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GREENCHEK TECHNOLOGY INC.

Annual Report Year End

February 28, 2022

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TABLE OF CONTENTS

Page

PART I

Item 1.

Business.

3

Item 1A.

Risk Factors.

7

Item 1B.

Unresolved Staff Comments.

10

Item 2.

Properties.

10

Item 3.

Legal Proceedings.

10

Item 4.

Submission of Matters to a Vote of Security Holders.

10

PART II

Item 5.

Market Price for the Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of

10

Equity Securities.

Item 6.

Selected Financial Data.

12

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operation.

12

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

15

Item 8.

Financial Statements and Supplementary Data.

16

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

51

Item 9A.

Controls and Procedures.

51

Item 9B.

Other Information.

52

PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

52

Item 11.

Executive Compensation.

53

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Maters.

55

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

56

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PART I.

Item 1.

Business.

As used in this Annual Report (this "Report"), references to the "Company," the "Registrant," "we," "our" or "us" refer to GreenChek Technology Inc., unless the context otherwise indicates.

Forward-Looking Statements

This Report contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as "may," "will," "should," "expects," "anticipates," "contemplates," "estimates," "believes," "plans," "projected," "predicts," "potential," or "continue" or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under "Liquidity and Capital Resources". We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

History

We were incorporated in the State of Nevada on September 12, 2006 and changed our name to GreenChek Technology Inc. on August 5, 2008. From inception to May 31, 2008, our principal business was the acquisition and exploration of mineral resources. On July 14, 2008, we entered into a licensing agreement to acquire patent and intellectual rights relating to the manufacturing, marketing, and distributing of products designed to reduce gas emissions by motor vehicles through the use of hydrogen technology.

In 2008, we obtained a license of a technology that limits emissions emanating from an Internal Combustion Engine - the Onboard Hydrogen Generating technology permits any internal combustion engine, independent of fuel source (gasoline, diesel, ethanol, propane, and natural gas), to operate with reduced emissions. We are currently engaged in developing, manufacturing our Emission Reduction Device (ERD-4.0) for the transportation industry and the Electrical Power Generation Plant (ERD 1.0) used in combination with cryptocurrency self mining.

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Licensing Agreement:

On July 14, 2008, we entered into a Licensing Agreement with China Bright Technology Development Limited ("China Bright") and Lincoln Parke, our sole officer and a director, and acquired a Comprehensive License to use certain patent and intellectual rights for the purpose of manufacturing, marketing, and distributing products designed to reduce gas emissions by motor vehicles. The territory covered by the license is the European Union and the United States of America. The term of the license is 20 years. In the event of failure by the Company to fulfill any of its obligations under the Agreement, the license may be terminated by China Bright with 120 days notice. The price for the license was $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.

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

Provided that the $1,200,000 payment is made, the Company is to issue to Mr. Parke an amount equal to the value of 60% of the Company's issued and outstanding common shares. We must also use our best efforts to provide $3,500,000 of funding for business development payable on the same schedule as the license fee payments noted above.

In consideration for deferring the license payments, the Company must make the following additional payments in cash or in shares issuable at a 15% discount from market price:

  1. $500,000 payable 30 days after signing the amended agreement; and
  2. $300,000 payable on August 31, 2010 or as soon thereafter as stock exchange acceptance is received.

On December 31, 2009, the Company entered into amendment no. 2 to the license agreement with the Licensor and Mr. Parke. Pursuant to this amendment, the $1,000,000 due December 31, 2009 and the $500,000 due August 9, 2009 was amended so that a total of $550,000 was due January 14, 2010. The remaining $950,000 of the $1,500,000 aggregate principal amount was to be forgiven by China Bright. If the Company failed to make the $550,000 payment by January 14, 2010, China Bright had the right to immediately terminate the license agreement.

On January 14, 2010, the Company paid China Bright an amount of 4,265,420 Hong Kong dollars (equivalent to $550,000) via three third party lenders. In return, a $550,000 convertible note was issued in connection with the lenders' payment to the Licensor on January 14, 2010 in satisfaction of the Company's obligation to licensor under amendment no. 2 to the License Agreement. Interest is at 5% payable quarterly and due June 30, 2011. In the event of default, the interest rate increases to 8% per annum. The loan is convertible at a price of $0.02 per share in minimum increments of 50,000 shares.

On June 2, 2010, the Company issued a total of 7,500,000 restricted shares of common stock to the three holders of the $550,000 convertible note in satisfaction of a total of $300,000 of the note payable.

Our Business

Hydrogen technology development

We operate in two business segments: (1) Hydrogen energy for emission reduction. (2) Hydrogen energy based Cryptocurrency self mining.

(1) Hydrogen energy development for emission reduction which focuses on the transportation industry.

We have developed a proprietary process of hydrogen generation using environmentally safe materials and techniques that can take place onboard a 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 device we are developing, manufacturing and marketing, pursuant to our licensing agreement, is the Emission Reduction Device 4.0 ("ERD-4.0"). The ERD-4.0 is designed for installation on all vehicles with an internal combustion engine ("ICE"). The compact, self-containedERD-4.0 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).

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 4.0 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. Our ERD-4.0 system offers a programmable controller with fault detection and provides extensive diagnostics, which allows the user to remotely monitor and measure performance of the ERD-3.0. The product has a two year warranty.

The mobile space we are focused on includes any transportation vehicle that utilizes an internal combustion engine, regardless of fuel source. Heavy emission emitters - trucks, ships and railway lines are being heavily penalized per government regulations and requirements by not meeting emission targets. Our ERD-4.0 has been proven reliable for a test period exceeding two years. These tests have demonstrated in proven third party results that our technology lowers emissions by a minimum of 8%, reduces fuel consumption, increases horsepower, improves engine life, reduces maintenance costs, and requires minimal driver maintenance and intervention.

Management believes that our 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.

Third-Party Testing and Validation:

The ERD technology is the outcome of ten years of experimentation and testing. Third party testing of the ERD technology was conducted at a testing facility in Buffalo, New York and 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 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 technology 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;
  4. Gaining third party certification for the internal combustion engines tested on the road;

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Greenchek Technology Inc. published this content on 11 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 July 2022 13:13:10 UTC.