UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): April 12, 2010
GREENCHEK TECHNOLOGY
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State or
Other Jurisdiction of Incorporation)
000-53269
(Commission
File Number)
101
California Street, Suite 2450
San Francisco, California
94111
(Address
of principal executive offices)
(888)
775-7579
(Issuer's
telephone number)
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
4 - Matters Related to Accountants and Financial Statements
Item
4.02 Non-Reliance of Previously Issued Financial Statements or
Related Audit Report or Completed Interim Review
On April
12, 2010, in connection with preparing the financial statements for the audit
for the fiscal year ended February 28, 2010, management of GreenChek Technology
Inc. (the “Company”) became aware that three issuances of securities during the
2010 fiscal year that were not recorded in the previously released unaudited
financial statements of the Company.
On
November 28, 2008, the Company entered into a loan agreement with Gold Spread
Trading Ltd. (“Gold Spread”), pursuant to which the Company could borrow up to
$100,000 from Gold Spread. Said agreement required the Company to issue
3,000,000 shares of common stock to Gold Spread as a one-time loan initiation
fee, which shares were issued on August 25, 2009. Gold Spread did not
return an executed agreement to the Company until August 19, 2009. The financial
statements contained in the Quarterly Report on Form 10-Q for the quarter ended
August 31, 2009 did not record the issuance of the shares, or the expense
associated with the issuance of said shares, and as a result, management has
determined that the Company must record financing fees of $90,000.
On August
27, 2009, the Company issued 3,000,000 shares of common stock to Bodie
Investment Group (“Bodie”) in accordance with a common stock purchase agreement.
The details of said agreement were included in Note 11(d) to the financials in
the Quarterly Report on Form 10-Q for the quarter ended August 30, 2009 and said
agreement was filed as an exhibit to the Report. However, the Company did not
record an accrued liability and a financing expense equal to the fair value of
the shares as of August 27, 2009. Accordingly, the financial
statements need to record financing fees of $90,000. The agreements with Bodie
also provide that if the Company registers shares for resale to Bodie up to
$6,000,000 of shares and receives a loan of $100,000, the Company will also
issue Bodie warrants; one exercisable for 3,000,000 shares of common stock at an
exercise price of $.0001 per share and one for 6,000,000 shares at an exercise
price of $.01 per share. Accordingly, the Company has determined that until
Bodie advances the Company a $100,000 loan, there is no accrued liability or
financing expense associated with the warrant. If the funds are received then
the warrant will be issued and the fair value of the warrants will be measured
as of such date.
The
2,000,000 shares of common stock issued by the Company to Global Eye
Professional Advisors Ltd. pursuant to the financial consulting services
agreement dated September 1, 2009 were also not expensed or recorded in the
financial statements in the Quarterly Report on Form
10-Q. Accordingly, the Company has determined that a financing
expense of $60,000 should have been recorded as a result of the issuance of the
shares to Global Eye.
Management
has discussed all of the items above with Michael T. Studer C.P.A. PC
(“Studer”), the Company’s registered public accounting firm. The Company intends
to file restated financial statements for the quarters ended August 31, 2009 and
November 30, 2009 as soon as possible.
The Company has provided Studer with a
copy of this disclosure and has requested that he furnish the Company with a
letter addressed to the U.S. Securities and Exchange Commission (“SEC”) stating
whether he agrees with the above statements, and if not, stating the respects in
which he does not agree. A copy of such response received by the
Company is attached to this Form 8-K.
Section
9-Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
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Exhibit
10.3
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Letter
from Michael T. Studer C.P.A. PC to the Securities and Exchange
Commission, dated April 27, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GREENCHEK
TECHNOLOGY INC
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Dated:
April 27, 2010
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By:
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/s/Lincoln
Parke
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Name: Lincoln
Parke
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Title: President
and Treasurer
(Principal
Executive, Financial and Accounting Officer)
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