Greenlit Ventures (GLVT) 10-Q2024 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q 

(Mark One)

or

208-639-9860

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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   ☐ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes   ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES   ☒ NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES   ☐ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

4,082,479 common shares issued and outstanding as of July 23, 2024.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

GREENLIT VENTURES INC.

Balance Sheets

The accompanying notes are an integral part of these unaudited financial statements

GREENLIT VENTURES INC. 

Statements of Operations

(Unaudited)

The accompanying notes are an integral part of these unaudited financial statements

GREENLIT VENTURES INC.

Statements of Stockholders’ Deficit

For the Six Months Ended June 30, 2024 and 2023

(Unaudited)

* retrospectively restated reverse stock split 1:30

* retrospectively restated reverse stock split 1:30

The accompanying notes are an integral part of these unaudited financial statements

GREENLIT VENTURES INC.

Statements of Cash Flows

(Unaudited)

The accompanying notes are an integral part of these unaudited financial statements

GREENLIT VENTURES INC.

Notes to the Unaudited Financial Statements

June 30, 2024

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 six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. 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 six months ended June 30, 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 six months ended June 30, 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. 

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.

NOTE 2 – GOING CONCERN

The Company has generated minimal revenue since inception to date and accumulated deficit of $707,437 through the six months ended June 30, 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.

NOTE 3 – PROMISSORY NOTE PAYABLE

During the six months ended June 30, 2024 and 2023, the Company issued promissory notes of $0 and $36,441 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 six months ended June 30, 2024 and 2023, the interest expense of $0 and $1,431 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)

 NOTE 4 – CONVERTIBLE NOTE PAYABLE

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.

On June 30, 2024, the Company issued a convertible note of $15,303 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 six months ended June 30, 2024, convertible note principal amount of $17,645 was converted into 352,900 shares of common stock.

During the six months ended June 30, 2024 and 2023, the interest expense was $5,671 and $0, respectively.

As of June 30, 2024 and December 31, 2023, the convertible notes payable was $154,170 and $140,472 and accrued interest payable was $13,458 and $7,786, respectively.

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 six months ended June 30, 2024, convertible note principal amount of $17,645 was converted into 352,900 shares of common stock.

During the six months ended June 30, 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 June 30, 2024 and December 31, 2023, there were no preferred stock issued and outstanding.

As of June 30, 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.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to June 30, 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.

Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

As used in this quarterly report, the terms “we”, “us”, “our”, and “our company” means Greenlit Ventures Inc., unless otherwise indicated.

General Overview

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.

In November 2017, the Company implemented a change of control by issuing shares to new stockholders, redeeming shares of existing stockholders, electing a new officer and director, Zilin Wang, and accepting the resignations of its then existing officers and directors. In connection with this change in control, the stockholders of the Company and its board of directors unanimously approved the change of the Company’s name from Rain Sound Acquisition Corporation to Allyme Holding Inc on August 6, 2019, the Company changed the Company’s name to Ms Young Adventure Enterprise, Inc.

In May 2018, the Company implemented another change in control by electing a new officer and director and accepting the resignations of its then existing officer and director and whereby the then majority shareholder of the Company, Zilin Wang, sold his common stock shares in the Company to Chunxia Jiang, who is now the sole officer and director and majority shareholder of the Company.

On March 10, 2021, Chunxia Jiang sold his 6,010,000 common shares to Pearl Digital International, Limited and resigned from all positions as an officer and director. Mr. Fu Yong Nan was appointed as Chief Executive Officer, Chief Financial Officer, Secretary and sole Director.

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”.

Business

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. The new management is developing a new direction and business model.

We do not have any subsidiaries.

We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

Results of Operations

The following summary of our operations should be read in conjunction with our unaudited condensed financial statements for the six ended June 30, 2024 and 2023.

Three months ended June 30, 2024 compared to three months ended June 30, 2023

The Company incurred net loss of $18,111 during the three months ended June 30, 2024 as compared to net loss of $11,142 during the three months ended June 30, 2023. The increase in net loss was due to an increase in professional fees and note interest expense.

Six months ended June 30, 2024 compared to six months ended June 30, 2023

The Company incurred net loss of $211,764 during the six months ended June 30, 2024 as compared to net loss of $37,757 during the six months ended June 30, 2023. The increase in net loss was due to an increase in professional fees including stock based compensation of $175,000 and an increase in note interest. During the six months ended June 30, 2024, the Company incurred stock based compensation of $175,000 from issuance of 3,500,000 shares of common stock to the Director of the Company for services from March 10, 2024 through March 10, 2024.

Liquidity and Capital Resources

Working Capital

As at June 30, 2024 and December 31, 2023, our Company had no cash and assets.

Our current liabilities increased from $13,631 as of December 31, 2023 to $19,052 as of June 30, 2024 mainly due to the increase in accrued interest.

As at June 30, 2024, our Company had a working capital deficiency of $19,052 compared with a working capital deficiency of $13,631 as at December 31, 2023. The increase in working capital deficit was mainly due to the increase in accrued interest.

Cash Flows

Cash Flow from Operating Activities

We have not generated positive cash flow from operating activities. During the six months ended June 30, 2024 and 2023, net cash used in operating activities was $0.

Cash flows used in operating activities during the six months ended June 30, 2024, comprised of a net loss of $211,764, reduced by stock based compensation of $175,000 and net changes in operating liabilities of $36,764.

Cash flows used in operating activities during the six months ended June 30, 2023, comprised of a net loss of $37,757, offset by net changes in operating liabilities of $37,757.

Cash Flow from Investing Activities

The Company do not have any investing activities during the six months ended June 30, 2024 and 2023.

Cash Flow from Financing Activities

The Company do not have any financing activities during the six months ended June, 2024 and 2023.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer, principal financial officer and principal accounting officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer has concluded that as of such date, our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are included as part of this report:

_________

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 thereunto duly authorized.