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GCHK.OB > SEC Filings for GCHK.OB > Form 10-Q on 20-Oct-2009All Recent SEC Filings

Show all filings for GREENCHEK TECHNOLOGY INC. | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for GREENCHEK TECHNOLOGY INC.


20-Oct-2009

Quarterly Report


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

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

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

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our expenses. This is because we have not generated any revenues and no revenues are anticipated until we begin selling ERD-2.0 units. Accordingly, we must raise cash from private placements or other equity financings. Our only other source for cash at this time is through loans made by our chief executive officer and directors. Our success or failure will be determined in the short term by additional equity financings and, in the long term by the number of ERD-2.0 units we sell.

On July 14, 2008, we entered into a licensing agreement with China Bright Technology Development Limited, a Chinese corporation located in Hong Kong ("China Bright") to use all of China Bright's patent and intellectual rights for the purpose of manufacturing, marketing, and distributing products designed to reduce gas emissions by motor vehicles. The China Bright patents and intellectual rights are directed at the use of hydrogen technology to reduce gas emissions in motor vehicles. The territory to be covered by the license is the European Union and the United States of America.

We have since terminated our mining operations.

Last year we raised $300,000, of which a balance of $49,000 has yet to be paid. The receipt of the balance of these funds should allow us to operate for one quarter. Also, we have funded our current operations through loans made by our chief executive officer and directors. On August 25, 2009, we entered into a Common Stock Purchase Agreement and a Registration Rights Agreement (collectively the "Agreements") with Bodie Investment Group Inc. ("Bodie"). Pursuant to the agreement, we have the right to sell and Bodie has the right to purchase up to $6,000,000 of the Company's common stock at 90% of the average of the three lowest closing bids during the twenty days prior to the purchase with a minimum purchase price of $0.05 per share. This floor price provision can be altered at any time by GreenChek with thirty (30) days written notice to Bodie. In consideration of the foregoing, we are obligated to issue Bodie 3,000,000 restricted shares of common stock and cashless warrants to acquire an additional 9,000,000 restricted shares of common stock. Prior to Bodie's obligation to purchase any shares, all of the shares and warrants must be registered in an effective registration statement filed with the SEC and applicable states. We have commenced work on our registration statement. In the short term, we require additional funding in order to operate and meet our day to day corporate and operational costs. Other than as described in this paragraph, we are actively pursuing other financing options.

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

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

Our Business

General

We are a development stage business incorporated under the laws of the State of Nevada on September 12, 2006. Currently, we are manufacturing and marketing one product.

Our Product

The device we are developing, manufacturing and marketing, pursuant to our licensing agreement, is the Emission Reduction Device 2.0 ("ERD-2.0"). The ERD-2.0 is designed for installation on all vehicles with an internal combustion engine ("ICE"). The compact, self-contained ERD-2.0 includes a proprietary modular multiple cell Electrolyser (creates electrolysis) Unit for an internal combustion engine that can be retrofitted to any type of ICE to enhance the combustion process, independent of the fuel used (gasoline, diesel, ethanol or propane/natural gas). The ERD-2.0 product generates hydrogen by means of electrolysis. Water molecules are spontaneously split into hydrogen and oxygen gases of high purity, the resulting gases can then be distributed according to the user's requirements.

Specifically focused on ICE integration, the ERD unit produces an amalgamation of hydrogen and oxygen gases, exclusively on demand, at miniscule pressure, only when the engine is operational. These gases are transported to the engine where they are entirely exhausted in the combustion procedure. The ERD unit ameliorates engine performance efficiency by generating augmented combustion of the air-fuel amalgam. The combustion intensity valuation of the hydrogen is not viewed as noteworthy, when contrasted with the operational benefit observed. The supplemental hydrogen is functioning as an octane adjunct. As well, the hydrogen acts as a dissemination minimization factor in regards to greenhouse gases propagated by the combustion procedure.

The ERD 2.0 is engineered to operate in a modular format for greater efficiency. The ability to link units together contribute to our ability to service larger engines, obtain further fuel cost savings and greater emission reduction, at the same time maintaining durability and overall quality. The product has a two year warranty.

History

GreenChek is focused on sales of the ERD units and further developing its technology for use as an onboard power source for ICEs. We have invented and developed, over the last five years, a proprietary process of hydrogen generation using environmentally safe materials and techniques that can take place onboard the vehicle. Management believes that the addition of this onboard hydrogen generating technology eliminates the need for hydrogen storage on the vehicle, potentially making the vehicle lighter and safer, and reducing its reliance on an infrastructure to provide hydrogen.

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The world is becoming more environmentally aware and so is the market. There is a great deal of interest in hydrogen-supplemented engines, which are considered to be environmentally friendly. These engines create substantially less emissions than purely fossil fuel operated ICEs. It has become apparent that human technological innovations and fossil fuel utilizing advancements are the basis of the majority of the increased heat-trapping gases, also known as greenhouse gases (GHG). Most industrialized nations have enacted environmental initiatives with a view to decreasing GHG, many of which are generated from fossil fuel emissions.

Management believes that the GreenChek model of onboard hydrogen generation for supplemented combustion, as carried out by our proprietary process, results in a procedure for generating hydrogen that is both safe in operation because of the use of small portions of hydrogen and hydrogen is only generated while the engine is in operation (generated only upon demand). In our tests, as well as independent third party testing, we believe that the increased efficiency of the ICE energy is excellent as well the observance of decreased emissions while the unit is in operation. The operating costs for the system are small.

Preliminary third party testing of the ERD technology was completed in February 2008. From this test, a report was generated, which includes emission reduction and fuel reduction data for the ERD, quantified in real time. Four (4) components of vehicle exhaust and the fuel consumption rate were measured. The pollutants measured are oxides of nitrogen (NOx), total hydrocarbons (HC), carbon monoxide (CO), and carbon dioxide (CO2). NOx is a common product of ICEs caused by the oxidation of nitrogen from the air used for the intake air supply to the engine. Hydrocarbons results from incomplete combustion, originating from the fuel supply. CO and CO2 are created by the bonding of the carbon in the fuel combining with the oxygen in the intake air. CO2 is the main product of combustion while CO is a more toxic component which is produced at two orders of magnitude smaller than CO2.

The main focus of the Company is the further development, manufacture, real world third party testing, and sale of our ERD product.

The ERD-2.0 is the outcome of five years of experimentation and testing. The Company focused particular attention to the environmental safety of the hydrogen being produced, with the main focus being the development of the knowledge needed to properly utilize hydrogen in an ICE safely as well as ensure that the ERD unit is stable and can operate in extreme environments without failure.

The development of the ERD-2.0 also focused on creating a stable, viable electrochemical process and gathering data from testing. The expected results of the development fell into several key categories:

1. The conversion of an entirely fossil fuel operated conventional ICE to an ICE equipped with the ERD and an ICE which now operates on hydrogen and fossil fuel mixture instead of only fossil fuel such as diesel or gasoline;

2. The collection of test data obtained from the ERD equipped engines described in (1) above;

3. The collection of test data from the ERD equipped vehicle described in
(2) above;

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4. Gaining third party certification for the internal combustion engines tested on the road;

5. The development of the project design of a series of ERD units using real-world data obtained from the above-mentioned tests.

Manufacturing

We are currently manufacturing the ERD 2.0 in Tianjin, China. We have installed and are conducting third party testing on four ERD units in the United Kingdom. We have shipped one ERD unit to France. We believe there are a number of manufacturers who are capable of manufacturing a product similar to the ERD. Our ERD-2.0 is assembled by Tianjin Shenma Science and Technology Development Company Ltd. ("Tianjin") located in Tianjin, China pursuant to a verbal agreement. Tianjin obtains the parts required to manufacture our ERD-2.0 from various parts manufacturers throughout China, however, Tianjin is not dependent on a particular vendor, as the parts are generic and available from multiple parts supply sources. GreenChek designs its product so as not to be dependent on the continuing availability of specialty parts or processes.

Tianjin Shenma Science and Technology Development Company Ltd., has committed a 4,000 square foot facility in Tianjin, China, for the manufacture of GreenChek's ERD technology. The maximum production capacity for the facility is expected to be 1,050 units per month.

The production line of Tianjin's manufacturing facility is ready for operation. Currently, Tianjin's capacity for ERD production is approximately 1,050 ERD units per month based on an existing 4,000 square foot factory area. GreenChek is currently negotiating for additional factory area. With additional investment in assembly stations, dies, molds and machines, the Company believes it can increase the monthly production capacity if required to meet the needs of its customers.

Our ERD-2.0 is also assembled in China and shipped to customers in Asia, Europe and North America as directed by the Company. We aim to design and manufacture our product to perform reliably for the life of the product and system into which they are integrated. We seek to achieve high reliability through the application of proprietary technologies and rigorously controlled design, development, manufacturing and test processes.

Planning

The company continues to pursue development under the following guidelines, with the understanding however, that such timelines are only guidelines only, and may not be strictly adhered to and are dependent on numerous variables.

Implementation

The following activities are planned for immediate implementation and are expected to take up to twelve months based on financing:

1. Complete further third party testing and sale of ERD units throughout Europe in the second quarter 2010.

2. Secure agreements to distribute our ERD-2.0 in China in the fourth quarter 2010.

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Testing

We have conducted independent performance tests of the ERD through a third party testing facility in New York. The tests further established that our ERD improves fuel economy and reduces carbon monoxide and hydrocarbon emissions.

Marketing

We market our ERD-2.0 through Technical Environment Solutions Ltd. ("TESEL"), a European-based sale and distribution company with extensive worldwide experience in environmental technologies and their applications. TESEL specializes in emissions reduction technologies.

Currently, we market our ERD-2.0 only in Europe. We also promote our product through our website at www.greenchektech.com and through trade magazines, newspapers and at broadcast exhibitions. GreenChek is continuing to identify, qualify and establish direct dealers, distributor arrangements and agents to market our product.

Distribution

We distribute the ERD-2.0 by direct shipment from the manufacturer.

Competition

We compete against existing and emerging technologies in our targeted markets for mobile and stationary applications. We compete primarily on the basis of safety, reliability, efficiency, cost and environmental considerations. Currently, there are only two (2) competitors that we are aware of who are developing electrolysis based hydrogen cell technology for the mobile and stationary markets.

We also compete against PEM fuel cells. A PEM fuel cell is a device that produces electricity through an electrochemical reaction in which hydrogen and oxygen are combined to generate electricity, with usable heat and water as the principal by-products. An example of a PEM fuel cell company would be Ballard Power Systems Inc. A number of major manufacturing and automotive companies also have in-house PEM fuel cell development efforts. Many corporations are engaged in the area of alternative power generation in the United States, Canada and abroad, including, among others, major electric, oil, chemical, natural gas and specialized electronic firms, as well as universities, research institutions and foreign government-sponsored corporations. Many of these companies have substantially greater financial, research and development, manufacturing and marketing resources than we do.

We also compete with corporations that are building other types of fuel cells. These include phosphoric acid fuel cells, molten carbonate fuel cells, solid oxide fuel cells and alkaline fuel cells are generally thought to to have viable commercial potential. These fuel cells can be differentiated in regard to cell materials and temperature while operating. While all fuel cell types have probable environmental and efficiency advantages over traditional power sources, we believe that the GreenChek ERD is ready for immediate commercialization in mobile transportation sector, does not require hydrogen storage, and can be manufactured less expensively and is more efficient and more practical in mobile and stationary applications than our competition.

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Patents and Trademarks

We own no patents or trademarks.

License

We manufacture and sell the ERD-2.0 pursuant to a license from China Bright Technology Development Limited ("China Bright"), a Chinese corporation located in Hong Kong. We have the right to use all of China Bright's patent and intellectual rights for the purpose of manufacturing, marketing, and distributing products designed to reduce gas emissions by motor vehicles. The China Bright patents and intellectual rights are directed at the use of hydrogen technology to reduce gas emissions in motor vehicles. The territory to be covered by the license is the European Union and the United States of America. The fee for the license is $3,500,000 payable as follows: $300,000 on August 13, 2008, $1,000,000 by December 31, 2008; $1,000,000 by March 31, 2009; and, $1,200,000 by August 31, 2009. In addition we are obligated to issue to China Bright, an amount of common stock equal to the value of 60% of our total outstanding common shares.

On July 10, 2009, we amended the license agreement with the Licensor. The license agreement is amended to extend payment dates as follows: payment of $1,000,000 due on December 31, 2008 extended to December 31, 2009; payment of $1,000,000 due on March 31, 2009 extended to March 31, 2010 and; payment of $1,200,000 due on August 31, 2009 extended to August 31, 2010.

In consideration for deferring the license payments we must make the following additional payments in cash or in shares issuable at a 15% discount from market price: (a) $500,000 payable 30 days after signing the amended agreement or as soon thereafter as stock exchange acceptance is received; and (b) $300,000 payable on August 31, 2010 or as soon thereafter as stock exchange acceptance is received. As of filing date we have not yet received stock exchange acceptance.

Limited Operating History and Need for Additional Capital

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

The development and marketing of new technology is capital intensive. We have funded our current operations either from the sale of our common stock or through loans made by our chief executive officer and directors. We have utilized funds obtained to date for corporate organizational purposes, license payments and parts and supplies purchases to manufacture our ERD product.

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In the quarter ended August 31, 2009, we entered into a Common Stock Purchase Agreement and a Registration Rights Agreement (collectively the "Agreements") dated August 25, 2009, with Bodie Investment Group Inc. ("Bodie"). Pursuant to the agreement, we have the right to sell and Bodie has the right to purchase up to $6,000,000 of GreenChek's common stock at 90% of the average of the three lowest closing bids during the twenty days prior to the purchase with a minimum purchase price of $0.05 per share. This floor price provision can be altered at any time by GreenChek with thirty (30) days written notice to Bodie. In consideration of the foregoing, we are obligated to issue Bodie 3,000,000 restricted shares of common stock and cashless warrants to acquire an additional 9,000,000 restricted shares of common stock. Prior to Bodie's obligation to purchase any shares, all of the shares and warrants must be registered in an effective registration statement filed with the SEC and applicable states. We have commenced work on our registration statement. This equity financing could result in additional dilution to existing shareholders.

In the short term, we require additional funding for legal and accounting and audit fees for preparation and filing of the registration statement, marketing and IR program costs, manufacturing costs of our ERD-2.0 and general operating expenses.

To become profitable and competitive, we must sell a sufficient number of ERD-2.0 units to generate revenues and profits.

We have no assurance that short term financing will be available to us on satisfactory terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities.

Results of Activities
From Inception on September 12, 2006 to August 31, 2009:

In 2006, we acquired the right to explore one property containing twelve cells. We do not own any interest in any property, but merely the right to conduct exploration activities on the property. In 2008, we discontinued our mining operations.

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

On July 10, 2009, we amended the license agreement with the Licensor. The license agreement is amended to extend payment dates as follows: payment of $1,000,000 due on December 31, 2008 extended to December 31, 2009; payment of $1,000,000 due on March 31, 2009 extended to March 31, 2010 and; payment of $1,200,000 due on August 31, 2009 extended to August 31, 2010.

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In consideration for deferring the license payments we must make the following additional payments in cash or in shares issuable at a 15% discount from market price: (a) $500,000 payable 30 days after signing the amended agreement or as soon thereafter as stock exchange acceptance is received; and (b) $300,000 payable on August 31, 2010 or as soon thereafter as stock exchange acceptance is received. As of filing date we have not yet received stock exchange acceptance.

This quarter we are continuing pilot projects in Europe. We have manufactured and shipped four (4) units to the United Kingdom and these units have been installed. We have extended these pilot projects and expect completion of the tests by early 2010.

In 2010 to 2011 we have a minimum expectation of selling 500 ERD 2.0 installations. Also, we continue to develop our ERD 2.0 specifically for application on locomotives.

Liquidity and Capital Resources

As of August 31, 2009, we had incurred losses since inception and had a working capital deficiency of $4,502,257. As of the date of this report, we have yet to generate any revenues from our business activities. We believe our ability to continue as a going concern, earn revenues, and achieve profitability is highly dependent on a number of factors including, but not limited to: our ability to improve and continue to manufacture our product; obtain sufficient financing; market our product; and to secure agreements with distributors to distribute a sufficient quantity of our product, the ERD-2.0.

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

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

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

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