UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended June 30, 2024

 

or

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from _________ to _________

 

 

 

Commission File Number 000-55738

 

Greenlit Ventures Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

81-4679061

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

 

 

9169 W State St #3147 Garden City, ID

 

83714

(Address of principal executive offices)

 

(Zip Code)

 

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:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001

GLVT

None

 

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.

 

Large accelerated filer

Accelerated filer

Non-accelerated Filer

Smaller reporting company

 

 

Emerging growth company

 

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

 

3

 

Item 2.

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

 

11

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

14

 

Item 4.

Controls and Procedures

 

14

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

15

 

Item 1A.

Risk Factors

 

15

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

15

 

Item 3.

Defaults Upon Senior Securities

 

15

 

Item 4.

Mine Safety Disclosures

 

15

 

Item 5.

Other Information

 

15

 

Item 6.

Exhibits

 

16

 

SIGNATURES

 

17

 

 

 
2

Table of Contents

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

GREENLIT VENTURES INC.

Balance Sheets

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

(Unaudited)

 

 

(Audited)

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$-

 

 

$-

 

Total Current Assets

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$5,594

 

 

$5,845

 

Accrued interest

 

 

13,458

 

 

 

7,786

 

Total Current Liabilities

 

 

19,052

 

 

 

13,631

 

 

 

 

 

 

 

 

 

 

Convertible note payable, net of debt discount

 

 

154,170

 

 

 

140,472

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

173,222

 

 

 

154,103

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

Preferred stock, par value $0.0001; 20,000,000 shares authorized, none shares issued and outstanding

 

 

-

 

 

 

-

 

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

 

 

(707,437)

 

 

(495,673)

Total Stockholders’ Deficit

 

 

(173,222)

 

 

(154,103)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$-

 

 

$-

 

 

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

 

 
3

Table of Contents

 

GREENLIT VENTURES INC. 

Statements of Operations

(Unaudited)

 

 

 

Three Months Ended

 

 

 Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

$15,303

 

 

$10,326

 

 

$31,093

 

 

$36,326

 

Professional fees - related party

 

 

-

 

 

 

-

 

 

 

175,000

 

 

 

-

 

Total Operating Expenses

 

 

15,303

 

 

 

10,326

 

 

 

206,093

 

 

 

36,326

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(2,808)

 

 

(816)

 

 

(5,671)

 

 

(1,431)

 

 

 

(2,808)

 

 

(816)

 

 

(5,671)

 

 

(1,431)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$(18,111)

 

$(11,142)

 

$(211,764)

 

$(37,757)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

 

$(0.00)

 

$(0.00)

 

$(0.08)

 

$(0.01)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 

 

4,082,479

 

 

 

6,731,667

 

 

 

2,505,150

 

 

 

6,731,667

 

 

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

 

 
4

Table of Contents

 

GREENLIT VENTURES INC.

Statements of Stockholders’ Deficit

For the Six Months Ended June 30, 2024 and 2023

(Unaudited)

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*Balance - December 31, 2023

 

 

229,579

 

 

$23

 

 

$341,547

 

 

$(495,673)

 

$(154,103)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation - related party

 

 

3,500,000

 

 

 

350

 

 

 

174,650

 

 

 

-

 

 

 

175,000

 

Issuance of common stock for note conversion

 

 

352,900

 

 

 

35

 

 

 

17,610

 

 

 

-

 

 

 

17,645

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(193,653)

 

 

(193,653)

Balance - March 31, 2024

 

 

4,082,479

 

 

$408

 

 

$533,807

 

 

$(689,326)

 

$(155,111)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(18,111)

 

 

(18,111)

Balance - June 30, 2024

 

 

4,082,479

 

 

$408

 

 

$533,807

 

 

$(707,437)

 

$(173,222)

 

* retrospectively restated reverse stock split 1:30

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*Balance - December 31, 2022

 

 

229,579

 

 

$23

 

 

$341,547

 

 

$(432,084)

 

$(90,514)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(26,615)

 

 

(26,615)

Balance - March 31, 2023

 

 

229,579

 

 

$23

 

 

$341,547

 

 

$(458,699)

 

$(117,129)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(11,142)

 

 

(11,142)

Balance - June 30, 2023

 

 

229,579

 

 

$23

 

 

$341,547

 

 

$(469,841)

 

$(128,271)

 

* retrospectively restated reverse stock split 1:30

 

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

 

 
5

Table of Contents

 

GREENLIT VENTURES INC.

Statements of Cash Flows

(Unaudited)

 

 

 

 Six Months Ended

 

 

 

 June 30,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(211,764)

 

$(37,757)

Adjustments to reconcile net loss to net cash from operating activities:

 

 

 

 

 

 

 

 

Stock based compensation - related party

 

 

175,000

 

 

 

-

 

Changes in operating assets liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

31,092

 

 

 

36,326

 

Accrued interest

 

 

5,672

 

 

 

1,431

 

Net cash used in operating activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

-

 

 

 

-

 

Cash and cash equivalents - beginning of period

 

 

-

 

 

 

-

 

Cash and cash equivalents - end of period

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for income taxes

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Non-Cash Investing and Financing Activities

 

 

 

 

 

 

 

 

Operating expenses paid by unaffiliated parties

 

$31,343

 

 

$36,441

 

Conversion of convertible notes for common stock

 

$17,645

 

 

$-

 

 

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

 

 
6

Table of Contents

 

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.

 

 
7

Table of Contents

 

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.

 

 
8

Table of Contents

 

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. 

 

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

 

 

(Shares)

 

 

(Shares)

 

Convertible Notes

 

 

3,083,400

 

 

 

-

 

 

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

 

 

 

 

 

June 30,

 

 

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 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)

 

 
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 NOTE 4 – CONVERTIBLE NOTE PAYABLE

 

 

 

 

 

June 30,

 

 

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 31, 2024

 

12/31/2027

 

 

16,040

 

 

 

-

 

Convertible Note - June 30, 2024

 

12/31/2027

 

 

15,303

 

 

 

-

 

 

 

 

 

 

154,170

 

 

 

140,472

 

Less: Non-current portion

 

 

 

 

(154,170)

 

 

(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.

 

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.

 

 
10

Table of Contents

 

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.

 

 
11

Table of Contents

 

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

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

June 30,

 

 

Changes

 

 

 

2024

 

 

2023

 

 

Amount

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

$(15,303)

 

$(10,326)

 

$(4,977)

 

 

48%

Other Expense

 

 

(2,808)

 

 

(816)

 

 

(1,992)

 

 

244%

Net Loss

 

$(18,111)

 

$(11,142)

 

$(6,969)

 

 

63%

 

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.

 

 
12

Table of Contents

 

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

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

June 30,

 

 

Changes

 

 

 

2024

 

 

2023

 

 

Amount

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

$(206,093)

 

$(36,326)

 

$(169,767)

 

 

467%

Other Expense

 

 

(5,671)

 

 

(1,431)

 

 

(4,240)

 

 

296%

Net Loss

 

$(211,764)

 

$(37,757)

 

$(174,007)

 

 

461%

 

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 of

 

 

 As of

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

Changes

 

 

 

2024

 

 

2023

 

 

Amount

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

$-

 

 

$-

 

 

$-

 

 

 

-

 

Current Liabilities

 

$19,052

 

 

$13,631

 

 

$5,421

 

 

 

40%

Working Capital Deficiency

 

$(19,052)

 

$(13,631)

 

$(5,421)

 

 

40%

 

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

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

June 30,

 

 

Changes

 

 

 

2024

 

 

2023

 

 

Amount

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows used in operating activities

 

$-

 

 

$-

 

 

$-

 

 

 

-

 

Net changes in cash

 

$-

 

 

$-

 

 

$-

 

 

 

-

 

 

 
13

Table of Contents

 

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.

 

 
14

Table of Contents

 

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.

 

 
15

Table of Contents

 

Item 6. Exhibits

 

The following exhibits are included as part of this report:

 

Exhibit

Number

 

Description

31

 

Rule 13a-14(a)/15d-14(a) Certification

31.1

 

Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

32

 

Section 1350 Certification

32.1*

 

Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

101

 

Interactive Data Files

101.INS**

 

XBRL Instance Document

101.SCH**

 

XBRL Taxonomy Extension Schema Document

101.CAL**

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

 

XBRL Taxonomy Extension Presentation Linkbase Document

_________

*

Filed herewith. In addition, in accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

 

 

**

XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
16

Table of Contents

 

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.

 

 

 

Greenlit Ventures Inc.

 

 

 

(Registrant)

 

 

 

 

 

Dated: July 30, 2024

 

/s/ Fu Yong Nan

 

 

 

Fu Yong Nan

 

 

 

Director, CEO, CFO, and Secretary

 

 

 
17

 

nullnullv3.24.2
Cover - shares
6 Months Ended
Jun. 30, 2024
Jul. 23, 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 Jun. 30, 2024  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q2  
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 $0.0001  
Trading Symbol GLVT  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
v3.24.2
Balance Sheets - USD ($)
Jun. 30, 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 5,594 5,845
Accrued interest 13,458 7,786
Total Current Liabilities 19,052 13,631
Convertible note payable, net of debt discount 154,170 140,472
Total Liabilities 173,222 154,103
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 (707,437) (495,673)
Total Stockholders' Deficit (173,222) (154,103)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 0 $ 0
v3.24.2
Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 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
v3.24.2
Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
OPERATING EXPENSES        
Professional fees $ 15,303 $ 10,326 $ 31,093 $ 36,326
Professional fees - related party 0 0 175,000 0
Total Operating Expenses 15,303 10,326 206,093 36,326
OTHER EXPENSE        
Interest expense (2,808) (816) (5,671) (1,431)
Other expense (2,808) (816) (5,671) (1,431)
NET LOSS $ (18,111) $ (11,142) $ (211,764) $ (37,757)
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.08) $ (0.01)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 4,082,479 6,731,667 2,505,150 6,731,667
v3.24.2
Statements of Stockholders' Deficit (Unaudited) - 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, 2022   229,579    
Balance, amount at Dec. 31, 2022 (90,514) $ 23 341,547 (432,084)
Net loss (37,757)      
Balance, shares at Jun. 30, 2023   229,579    
Balance, amount at Jun. 30, 2023 (128,271) $ 23 341,547 (469,841)
Balance, shares at Mar. 31, 2023   229,579    
Balance, amount at Mar. 31, 2023 (117,129) $ 23 341,547 (458,699)
Net loss (11,142) $ 0 0 (11,142)
Balance, shares at Jun. 30, 2023   229,579    
Balance, amount at Jun. 30, 2023 (128,271) $ 23 341,547 (469,841)
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)
Balance, shares at Dec. 31, 2023   229,579    
Balance, amount at Dec. 31, 2023 (154,103) $ 23 341,547 (495,673)
Net loss (211,764)      
Balance, shares at Jun. 30, 2024   4,082,479    
Balance, amount at Jun. 30, 2024 (173,222) $ 408 533,807 (707,437)
Balance, shares at Mar. 31, 2024   4,082,479    
Balance, amount at Mar. 31, 2024 (155,111) $ 408 533,807 (689,326)
Net loss (18,111) $ 0 0 (18,111)
Balance, shares at Jun. 30, 2024   4,082,479    
Balance, amount at Jun. 30, 2024 $ (173,222) $ 408 $ 533,807 $ (707,437)
v3.24.2
Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (211,764) $ (37,757)
Adjustments to reconcile net loss to net cash from operating activities:    
Stock based compensation - related party 175,000 0
Changes in operating assets liabilities:    
Accounts payable and accrued liabilities 31,092 36,326
Accrued interest 5,672 1,431
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 31,343 36,441
Conversion of convertible notes for common stock $ 17,645 $ 0
v3.24.2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 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 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. 

 

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

 

 

(Shares)

 

 

(Shares)

 

Convertible Notes

 

 

3,083,400

 

 

 

-

 

 

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.

v3.24.2
GOING CONCERN
6 Months Ended
Jun. 30, 2024
GOING CONCERN  
GOING CONCERN

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.

v3.24.2
PROMISSORY NOTE PAYABLE
6 Months Ended
Jun. 30, 2024
PROMISSORY NOTE PAYABLE  
PROMISSORY NOTE PAYABLE

NOTE 3 – PROMISSORY NOTE PAYABLE

 

 

 

 

 

June 30,

 

 

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 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)

v3.24.2
CONVERTIBLE NOTE PAYABLE
6 Months Ended
Jun. 30, 2024
CONVERTIBLE NOTE PAYABLE  
CONVERTIBLE NOTE PAYABLE

 NOTE 4 – CONVERTIBLE NOTE PAYABLE

 

 

 

 

 

June 30,

 

 

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 31, 2024

 

12/31/2027

 

 

16,040

 

 

 

-

 

Convertible Note - June 30, 2024

 

12/31/2027

 

 

15,303

 

 

 

-

 

 

 

 

 

 

154,170

 

 

 

140,472

 

Less: Non-current portion

 

 

 

 

(154,170)

 

 

(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.

 

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.

v3.24.2
EQUITY
6 Months Ended
Jun. 30, 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 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.

v3.24.2
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2024
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

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.

v3.24.2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 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 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. 

 

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

 

 

(Shares)

 

 

(Shares)

 

Convertible Notes

 

 

3,083,400

 

 

 

-

 

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.

v3.24.2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Table)
6 Months Ended
Jun. 30, 2024
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Schedule of antidilutive securities excluded from computation of EPS

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

 

 

(Shares)

 

 

(Shares)

 

Convertible Notes

 

 

3,083,400

 

 

 

-

 

v3.24.2
PROMISSORY NOTE PAYABLE (Table)
6 Months Ended
Jun. 30, 2024
PROMISSORY NOTE PAYABLE  
Schedule of promissory note payable

 

 

 

 

June 30,

 

 

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

 

 

 

$-

 

 

$-

 

v3.24.2
CONVERTIBLE NOTE PAYABLE (Table)
6 Months Ended
Jun. 30, 2024
CONVERTIBLE NOTE PAYABLE  
Schedule of convertible note payable

 

 

 

 

June 30,

 

 

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 31, 2024

 

12/31/2027

 

 

16,040

 

 

 

-

 

Convertible Note - June 30, 2024

 

12/31/2027

 

 

15,303

 

 

 

-

 

 

 

 

 

 

154,170

 

 

 

140,472

 

Less: Non-current portion

 

 

 

 

(154,170)

 

 

(140,472)

Current portion

 

 

 

$-

 

 

$-

 

v3.24.2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
Jun. 30, 2024
shares
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Convertible Notes 3,083,400
v3.24.2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
Stock-based compensation expense $ 175,000 $ 0
v3.24.2
GOING CONCERN (Details Narrative) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
GOING CONCERN    
Accumulated deficit $ (707,437) $ (495,673)
v3.24.2
PROMISSORY NOTE PAYABLE (Details) - USD ($)
6 Months Ended
Jun. 30, 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
v3.24.2
PROMISSORY NOTE PAYABLE (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jul. 09, 2023
Promissory Note [Member]      
Interest expense $ 0 $ 1,431  
Promissory Note [Member] | Unaffiliated Party [Member]      
Maturity date Dec. 31, 2023    
Debt interest rate 3.00%    
Promissory notes issued $ 0 $ 36,441  
Convertible Promissory Notes [Member]      
Aggregate principal amount     $ 119,526
v3.24.2
CONVERTIBLE NOTE PAYABLE (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Convertible note payable net $ 154,170 $ 140,472
Less: non-current portion (154,170) (140,472)
Current portion 0 0
Convertible Notes Payable [Member]    
Convertible note payable net 154,170 140,472
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  
June 30, 2024 [Member] | Convertible Notes Payable [Member]    
Convertible note payable net $ 15,303 $ 0
Expiry date Dec. 31, 2027  
v3.24.2
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Converted shares of common stock 352,900    
Convertible note principal amount $ 17,645    
Accrued interest payable 13,458   $ 7,786
Convertible note payable $ 154,170   140,472
Convertible Notes Payable [Member]      
Converted shares of common stock 352,900    
Interest expense $ 5,671 $ 0  
Convertible note principal amount 17,645    
Accrued interest payable 13,458   7,786
Convertible note payable $ 154,170   140,472
September 2023 [Member] | Convertible Notes Payable [Member]      
Interest rate 8.00%    
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 8.00%    
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 8.00%    
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 8.00%    
Convertible note per share $ 0.05    
Maturity date Dec. 31, 2027    
Convertible note payable $ 16,040    
June 2024 [Member] | Convertible Notes Payable [Member]      
Interest rate 8.00%    
Convertible note per share $ 0.05    
Maturity date Dec. 31, 2027    
Convertible note payable $ 15,303    
v3.24.2
EQUITY (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 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
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  

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