Greenlit Ventures (GLVT) 10-Q1 May 242024 Q1 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	Apr. 26, 2024
Cover [Abstract]
Entity Registrant Name	Greenlit Ventures Inc.
Entity Central Index Key	0001693687
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		4,082,479
Entity File Number	000-55738
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	81-4679061
Entity Address Address Line 1	9169 W State St
Entity Address Address Line 2	#3147
Entity Address City Or Town	Garden City
Entity Address State Or Province	ID
Entity Address Postal Zip Code	83714
City Area Code	208
Local Phone Number	639-9860
Security 12b Title	Common Stock, par value $0.0001
Trading Symbol	GLVT
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

Balance Sheets

Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash	$ 0	$ 0
Total Current Assets	0	0
TOTAL ASSETS	0	0
Current Liabilities
Accounts payable and accrued liabilities	5,595	5,845
Accrued interest	10,649	7,786
Total Current Liabilities	16,244	13,631
Convertible note payable, net of debt discount	138,867	140,472
Total Liabilities	155,111	154,103
Stockholders' Deficit
Preferred stock, par value $0.0001; 20,000,000 shares authorized, none shares issued and outstanding	0	0
Common stock, par value $0.0001; 100,000,000 shares authorized, 4,082,479 shares and 229,579 shares issued and outstanding, respectively	408	23
Additional paid-in capital	533,807	341,547
Accumulated deficit	(689,326)	(495,673)
Total Stockholders' Deficit	(155,111)	(154,103)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 0	$ 0

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Balance Sheets
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	4,082,479	229,579
Common stock, shares outstanding	4,082,479	229,579

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended
Statements of Operations - USD ($)	Mar. 31, 2024	Mar. 31, 2023
OPERATING EXPENSES
Professional fees	$ 15,790	$ 26,000
Professional fees - related party	175,000	0
Total Operating Expenses	190,790	26,000
OTHER EXPENSE
Interest expense	(2,863)	(615)
Other expense	(2,863)	(615)
NET LOSS	$ (193,653)	$ (26,615)
NET LOSS PER SHARE: BASIC AND DILUTED	$ (0.03)	$ 0
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	6,731,667	6,731,667

Statements of Stockholders' Def

Statements of Stockholders' Deficit - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2022		229,579
Balance, amount at Dec. 31, 2022	$ (90,514)	$ 23	$ 341,547	$ (432,084)
Net loss	(26,615)	$ 0	0	(26,615)
Balance, shares at Mar. 31, 2023		229,579
Balance, amount at Mar. 31, 2023	(117,129)	$ 23	341,547	(458,699)
Balance, shares at Dec. 31, 2023		229,579
Balance, amount at Dec. 31, 2023	(154,103)	$ 23	341,547	(495,673)
Net loss	(193,653)	$ 0	0	(193,653)
Stock based compensation - related party, shares		3,500,000
Stock based compensation - related party, amount	175,000	$ 350	174,650	0
Issuance of common stock for note conversion, shares		352,900
Issuance of common stock for note conversion, amount	17,645	$ 35	17,610	0
Balance, shares at Mar. 31, 2024		4,082,479
Balance, amount at Mar. 31, 2024	$ (155,111)	$ 408	$ 533,807	$ (689,326)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	3 Months Ended
Statements of Cash Flows - USD ($)	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (193,653)	$ (26,615)
Adjustments to reconcile net loss to net cash from operating activities:
Stock based compensation - related party	175,000	0
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	15,790	26,001
Accrued interest	2,863	614
Net cash used in operating activities	0	0
Net change in cash and cash equivalents	0	0
Cash and cash equivalents - beginning of period	0	0
Cash and cash equivalents - end of period	0	0
Supplemental Cash Flow Disclosures
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Operating expenses paid by unaffiliated parties	16,040	26,115
Conversion of convertible notes for common stock	$ 17,645	$ 0

NATURE OF OPERATIONS AND SUMMAR

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Greenlit Ventures Inc. (formerly “Ms Young Adventure Enterprise, Inc.”, “AllyMe Holding Inc,” and formerly “Rain Sound Acquisition Corporation”) (the “Company” or “Greenlit”) was incorporated on December 7, 2016 under the laws of the state of Delaware. The Company engages in consulting services. On November 13, 2017, the Company changed the Company’s name to AllyMe Holding Inc. On August 6, 2019, the Company changed the Company’s name to Ms Young Adventure Enterprise, Inc. The Company was a marketing and management consulting company that provides advisory services to companies located in Asia for the purpose of facilitating the competitiveness of those companies in the international market. The Company offers a wide assortment of advisory services, ranging from business planning consulting services, mergers and acquisitions advising, and marketing services. As of the date of this report, the Company has signed few clients. On March 10, 2021, new management acquired control and has begun to implement a new business model. On November 2, 2021, Greenlit reported that it has entered the encryption industry with the beta launch of Forceshield Mail, a fully-featured secure e-mail service. ForceShield Mail (www.forceshieldmail.com) employs modern end-to-end encryption methods to ensure the privacy of users’ electronic communications, with an emphasis on accessibility and ease of use. The Company hopes to fill the growing demand for services that address the increasing need for Digital Privacy by developing and providing a suite of robust, easy-to-use solutions that will safeguard consumers’ private information. On November 22, 2021, Greenlit also announced the beta launch of ForceShield VPN, a state-of-the-art encrypted VPN service that seeks to achieve synergy with the Company’s prior product, ForceShield Mail, to provide users with robust protection against privacy intrusions and other cyber-related crimes. Effective February 1, 2024, the Company’s name changed to Greenlit Ventures Inc. and the Company trading symbol changed to “GLVT”. BASIS OF PRESENTATION The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2023 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2023 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on March 4, 2024. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS ASC 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. The carrying amounts of financial instruments such as accounts payable and promissory note payable approximate their fair values because of the short maturity of these instruments. CONVERTIBLE FINANCIAL INSTRUMENTS The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable US GAAP with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable US GAAP. When the Company has historically determined that the embedded conversion options should not be bifurcated from their host instruments, discounts have been recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. On July 3, 2023, the Company chose to adopt ASU 2020-06 and did not record a beneficial conversion feature (“BCF”) discount on the issuance of convertible notes with the conversion rate below the Company’s market stock price on the date of note issuance. SHARE-BASED COMPENSATION The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period. During the three months ended March 31, 2024 and 2023, the Company recorded $175,000 and $0 stock-based compensation expense, respectively. The stock-based compensation incurred from common stock awarded to consultants and executives was reported under professional fees and professional fees - related parties in the statements of operation. NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted net income per share assumes the conversion, exercise or issuance of all common stock instruments, such as convertible notes, unless the effect is to reduce a loss or increase earnings per share. For the three months ended March 31, 2024 and 2023, convertible notes were potentially dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive. March 31, March 31, 2024 2023 (Shares) (Shares) Convertible Notes 2,777,340 2,809,440 RECENT ACCOUNTING PRONOUNCEMENTS Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

GOING CONCERN

GOING CONCERN	3 Months Ended
GOING CONCERN	Mar. 31, 2024
GOING CONCERN
GOING CONCERN	NOTE 2 – GOING CONCERN The Company has generated minimal revenue since inception to date and accumulated deficit of $689,326 through the three months ended March 31, 2024. These factors among others raise substantial doubt about our ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that the current actions to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.

PROMISSORY NOTE PAYABLE

PROMISSORY NOTE PAYABLE	3 Months Ended
PROMISSORY NOTE PAYABLE	Mar. 31, 2024
PROMISSORY NOTE PAYABLE
PROMISSORY NOTE PAYABLE	NOTE 3 – PROMISSORY NOTE PAYABLE March 31, December 31, Expiry Date 2024 2023 Promissory Note - October 2021 12/31/2023 $ 8,085 $ 8,085 Promissory Notes - December 2021 12/31/2023 21,321 21,321 Promissory Note - March 2022 12/31/2023 14,344 14,344 Promissory Note - June 2022 12/31/2023 8,645 8,645 Promissory Note - September 2022 12/31/2023 9,755 9,755 Promissory Note - December 2022 12/31/2023 20,935 20,935 Promissory Note - March 2023 12/31/2023 26,115 26,115 Promissory Note - June 2023 12/31/2023 10,326 10,326 119,526 119,526 Less: replaced by convertible notes (119,526 ) (119,526 ) Current portion $ - $ - During the three months ended March 31, 2024 and 2023, the Company issued promissory notes of $0 and $26,115 to an unaffiliated party for payment for operation expenses on behalf of the Company, respectively. The notes bear an interest of 3% per annum and mature on December 31, 2023. During the three months ended March 31, 2024 and 2023, the interest expense of $0 and $615 was incurred, respectively. On July 9, 2023, the promissory notes with aggregate principal amount of $119,526 were replaced by convertible promissory notes. (Note 4)

CONVERTIBLE NOTE PAYABLE

CONVERTIBLE NOTE PAYABLE	3 Months Ended
CONVERTIBLE NOTE PAYABLE	Mar. 31, 2024
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE	NOTE 4 – CONVERTIBLE NOTE PAYABLE March 31, December 31, Expiry Date 2024 2023 Convertible Note - July 2023 12/31/2027 $ 101,881 $ 119,526 Convertible Note - September 2023 12/31/2027 9,619 9,619 Convertible Note - December 2023 12/31/2027 11,327 11,327 Convertible Note - March 2024 12/31/2027 16,040 - 138,867 140,472 Less: Non-current portion (138,867 ) (140,472 ) Current portion $ - $ - On July 9, 2023, the Company replaced the promissory notes held by a non-affiliate with convertible notes at aggregate principal amount of $119,526. The convertible notes bear interest at 8% per annum, have a maturity date of December 31, 2027 and are convertible at $0.05 per share for the Company common stock. On September 30, 2023, the Company issued a convertible note of $9,619 to an unaffiliated party for payment of operating expenses on behalf of the Company. The convertible notes bear interest at 8% per annum, have a maturity date of December 31, 2027 and are convertible at $0.05 per share for the Company common stock. On December 31, 2023, the Company issued a convertible note of $11,327 to an unaffiliated party for payment of operating expenses on behalf of the Company. The convertible notes bear interest at 8% per annum, have a maturity date of December 31, 2027 and are convertible at $0.05 per share for the Company common stock. On March 31, 2024, the Company issued a convertible note of $16,040 to an unaffiliated party for payment of operating expenses on behalf of the Company. The convertible notes bear interest at 8% per annum, have a maturity date of December 31, 2027 and are convertible at $0.05 per share for the Company common stock. During the three months ended March 31, 2024, convertible note principal amount of $17,645 was converted into 352,900 shares of common stock. During the three months ended March 31, 2024 and 2023, the interest expense was $2,863 and $0, respectively. As of March 31, 2024 and December 31, 2023, the convertible notes payable was $138,867 and $140,472 and accrued interest payable was $10,649 and $7,786, respectively.

EQUITY

EQUITY	3 Months Ended
EQUITY	Mar. 31, 2024
EQUITY
EQUITY	NOTE 5 – EQUITY The Company is authorized to issue 100,000,000 shares of common stock with par value of $0.0001 and 20,000,000 shares of preferred stock with par value of $0.0001. Effective February 1, 2024, FINRA has approved a reverse stock split of our issued and outstanding shares of common stock on a basis of up to thirty (30) old shares for one (1) new share of common stock. During the three months ended March 31, 2024, convertible note principal amount of $17,645 was converted into 352,900 shares of common stock. During the three months ended March 31, 2024, 3,500,000 shares of common stock was issued to the Director of the Company for services from March 10, 2024 through March 10, 2024 valued at $175,000. As of March 31, 2024 and December 31, 2023, there were no preferred stock issued and outstanding. As of March 31, 2024 and December 31, 2023, there were 4,082,479 shares and 229,579 shares (pre-reverse stock split: 6,731,667 shares) of common stock issued and outstanding.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2024
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 6 – SUBSEQUENT EVENTS In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to March 31, 2024 to the date these financial statements were issued and has determined that it has the below material subsequent event to disclose in these financial statements.

NATURE OF OPERATIONS AND SUMM_2

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS	Greenlit Ventures Inc. (formerly “Ms Young Adventure Enterprise, Inc.”, “AllyMe Holding Inc,” and formerly “Rain Sound Acquisition Corporation”) (the “Company” or “Greenlit”) was incorporated on December 7, 2016 under the laws of the state of Delaware. The Company engages in consulting services. On November 13, 2017, the Company changed the Company’s name to AllyMe Holding Inc. On August 6, 2019, the Company changed the Company’s name to Ms Young Adventure Enterprise, Inc. The Company was a marketing and management consulting company that provides advisory services to companies located in Asia for the purpose of facilitating the competitiveness of those companies in the international market. The Company offers a wide assortment of advisory services, ranging from business planning consulting services, mergers and acquisitions advising, and marketing services. As of the date of this report, the Company has signed few clients. On March 10, 2021, new management acquired control and has begun to implement a new business model. On November 2, 2021, Greenlit reported that it has entered the encryption industry with the beta launch of Forceshield Mail, a fully-featured secure e-mail service. ForceShield Mail (www.forceshieldmail.com) employs modern end-to-end encryption methods to ensure the privacy of users’ electronic communications, with an emphasis on accessibility and ease of use. The Company hopes to fill the growing demand for services that address the increasing need for Digital Privacy by developing and providing a suite of robust, easy-to-use solutions that will safeguard consumers’ private information. On November 22, 2021, Greenlit also announced the beta launch of ForceShield VPN, a state-of-the-art encrypted VPN service that seeks to achieve synergy with the Company’s prior product, ForceShield Mail, to provide users with robust protection against privacy intrusions and other cyber-related crimes. Effective February 1, 2024, the Company’s name changed to Greenlit Ventures Inc. and the Company trading symbol changed to “GLVT”.
BASIS OF PRESENTATION	The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2023 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2023 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on March 4, 2024.
USE OF ESTIMATES	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS	ASC 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. The carrying amounts of financial instruments such as accounts payable and promissory note payable approximate their fair values because of the short maturity of these instruments.
CONVERTIBLE FINANCIAL INSTRUMENTS	The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable US GAAP with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable US GAAP. When the Company has historically determined that the embedded conversion options should not be bifurcated from their host instruments, discounts have been recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. On July 3, 2023, the Company chose to adopt ASU 2020-06 and did not record a beneficial conversion feature (“BCF”) discount on the issuance of convertible notes with the conversion rate below the Company’s market stock price on the date of note issuance.
SHARE-BASED COMPENSATION	The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period. During the three months ended March 31, 2024 and 2023, the Company recorded $175,000 and $0 stock-based compensation expense, respectively. The stock-based compensation incurred from common stock awarded to consultants and executives was reported under professional fees and professional fees - related parties in the statements of operation.
NET INCOME (LOSS) PER SHARE	Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted net income per share assumes the conversion, exercise or issuance of all common stock instruments, such as convertible notes, unless the effect is to reduce a loss or increase earnings per share. For the three months ended March 31, 2024 and 2023, convertible notes were potentially dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive. March 31, March 31, 2024 2023 (Shares) (Shares) Convertible Notes 2,777,340 2,809,440
RECENT ACCOUNTING PRONOUNCEMENTS	Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NATURE OF OPERATIONS AND SUMM_3

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Table)	3 Months Ended
	Mar. 31, 2024
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of antidilutive securities excluded from computation of EPS	March 31, March 31, 2024 2023 (Shares) (Shares) Convertible Notes 2,777,340 2,809,440

PROMISSORY NOTE PAYABLE (Table)

PROMISSORY NOTE PAYABLE (Table)	3 Months Ended
PROMISSORY NOTE PAYABLE (Table)	Mar. 31, 2024
PROMISSORY NOTE PAYABLE
Schedule of promissory note payable	March 31, December 31, Expiry Date 2024 2023 Promissory Note - October 2021 12/31/2023 $ 8,085 $ 8,085 Promissory Notes - December 2021 12/31/2023 21,321 21,321 Promissory Note - March 2022 12/31/2023 14,344 14,344 Promissory Note - June 2022 12/31/2023 8,645 8,645 Promissory Note - September 2022 12/31/2023 9,755 9,755 Promissory Note - December 2022 12/31/2023 20,935 20,935 Promissory Note - March 2023 12/31/2023 26,115 26,115 Promissory Note - June 2023 12/31/2023 10,326 10,326 119,526 119,526 Less: replaced by convertible notes (119,526 ) (119,526 ) Current portion $ - $ -

CONVERTIBLE NOTE PAYABLE (Table

CONVERTIBLE NOTE PAYABLE (Table)	3 Months Ended
CONVERTIBLE NOTE PAYABLE (Table)	Mar. 31, 2024
CONVERTIBLE NOTE PAYABLE
Schedule of convertible note payable	March 31, December 31, Expiry Date 2024 2023 Convertible Note - July 2023 12/31/2027 $ 101,881 $ 119,526 Convertible Note - September 2023 12/31/2027 9,619 9,619 Convertible Note - December 2023 12/31/2027 11,327 11,327 Convertible Note - March 2024 12/31/2027 16,040 - 138,867 140,472 Less: Non-current portion (138,867 ) (140,472 ) Current portion $ - $ -

NATURE OF OPERATIONS AND SUMM_4

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares	Mar. 31, 2024	Mar. 31, 2023
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Convertible Notes	2,777,340	2,809,440

NATURE OF OPERATIONS AND SUMM_5

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Stock-based compensation expense	$ 175,000	$ 0

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
GOING CONCERN
Accumulated deficit	$ (689,326)	$ (495,673)

PROMISSORY NOTE PAYABLE (Detail

PROMISSORY NOTE PAYABLE (Details) - USD ($)	3 Months Ended
PROMISSORY NOTE PAYABLE (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Less: replaced by convertible notes	$ (119,526)	$ (119,526)
Current portion	0	0
Promissory Note [Member]
Promissory note	$ 119,526	119,526
October 2021 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 8,085	8,085
December 2021 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 21,321	21,321
March 2022 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 14,344	14,344
June 2022 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 8,645	8,645
September 2022 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 9,755	9,755
December 2022 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 20,935	20,935
March 2023 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 26,115	26,115
June 2023 [Member] \| Promissory Note [Member]
Maturity date	Dec. 31, 2023
Promissory note	$ 10,326	$ 10,326

PROMISSORY NOTE PAYABLE (Deta_2

PROMISSORY NOTE PAYABLE (Details Narrative) - USD ($)	3 Months Ended
PROMISSORY NOTE PAYABLE (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jul. 09, 2023
Promissory Note [Member]
Interest expense	$ 0	$ 615
Promissory Note [Member] \| Unaffiliated Party [Member]
Maturity date	Dec. 31, 2023
Debt interest rate	3%
Promissory notes issued	$ 0		$ 26,115
Convertible Promissory Notes [Member]
Aggregate principal amount				$ 119,526

CONVERTIBLE NOTE PAYABLE (Detai

CONVERTIBLE NOTE PAYABLE (Details) - USD ($)	3 Months Ended
CONVERTIBLE NOTE PAYABLE (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Convertible note payable net	$ 138,867	$ 140,472
Less: non-current portion	(138,867)	(140,472)
Current portion	0	0
Convertible Notes Payable [Member]
Convertible note payable net	138,867	140,472
September 2023 [Member] \| Convertible Notes Payable [Member]
Convertible note payable net	$ 9,619	9,619
Expiry date	Dec. 31, 2027
December 2023 [Member] \| Convertible Notes Payable [Member]
Convertible note payable net	$ 11,327	11,327
Expiry date	Dec. 31, 2027
March 2024 [Member] \| Convertible Notes Payable [Member]
Convertible note payable net	$ 16,040	0
Expiry date	Dec. 31, 2027
July 2023 [Member] \| Convertible Notes Payable [Member]
Convertible note payable net	$ 119,526
July 2023 [Member] \| Convertible Notes Payable
Convertible note payable net	$ 101,881	$ 119,526
Expiry date	Dec. 31, 2027

CONVERTIBLE NOTE PAYABLE (Det_2

CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($)	3 Months Ended
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Converted shares of common stock	352,900
Convertible note principal amount	$ 17,645
Accrued interest payable	10,649		$ 7,786
Convertible note payable	$ 138,867		140,472
Convertible Notes Payable [Member]
Converted shares of common stock	352,900
Interest expense	$ 2,863	$ 0
Convertible note principal amount	17,645
Accrued interest payable	10,649		7,786
Convertible note payable	$ 138,867		140,472
September 2023 [Member] \| Convertible Notes Payable [Member]
Interest rate	8%
Convertible note per share	$ 0.05
Maturity date	Dec. 31, 2027
Convertible note payable	$ 9,619		9,619
December 2023 [Member] \| Convertible Notes Payable [Member]
Interest rate	8%
Convertible note per share	$ 0.05
Maturity date	Dec. 31, 2027
Convertible note payable	$ 11,327		$ 11,327
July 2023 [Member] \| Convertible Notes Payable [Member]
Interest rate	8%
Convertible note per share	$ 0.05
Maturity date	Dec. 31, 2027
Convertible note payable	$ 119,526
March 31 2024 [Member] \| Convertible Notes Payable [Member]
Interest rate	8%
Convertible note per share	$ 0.05
Maturity date	Dec. 31, 2027
Convertible note payable	$ 16,040

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)	3 Months Ended
EQUITY (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Converted shares of common stock	352,900
Convertible note principal amount	$ 17,645
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	4,082,479	229,579
Common stock, shares outstanding	4,082,479	229,579
Pre-reverse stock split	6,731,667
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Director
Description of shares issued to the director	3,500,000 shares of common stock was issued to the Director of the Company for services from March 10, 2024 through March 10, 2024 valued at $175,000