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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended June 30, 2007

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

For the transition period from ________ 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(Address of principal executive offices)

(360) 318-3028(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 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 is a shell company
(as defined in Rule 12b-2 of the 
  Exchange Act). Yes [X]   No [   ]

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of August
15, 2007, the Issuer had 10,600,000 Shares of Common Stock
outstanding.

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

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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 three months ended June 30, 2007 are
not necessarily indicative of the results that can be expected for the year
ending March 31, 2008.

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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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors 
  Greenlite Ventures Inc.

We have reviewed the accompanying balance sheet of Greenlite
  Ventures Inc. as of June 30, 2007, and the statements of operations and accumulated
  deficit, changes in stockholders deficit, and statements of cash flows
  for the three month periods ended June 30, 2007 and June 30, 2006, and for the
  period December 21, 2000 (date of inception) to June 30, 2007. 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 suffered 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, 2007, and the related statements
  of operations and accumulated deficit, changes in stockholders deficit,
  and cash flows for the year then ended (not presented herein); and in our report
  dated June 13, 2007, 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, 2007 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 
  August 15, 2007

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

|                                           |   | (Unaudited) |   |   | (Audited) |  
|------------------------------------------ | - | ----------- | - | - | --------- | -
|                                           |   | June 30,    |   |   | March 31, |  
|                                           |   | 2007        |   |   | 2007      |  
|ASSETS                                     |  
|                                           |   |             |   |   |           |  
|Current Assets                             |   |             |   |   |           |  
|Cash                                       | $ | 13,542      |   | $ | 23,870    |  
|                                           |   |             |   |   |           |  
|Total Current Assets                       |   | 13,542      |   |   | 23,870    |  
|                                           |   |             |   |   |           |  
|TOTAL ASSETS                               | $ | 13,542      |   | $ | 23,870    |  
|                                           |   |             |   |   |           |  
|                                           |   |             |   |   |           |  
|LIABILITIES AND STOCKHOLDERS'
      EQUITY |  
|                                           |   |             |   |   |           |  
|                                           |   |             |   |   |           |  
|Current Liabilities                        |   |             |   |   |           |  
|Accounts Payable
      and                 |   |             |   |   |           |  
|Accrued
      Expenses                     | $ | 29,264      |   | $ | 21,698    |  
|Interest Payable                           |   | 2,905       |   |   | 1,658     |  
|                                           |   |             |   |   |           |  
|Total Current Liabilities                  |   | 32,169      |   |   | 23,356    |  
|                                           |   |             |   |   |           |  
|Long Term Debt                             |   | 50,000      |   |   | 50,000    |  
|Stockholders' Equity                       |   |             |   |   |           |  
|Common Stock, $0.001
      par value       |   |             |   |   |           |  
|100,000,000
      shares authorized,       |   |             |   |   |           |  
|10,600,000 shares issued                   |   | 10,600      |   |   | 10,600    |  
|Additional Paid in Capital                 |   | 171,900     |   |   | 171,900   |  
|Deficit Accumulated
      during           |   |             |   |   |           |  
|the
      Exploration Stage                |   | (251,127    | ) |   | (231,986  | )
|Total Stockholders' Equity/(Deficit)       |   | (68,627     | ) |   | (49,486   | )
|                                           |   |             |   |   |           |  
|TOTAL LIABILITIES AND                      |   |             |   |   |           |  
|STOCKHOLDERS' EQUITY/(DEFICIT)             | $ | 13,542      |   | $ | 23,870    |  

See Notes to Financial Statements

F-2

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

|                           |   | THREE MONTHS ENDED |   |   |              |  
|-------------------------- | - | ------------------ | - | - | ------------ | -
|                           |   | JUNE 30,           |   |   | INCEPTION to |  
|                           |   | 2007               |   |   | 2006         |  
|                           |   |                    |   |   |              |  
|Revenues                   | $ | -0-                |   | $ | -0-          |  
|                           |   |                    |   |   |              |  
|Operating Expenses         |   | (19,141            | ) |   | (14,408      | )
|                           |   |                    |   |   |              |  
|Loss Before Provision for  |   |                    |   |   |              |  
|Income Taxes               |   | (19,141            | ) |   | (14,408      | )
|                           |   |                    |   |   |              |  
|Provision for Income Taxes |   | (-0-               | ) |   | (-0-         | )
|                           |   |                    |   |   |              |  
|Net Loss                   |   | (19,141            | ) |   | (14,408      | )
|                           |   |                    |   |   |              |  
|Accumulated Deficit,       |   |                    |   |   |              |  
|Beginning of Period        |   | (231,986           | ) |   | (179,712     | )
|                           |   |                    |   |   |              |  
|Accumulated Deficit,       |   |                    |   |   |              |  
|End of Period              | $ | (251,127           | ) | $ | (194,120     | )
|                           |   |                    |   |   |              |  
|                           |   |                    |   |   |              |  
|Net Loss per Share         | $ | (0.00              | ) | $ | (0.00        | )
|                           |   |                    |   |   |              |  
|Weighted Average           |   |                    |   |   |              |  
|Shares Outstanding         |   | 10,600,000         |   |   | 10,600,000   |  

See Notes to Financial Statements

F-3

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GREENLITE VENTURES INC. 
  (AN EXPLORATION STAGE COMPANY)STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT) 
  (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
      )Balances, March 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
      )Balances, March 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
      )Balances, March 31, 2003
      
      8,900,000
      
      $
      8,900
      
      $
      68,600
      
      $
      (38,757
      )
      $
      38,743Net Loss, Period EndedMarch 31, 2004
      
      ----
      
      
      ----
      
      
      ----
      
      
      (45,729
      )
      
      (45,729
      )Balances, March 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
      )Balances, March 31, 2005
      
      9,800,000
      
      
      9,800
      
      
      112,700
      
      
      (130,623
      )
      
      (8,123
      )


See Notes to Financial Statements

F-4

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

Common Stock
      
      
      Additional
      
      
      Accumulated
      
      
      TotalDollar
      
      
      Paid in
      
      
      Deficit
      
      
      Stockholders'Shares
      
      
      Amount
      
      
      Capital
      
      
      
      
      
      EquityBalances, March 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 EndedMarch 31, 2006
      
      ----
      
      
      ----
      
      
      ----
      
      
      (49,089
      )
      
      (49,089
      )Balances, March 31, 2006
      
      10,600,000
      
      $
      10,600
      
      $
      171,900
      
      $
      (179,712
      )
      $
      2,788Net Loss, Period EndedMarch 31, 2007
      
      ----
      
      
      ----
      
      
      ----
      
      
      (52,274
      )
      
      (52,274
      )Balances, March 31, 2007
      
      10,600,000
      
      $
      10,600
      
      $
      171,900
      
      $
      (231,986
      )
      $
      (49,486
      )Net Loss, Period EndedJune 30, 2007
      
      ----
      
      
      ----
      
      
      ----
      
      
      (19,141
      )
      
      (19,141
      )Balances, June 30, 2007
      
      10,600,000
      
      $
      10,600
      
      $
      171,900
      
      $
      (251,127
      )
      $
      (68,627
      )


See Notes to Financial Statements

F-5

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

|                                |   | THREE MONTHS ENDED |   |   |              |  
|------------------------------- | - | ------------------ | - | - | ------------ | -
|                                |   | JUNE 30,           |   |   | INCEPTION to |  
|                                |   | 2007               |   |   | 2006         |  
|                                |   |                    |   |   |              |  
|Cash Flows from                 |   |                    |   |   |              |  
|Operating Activities:           |   |                    |   |   |              |  
|                                |   |                    |   |   |              |  
|Net Loss                        | $ | (19,141            | ) | $ | (14,408      | )
|                                |   |                    |   |   |              |  
|Adjustments to Reconcile        |   |                    |   |   |              |  
|Net Income to Net Cash          |   |                    |   |   |              |  
|Provided/(Used) by              |   |                    |   |   |              |  
|Operating Activities:           |   |                    |   |   |              |  
|(Increase)Decrease in:          |   |                    |   |   |              |  
|ReceivableTrust
      Account  |   | -0-                |   |   | 2,996        |  
|Increase(Decrease) in:          |   |                    |   |   |              |  
|Accounts
      Payable          |   | 7,566              |   |   | 4,155        |  
|Interest
      Payable          |   | 1,247              |   |   | -0-          |  
|                                |   |                    |   |   |              |  
|Net Cash Used by                |   |                    |   |   |              |  
|Operating
      Activities      |   | (10,328            | ) |   | (7,257       | )
|                                |   |                    |   |   |              |  
|Cash Flows from                 |   |                    |   |   |              |  
|Investing Activities            |   | -0-                |   |   | -0-          |  
|                                |   |                    |   |   |              |  
|Cash Flows from                 |   |                    |   |   |              |  
|Financing Activities:           |   |                    |   |   |              |  
|Proceeds from Issuance of Debt  |   | -0-                |   |   | -0-          |  
|Proceeds from Issuance of       |   |                    |   |   |              |  
|Common Stock                    |   | -0-                |   |   | -0-          |  
|                                |   |                    |   |   |              |  
|Net Cash Provided by            |   |                    |   |   |              |  
|Financing
      Activities      |   | -0-                |   |   | -0-          |  
|                                |   |                    |   |   |              |  
|Net Increase (Decrease) in Cash |   | (10,328            | ) |   | (7,257       | )
|                                |   |                    |   |   |              |  
|Cash at Beginning of Period     |   | 23,870             |   |   | 10,865       |  
|                                |   |                    |   |   |              |  
|Cash at End of Period           | $ | 13,542             |   | $ | 3,608        |  

See Notes to Financial Statements

F-6

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GREENLITE VENTURES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO FINANCIAL STATEMENTS(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

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. 123 and 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 Rights

Mineral rights and related exploration costs are expensed as
  they are incurred, as their recoverability is presumed to be insupportable during
  the exploration stage.

F-7

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**GREENLITE VENTURES INC. 
  (AN EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS(Unaudited)**

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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.

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 and certain investments.

Per Share Information

The 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-8

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**GREENLITE VENTURES INC. 
  (AN EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS(Unaudited)**

NOTE 2 - PROVISION FOR INCOME TAXES

The provision for income taxes for the periods ended June 30,
  2007 and June 30, 2006 represents the minimum state income tax expense of the
  Company, which is not considered significant.

NOTE 3  LONG-TERM DEBT

On October 31, 2006, the Companys Board of Directors approved
  a private placement of 10% convertible notes for proceeds of $50,000. These
  notes were issued on November 30, 2006, are due on October 31, 2008, and bear
  interest at 10% annually. The note holders are entitled to convert all or any
  portion of the notes into shares of the Companys common stock, at the
  lesser of $0.10 per share or 75% of the average trading price for the ten trading
  days immediately preceding the date of conversion. The proceeds are intended
  to fund completion of work on the Companys mineral claim, and for working
  capital purposes.

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.

NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

F-9

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**GREENLITE VENTURES INC. 
  (AN EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS(Unaudited)**

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 $251,127 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-10

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SUPPLEMENTAL STATEMENT

















F-11

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

|                            |   | THREE MONTHS ENDED |  |   |              | 
|--------------------------- | - | ------------------ |  | - | ------------ | 
|                            |   | JUNE 30,           |  |   | INCEPTION to | 
|                            |   | 2007               |  |   | 2006         | 
|Operating Expenses:         |   |                    |  |   |              | 
|Accounting                  | $ | 5,950              |  | $ | 6,090        | 
|Bank Charges                |   | -0-                |  |   | -0-          | 
|Exploration and Development |   | 2,485              |  |   | -0-          | 
|Interest                    |   | 1,247              |  |   | -0-          | 
|Legal                       |   | 3,147              |  |   | 5,031        | 
|Office Administration       |   | 3,000              |  |   | 25           | 
|Property Rights             |   | -0-                |  |   | -0-          | 
|Regulatory Expenses         |   | 2,712              |  |   | 2,635        | 
|Rent                        |   | 600                |  |   | 600          | 
|Telephone                   |   | -0-                |  |   | 27           | 
|Travel & Entertainment      |   | -0-                |  |   | -0-          | 
|                            |   |                    |  |   |              | 
|Total Operating Expenses    | $ | 19,141             |  | $ | 14,408       | 

See Accountants' Review Report and Notes

F-12

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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 were incorporated on December 21, 2000 under the laws of the
State of Nevada. We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. We hold a 100% interest in a mineral
claim that we refer to as the Magnolia mineral claim. 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.

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 property. We are presently in the exploration stage of our business and
we can provide no assurance that we will discover proven reserves on our
property, or if such deposits are discovered, that we will enter into further
substantial exploration programs.

The Magnolia Claim

We entered into an agreement dated April 30, 2002 (the Mineral
Claim Purchase Agreement) with Lorrie Ann Archibald of North Vancouver, British
Columbia, Canada, 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 in trust, a British
Columbia resident from whom we purchased our mineral claim. If 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.

3

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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 Claim

The Magnolia Claim comprises one mineral claim with a total
area of 450 hectares, located on Texada Island, British Columbia, Canada, 6.2
miles north of Gillies Bay. The Magnolia Claim 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 or by charter service.

The Magnolia Claim is recorded with the Ministry of Energy,
Mines and Petroleum Resources, 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


Current State of Exploration

Our mineral claim presently does not have any proven mineral
reserves. 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 Results  Completed 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 at a cost of $4,003. 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 associated with intersecting northwest
and northeast trending fault zones. 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.

Phase II Exploration Results  Completed August, 2005

Phase II was completed in August, 2005 at a cost of $6,100.
During the period from April, 2005 through August, 2005, a program of grid
establishment and soil geochemical sampling was conducted on the Magnolia Claim
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 Claim property. A total of nine kilometres of grid was surveyed and
stations established at 25 metre intervals.

4

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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, British Columbia,
Canada, for analysis.

We received the final Phase II report from our geologist dated
November 22, 2005. 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  Initial Phase Completed January,
2007

The initial portion of Phase III was completed in January,
2007. We received a report on Phase III of our exploration program dated March
19, 2007 from Paul Reynolds, our consulting geologist. Pursuant to the report,
the Phase III exploration included a magnetic survey that was conducted over the
grid established in 2005. The magnetic survey was conducted over the entire grid
for a total of nine line kilometres. The results of the survey showed four
north-south trending, strong magnetic highs. These appear to be broken by north
trending and northwest trending faults. The report concluded that many of the
gold in soil anomalies discovered during the 2005 soil geochemical survey are
coincident with or on the periphery of magnetic highs.

Based on the results of the survey, Mr. Reynolds recommended
that we conduct further exploration on the Magnolia property consisting of
expanding the flagged survey grid to the property limits and conducting a
property wide magnetic survey over this grid. In conjunction with the magnetic
survey, Mr. Reynolds recommended geological mapping and prospecting be conducted
over the flagged grid in particular, areas with coincident magnetic and
geochemical anomalies and that further soil sampling should be extended 200
metres north and south of the existing grid. We intend to complete the remaining
portion of phase III during the fall exploration season of 2007.

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, iron or other metals. As at the date of this Quarterly Report, we have
completed Phases I, II and the initial portion of Phase III of our exploration
program at a cost of $16,341.

Based on the preliminary recommendations of our geologist
following Phase II of our exploration program, we completed the initial portion
of Phase III of our exploration program in January of 2007. We expect to
complete the balance of Phase III at an estimated cost of $5,000 during the fall
exploration season of 2007, 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.

5

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Cash Requirements

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

Category
      Planned Expenditures over the
      Next Twelve MonthsProfessional Fees
    $15,000Office Expenses
    $1,000Mineral Exploration Expenses
    $5,000TOTAL
    $21,000


We had cash in the amount of $13,542 as of June 30, 2007. We
have sufficient cash to complete Phase III of our proposed exploration program.
However, we do not have sufficient cash to pay for the anticipated operating
expenses for the next twelve months. The majority of our expenditures are due to
general, legal, accounting and administrative expenses associated with our
reporting requirements 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. After the
twelve month period, and in the event we decide to proceed with additional
phases of our exploration program, we will require additional financing for any
operational or exploratory expenses.

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 us over the next
twelve months as all exploratory work is being performed by our geological
consultant, Paul Reynolds. If, however, the demands of our business require more
business time of our officers, 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

|Three Months Summary |           |                            |                      
|-------------------- | --------- | -------------------------- | ---------------------
|                     |           | Three Months Ended June 30 |                      
|                     |           |                            | Percentage           
|                     | 2007      | 2006                       | Increase / (Decrease)
|Revenue              | $-        | $-                         | N/A                  
|Expenses             | (19,141)  | (14,408)                   | 32.8%                
|Net Loss             | $(19,141) | $(14,408)                  | 32.8%                

Revenue

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 property. We are presently in the exploration stage of
our business and we can provide no assurance that we will discover proven

6

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reserves on our property, or if such deposits are discovered,
that we will enter into further exploration programs.

Expenses

Our expenses for the three months ended June 30, 2007 and June
30, 2006 are outlined in the table below:

|                            |         | Three Months Ended June 30 |                      
|--------------------------- | ------- | -------------------------- | ---------------------
|                            |         |                            | Percentage           
|                            | 2007    | 2006                       | Increase / (Decrease)
|Accounting                  | $5,950  | $6,090                     | (2.3)%               
|Exploration and Development | 2,485   | -                          | 100%                 
|Interest                    | 1,247   | -                          | 100%                 
|Legal                       | 3,147   | 5,031                      | (37.4)%              
|Office Administration       | 3,000   | 25                         | 11,900%              
|Regulatory Expenses         | 2,712   | 2,635                      | 2.9%                 
|Rent                        | 600     | 600                        | n/a                  
|Telephone                   | -       | 27                         | (100)%               
|Total                       | $19,141 | $14,408                    | 32.8%                

The majority of our expenses for the three months ended June
30, 2007 consisted of mineral exploration and development expenses during the
period and regulatory expenses associated with meeting our ongoing reporting
obligations under the Exchange Act. Our expenses for the three month period
ended June 30, 2007 increased by 32.8% over the comparative period in 2006
primarily due to an increase in exploration and development expenses.

We anticipate that our expenses will increase significantly as
we continue to undertake our plan of operation and pursue our exploration
program for the Magnolia Claim. Our expenses will continue to increase if our
board of directors decides to proceed beyond Phase III of our exploration
program. However, there are no assurances that such a determination will be
made.

Liquidity And Capital Resources

|Working Capital     |                        |                         |                      
|------------------- | ---------------------- | ----------------------- | ---------------------
|                    |                        |                         | Percentage           
|                    | At
      June 30, 2007 | At
      March 31, 2007 | Increase / (Decrease)
|Current Assets      | $13,542                | $23,870                 | (43.3)%              
|Current Liabilities | (32,169)               | (23,356)                | 37.7%                
|Working Capital     | $(18,627)              | $514                    | (3,723.9)%           

|Cash Flows                                           |                     |                    
|---------------------------------------------------- | ------------------- | -------------------
|                                                     | Three Months Ended  | Three Months Ended 
|                                                     | June
      30, 2007 | June
      30, 2006
|Cash Flows Used By Operating
      Activities        | $(10,328)           | $(7,257)           
|Cash Flows From (Used By) Investing
      Activities | -                   | -                  
|Cash Flows From (Used By)
      Financing Activities | -                   | -                  
|Net Increase (Decrease) In Cash During Period        | $(10,328)           | $(7,257)           

7

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Cash Position. Our cash on hand as of June 30, 2007 was
$13,542. Accordingly, we have sufficient cash to meet the anticipated costs of
completing the remainder of Phase III of our exploration program. However, we do
not have sufficient cash to pay our anticipated operating expenses for the next
twelve months. Additionally, if our board of directors decides to proceed
through to Phase IV of our exploration program, of which there is no assurance,
we will need additional financing in order to complete Phase IV. There is no
assurance that we will be able to acquire such additional financing on terms
that are acceptable to us, or at all.

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, 2007 that they have
substantial doubt about our ability 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.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the Companys financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that would be material to investors.

CRITICAL ACCOUNTING POLICIES

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

Exploration Stage Company

We have been in the exploration stage since our formation and
have not yet realized any revenues from our operations. We are primarily engaged
in the acquisition and exploration of mining properties. Upon the location of
commercially minable reserves, we plan to prepare for mineral extraction and
enter the development stage. To date, the exploration stage of our operations
has consisted of contracting with a geologist to sample and assessing the mining
viability of our 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.

8

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Pro Forma Compensation Expense

We account 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 us.

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.

RISKS AND UNCERTAINTIES

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

John Curtis, our Chief Executive Officer, President and sole
director, and Douglas King, our Chief Financial Officer, Secretary and
Treasurer, 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 June 30, 2007, we had cash in the amount of $13,542. Our
business plan calls for significant expenses in connection with the exploration
of our mineral claim. We have completed Phases I and II of our exploration
program and commenced Phase III of our exploration program. Our current
operating funds are sufficient to complete the balance of Phase III of our
exploration program. In order for us to perform any further exploration or
extensive testing we will need to obtain additional financing. 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 that there is substantial doubt about our ability to
continue as a going concern.

We have incurred a net loss of $251,127 for the period from
December 21, 2000 (inception) to June 30, 2007, 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

9

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the year ended March 31, 2007. 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.

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 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 property 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 Magnolia
Claim into commercial production. The expenditures to be made by us in the
exploration of our mineral claim in all probability will be lost as it is an
extremely remote possibility that the mineral claim will contain proven
reserves. 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 investors will lose
their 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 property 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

10

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abandon our operations. We have not entered into any
discussions, understandings, 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 that 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, John Curtis and Douglas King, are
employed on a full time basis by other companies. Mr. Curtis and Mr. King each
expect to expend approximately five 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.

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

11

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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, Mines and Petroleum
Resources 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 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 $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, and 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;                                           
| |       |                                                                                                                                                 
| | (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.

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An environmental review process would be required if we plan to
construct a large producing mine facility. We would be required to apply under
the British Columbia EAA for a determination as to whether an environmental
review would be 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.

Under British Columbia law, title to British Columbia mineral
claims can only be held by individuals, British Columbia corporations or foreign
corporations extra-provincially registered in British Columbia. Since we are a
Nevada corporation and we are not extra-provincially registered in British
Columbia, Canada, we are not legally allowed to hold claims in British Columbia.
Therefore, title to the Magnolia Claim is not held in our name. Title to the
claim is being held in trust by 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.

**Because our Chief Executive Officer and President, John
  Curtis, owns 47% of our outstanding common stock, investors may find that corporate
  decisions influenced by Mr. Curtis are inconsistent with the best interests
  of other stockholders.**

John Curtis, our Chief Executive Officer and President,
controls 47% of the issued and outstanding shares of our 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 those 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.

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

13

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stock is less than $5.00 per share, the common stock will be
subject to rule 15g-9 under 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:

|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 the trading activity in
the secondary market for our stock.

ITEM
3.            CONTROLS
AND PROCEDURES.

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that these disclosure controls and procedures
are effective.

There were no changes in our internal control over financial
reporting during the three months ended June 30, 2007 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

14

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PART II - OTHER INFORMATION

ITEM
1.            LEGAL
PROCEEDINGS.

None.

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

None.

ITEM
3.            DEFAULTS
UPON SENIOR SECURITIES.

None.

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

None.

ITEM
5.            OTHER
INFORMATION.

None.

ITEM
6.            EXHIBITS.

|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)                                                                                                                                                      
|10.3    | Form of Convertible Note.(3)                                                                                                                                          
|14.1    | Code of Ethics.(2)                                                                                                                                                    
|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.

|**Notes**: |                                                                                                                                 
|---------- | --------------------------------------------------------------------------------------------------------------------------------
|(1)        | Filed as an exhibit to our registration statement on Form
      SB-2 originally filed with the SEC on March 9, 2004, as amended.
|(2)        | Filed as an exhibit to our Annual Report on Form 10-KSB
      filed with the SEC on June 29, 2006.                              
|(3)        | Filed as an exhibit to our Current Report on Form 8-K
      filed with the SEC on December 5, 2006.                             

15

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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: | August 17, 2007 | By: | /s/
      John Curtis                
|      |                 |     | JOHN CURTIS                          
|      |                 |     | Chief Executive Officer and President
|      |                 |     | (Principal Executive Officer )       
|      |                 |     |                                      
|      |                 |     |                                      
|      |                 |     |                                      
|      |                 |     |                                      
|Date: | August 17, 2007 | By: | /s/
      Douglas King               
|      |                 |     | DOUGLAS KING                         
|      |                 |     | Chief Financial Officer,             
|      |                 |     | Secretary and Treasurer              
|      |                 |     | (Principal Accounting Officer)       

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