our board of directors and thus could act, or could
have the power to act, as our management. The interests of Mr. Curtis may not
be, at all times, the same as that of other shareholders. Since Mr. Curtis is
not simply a passive investor but is also one of our active executives, 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. Curtis 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. Curtis 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. Curtis 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.

Our shares constitute a penny stock under the Exchange Act. The
shares will remain classified as a penny stock for the foreseeable future. The
classification as a penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his or her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares will be subject to rules
15g-1 through 15g-10 of the Exchange Act. Rather than having to comply with
these rules, some broker-dealers will refuse to attempt to sell a penny stock.

16

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ITEM 3.               
  CONTROLS AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, our
management carried out an evaluation, under the supervision and with the
participation of our principal executive officer and principal financial officer
of the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
Based on this evaluation, our principal executive officer and principal
financial officer have concluded that our disclosure controls and procedures
are, as of the date covered by this Quarterly Report, effective to ensure that
the information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC rules and forms.

Changes In Internal Controls Over Financial
Reporting

In connection with the evaluation of our internal controls
during our last fiscal quarter, our principal executive officer and principal
financial officer has determined that there have been no changes to our internal
controls over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal controls over financial reporting.

17

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PART II - OTHER INFORMATION

ITEM
1.               
LEGAL PROCEEDINGS.

None.

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

We registered the resale of 1,700,000 shares of our common
stock (the Shares) offered by selling stockholders of Greenlite at a price of
$0.10 per share pursuant to a registration statement on Form SB-2 under the
Securities Act of 1933 (the Offering). The SEC declared our registration
statement on Form SB-2 (File No. 333-113429), effective at 5:30 p.m. (Pacific)
on February 2, 2006 (the Effective Date). We have expended $25,000 on the
costs of the Offering to date.

ITEM
3.               
DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM
4.               
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM
5.               
OTHER INFORMATION.

None.

18

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ITEM
6.               
EXHIBITS AND REPORTS ON FORM 8-K.

|Exhibit |  |                                                                                                                                                                       
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibits                                                                                                                                               
|        |  |                                                                                                                                                                       
|3.1     |  | Articles of Incorporation.(1)                                                                                                                                         
|        |  |                                                                                                                                                                       
|3.2     |  | Bylaws, as amended.(1)                                                                                                                                                
|        |  |                                                                                                                                                                       
|10.1    |  | Mineral Claim Purchase Agreement
        between Greenlite Ventures Inc. and Lorrie Ann Archibald dated April 30,
        2002.(1)                                    
|        |  |                                                                                                                                                                       
|10.2    |  | Bill of Sale.(1)                                                                                                                                                      
|        |  |                                                                                                                                                                       
|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.

|(1) | Filed as an exhibit to our registration statement on Form
      SB-2 originally filed with the SEC on March 9, 2004, as
  amended.
|--- | ----------------------------------------------------------------------------------------------------------------------------------

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the
fiscal quarter ended December 31, 2005. We have not filed any Current Reports on
Form 8-K since December 31, 2005.

19

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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: | March 7, 2006 | By: | /s/
      John Curtis                
|      |               |     | JOHN CURTIS                          
|      |               |     | Chief Executive Officer and President
|      |               |     | (Principal Executive Officer )       
|      |               |     |                                      
|      |               |     |                                      
|      |               |     |                                      
|Date: | March 7, 2006 | By: | /s/
      Douglas King               
|      |               |     | DOUGLAS KING                         
|      |               |     | Chief Financial Officer              
|      |               |     | Secretary and Treasurer              
|      |               |     | (Principal Accounting Officer)       

---