STOCK TITAN

Greenlit Ventures has $0 cash, going-concern warning

No cash or assets and a $60,975 working-capital deficiency accompany the company's substantial-doubt going-concern disclosure.

(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
10-Q

Rhea-AI Filing Summary

Greenlit Ventures Inc. reported a net loss of $9,797 for the three months ended June 30, 2026, compared with $8,925 a year earlier; the company attributed the increase mainly to higher audit fees and interest expense. For the six months, net loss was $28,293 versus $29,628, with the decrease attributed mainly to lower professional fees. Operating cash flow was $0 in both six-month periods.

At June 30, 2026, cash and total assets were $0, current liabilities were $60,975 and the working capital deficiency was $60,975. Convertible notes payable, net of debt discount, were $204,764, accrued interest was $42,153, and accumulated deficit was $799,954. The company says minimal revenue since inception and these factors raise substantial doubt about its ability to continue as a going concern; it relies on generating cash flows or obtaining additional financing, with no assurance funds will be available on acceptable terms. Management concluded disclosure controls and procedures were not effective at period end. Common shares issued and outstanding were 4,082,479 as of September 23, 2026.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 2 points

How the balance works

Positive

  • Minor pointSix-month net loss decreased 5% to $28,293.

Negative

  • Major pointSubstantial doubt: accumulated deficit reached $799,954 at June 30, 2026.
  • Minor pointQuarterly net loss rose 10% to $9,797.

Filing Explained

At June 30, 2026, Greenlit reported a $204,764 net carrying balance in convertible notes with a $0.05-per-share conversion price; 4,095,280 potential shares were excluded from diluted loss per share as antidilutive. Common shares outstanding remained 4,082,479 from December 31 to June 30; if conversion shares are issued, existing holders’ ownership percentages would fall.

Three-month net loss $9,797 Three months ended June 30, 2026; $8,925 in 2025
Six-month net loss $28,293 Six months ended June 30, 2026; $29,628 in 2025
Cash $0 As of June 30, 2026
Working capital deficiency $60,975 As of June 30, 2026
Convertible notes payable, net of debt discount $204,764 As of June 30, 2026
Accrued interest $42,153 As of June 30, 2026
Accumulated deficit $799,954 As of June 30, 2026
Common shares issued and outstanding 4,082,479 shares As of September 23, 2026
going concern financial
"substantial doubt about our ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
working capital deficiency financial
"a working capital deficiency of $60,975"
Working capital deficiency occurs when a company's short-term resources—cash, inventory and money owed to it—are less than its short-term obligations like bills, wages and debt coming due. Like a household that has more monthly bills than money in the bank, this situation signals a liquidity squeeze that may force borrowing, asset sales or cuts to dividends, and it matters to investors because it raises the risk of operational disruption and reduced shareholder returns.
convertible notes financial
"Convertible at $0.05 per share"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
antidilutive financial
"their effect would be antidilutive"
disclosure controls and procedures regulatory
"Disclosure Controls and Procedures"
Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were GLVT's net losses for the second quarter and first half of 2026?

Greenlit Ventures Inc. reported a net loss of $9,797 for the three months ended June 30, 2026, versus $8,925 for the same 2025 period; six-month net loss was $28,293 versus $29,628.

What are the terms of GLVT's convertible notes?

Notes issued before 2026 expire December 31, 2027, while notes issued during 2026 have a five-year term from issuance. They carry 8% annual interest and are convertible at $0.05 per share of Greenlit Ventures Inc. common stock.

Were GLVT's disclosure controls effective?

No. Greenlit Ventures Inc.'s chief executive officer concluded that, as of June 30, 2026, disclosure controls and procedures were not effective to ensure required information was recorded, processed, summarized and reported within SEC time periods and communicated to management for timely decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

 

 

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, 2026

 

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 September 23, 2026.

 

 

 

  

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

 

12

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

15

 

Item 4.

Controls and Procedures

 

15

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

16

 

Item 1A.

Risk Factors

 

16

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

16

 

Item 3.

Defaults Upon Senior Securities

 

16

 

Item 4.

Mine Safety Disclosures

 

16

 

Item 5.

Other Information

 

16

 

Item 6.

Exhibits

 

16

 

SIGNATURES

 

17

 

 

 
2

  

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

GREENLIT VENTURES INC.

Condensed Balance Sheets

 

 

 

June 30, 2026

 

 

December 31, 2025

 

 

 

(Unaudited)

 

 

(Audited)

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$-

 

 

$-

 

Total Current Assets

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$18,822

 

 

$9,713

 

Accrued interest

 

 

42,153

 

 

 

34,285

 

Total Current Liabilities

 

 

60,975

 

 

 

43,998

 

 

 

 

 

 

 

 

 

 

Convertible note payable, net of debt discount

 

 

204,764

 

 

 

193,448

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

265,739

 

 

 

237,446

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

Preferred stock, par value $0.0001; 20,000,000 shares authorized,

 

 

 

 

 

 

 

 

no shares issued and outstanding

 

 

-

 

 

 

-

 

Common stock, par value $0.0001; 100,000,000 shares authorized,

 

 

 

 

 

 

 

 

4,082,479 shares issued and outstanding

 

 

408

 

 

 

408

 

Additional paid-in capital

 

 

533,807

 

 

 

533,807

 

Accumulated deficit

 

 

(799,954)

 

 

(771,661)

Total Stockholders’ Deficit

 

 

(265,739)

 

 

(237,446)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$-

 

 

$-

 

 

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

 

 
3

Table of Contents

 

GREENLIT VENTURES INC. 

Condensed Statements of Operations

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

$5,798

 

 

$5,432

 

 

$20,425

 

 

$22,868

 

Total Operating Expenses

 

 

5,798

 

 

 

5,432

 

 

 

20,425

 

 

 

22,868

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(3,999)

 

 

(3,493)

 

 

(7,868)

 

 

(6,760)

 

 

 

(3,999)

 

 

(3,493)

 

 

(7,868)

 

 

(6,760)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$(9,797)

 

$(8,925)

 

$(28,293)

 

$(29,628)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

 

$(0.00)

 

$(0.00)

 

$(0.01)

 

$(0.01)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 

 

4,082,479

 

 

 

4,082,479

 

 

 

4,082,479

 

 

 

4,082,479

 

 

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

 

 
4

Table of Contents

 

GREENLIT VENTURES INC.

Condensed Statements of Stockholders’ Deficit

For the Six Months Ended June 30, 2026 and 2025

(Unaudited)

 

Six Months Ended June 30, 2026

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - December 31, 2025

 

 

4,082,479

 

 

$408

 

 

$533,807

 

 

$(771,661)

 

$(237,446)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(18,496)

 

 

(18,496)

Balance - March 31, 2026

 

 

4,082,479

 

 

$408

 

 

$533,807

 

 

$(790,157)

 

$(255,942)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(9,797)

 

 

(9,797)

Balance - June 30, 2026

 

 

4,082,479

 

 

$408

 

 

$533,807

 

 

$(799,954)

 

$(265,739)

 

Six Months Ended June 30, 2025

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Deficit

 

Balance - December 31, 2024

 

 

4,082,479

 

 

$408

 

 

$533,807

 

 

$(723,160)

 

$(188,945)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(20,703)

 

 

(20,703)

Balance - March 31, 2025

 

 

4,082,479

 

 

$408

 

 

$533,807

 

 

$(743,863)

 

$(209,648)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(8,925)

 

 

(8,925)

Balance - June 30, 2025

 

 

4,082,479

 

 

$408

 

 

$533,807

 

 

$(752,788)

 

$(218,573)

 

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

 

 
5

Table of Contents

 

GREENLIT VENTURES INC.

Condensed Statements of Cash Flows

(Unaudited)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(28,293)

 

$(29,628)

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

 

 

 

 

 

 

 

 

Changes in operating liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

20,425

 

 

 

22,868

 

Accrued interest

 

 

7,868

 

 

 

6,760

 

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

 

$11,316

 

 

$21,983

 

 

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

 

 
6

Table of Contents

 

GREENLIT VENTURES INC.

Notes to the Unaudited Condensed Financial Statements

June 30, 2026

 

NOTE 1 – ORGANIZATION AND BUSINESS 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”.

 

NOTE 2 – GOING CONCERN

 

The Company has generated minimal revenue since inception to date and accumulated deficit of $799,954 through the six months ended June 30, 2026. 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 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2025 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, 2025 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on April 15, 2026.

 

 
7

Table of Contents

 

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.

 

 
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, 2026 and 2025, 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,

 

 

 

2026

 

 

2025

 

 

 

(Shares)

 

 

(Shares)

 

Convertible Notes

 

 

4,095,280

 

 

 

3,706,060

 

 

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.

 

RECENT ADOPTED ACCOUNTING STANDARDS

 

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires enhanced disclosures of certain income statement expenses. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, either prospectively or retrospectively.

 

In December 2025, the FASB issued ASU No.2025-11- “Interim Reporting” (Topic270): “Narrow-Scope Improvements” which is designed to improve the navigability of interim reporting guidance and clarify its applicability without fundamentally changing the nature of interim reporting. In introduces a principle requiring entities to disclose events or changes since the last annual reporting period that have a material impact on the entity. The new guidance is effective for annual reporting periods beginning December 15, 2027. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

 

In December 2025, the FASB issued ASU 2025-12 “Codification Improvements”. This ASU represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted.

 

We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our consolidated financial statements or disclosures upon adoption. 

 

 
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NOTE 4 – CONVERTIBLE NOTE PAYABLE

 

 

 

 

 

June 30, 

 

 

December 31,

 

 

 

Expiry Date

 

2026

 

 

2025

 

Convertible Note - July 2023

 

12/31/2027

 

$101,881

 

 

$101,881

 

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

 

 

 

16,040

 

Convertible Note - June 30, 2024

 

12/31/2027

 

 

15,303

 

 

 

15,303

 

Convertible Note - September 30, 2024

 

12/31/2027

 

 

3,476

 

 

 

3,476

 

Convertible Note - December 31, 2024

 

12/31/2027

 

 

5,674

 

 

 

5,674

 

Convertible Note - March 31, 2025

 

12/31/2027

 

 

9,426

 

 

 

9,426

 

Convertible Note - June 30, 2025

 

12/31/2027

 

 

12,557

 

 

 

12,557

 

Convertible Note - September 30, 2025

 

12/31/2027

 

 

5,698

 

 

 

5,698

 

Convertible Note - December 31, 2025

 

12/31/2027

 

 

2,447

 

 

 

2,447

 

Convertible Note - March 31, 2026

 

3/31/2031

 

 

4,276

 

 

 

-

 

Convertible Note - June 30, 2026

 

6/30/2031

 

 

7,040

 

 

 

-

 

 

 

 

 

 

204,764

 

 

 

193,448

 

Less: Non-current portion

 

 

 

 

(204,764)

 

 

(193,448)

Current portion

 

 

 

$-

 

 

$-

 

 

The terms of the convertible notes are summarized as follows:

 

 

·

Loan expiry date of December 31, 2027 for convertible notes issued prior to year 2026

 

 

 

 

·

Loan expiry term of 5 years from date of issuance for convertible notes issued during year 2026

 

 

 

 

·

Annual interest rate at 8% per annum

 

 

 

 

·

Convertible at $0.05 per share of the Company common stock

 

During the six months ended June 30, 2026 and 2025, the interest expense was $7,868 and $6,760, respectively.

 

As of June 30, 2026 and December 31, 2025, the convertible notes payable was $204,764 and $193,448 and accrued interest payable was $42,153 and $34,285, respectively.

 

 

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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.

 

As of June 30, 2026 and December 31, 2025, there were no preferred stock issued and outstanding.

 

As of June 30, 2026 and December 31, 2025, there were 4,082,479 shares of common stock issued and outstanding.

 

NOTE 6 – SEGMENT REPORTING

 

Operating segments comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment: encryption industry. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.

 

Through June 30, 2026, the Company is still in development stage. Upon the start of its operation, the CODM will evaluate the performance of the encryption industry segment based on the Company’s net income (loss) as reported in the Statements of Operations. The Company’s segment assets are reported on the Balance Sheets.

 

The CODM will review performance based on gross profit, operating profit, net earnings and net earnings excluding the impact of the fair value adjustment, a non-GAAP financial measure. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue outside of the United States.

 

NOTE 7 – SUBSEQUENT EVENTS

 

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to June 30, 2026 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

 
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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.

 

 
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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 three months ended June 30, 2026 and 2025.

 

Three months ended June 30, 2026 compared to three months ended June 30, 2025

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

June 30,

 

 

Changes

 

 

 

2026

 

 

2025

 

 

Amount

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

$(5,798)

 

$(5,432)

 

$(366)

 

 

7%

Other Expense

 

 

(3,999)

 

 

(3,493)

 

 

(506)

 

 

14%

Net Loss

 

$(9,797)

 

$(8,925)

 

$(872)

 

 

10%

 

The Company incurred net loss of $9,797 during the three months ended June 30, 2026 as compared to net loss of $8,925 during the three months ended June 30, 2025 The increase in net loss was mainly due to an increase in audit fees and interest expense.

 

Six months ended June 30, 2026 compared to six months ended June 30, 2025

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

June 30,

 

 

Changes

 

 

 

2026

 

 

2025

 

 

Amount

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

$(20,425)

 

$(22,868)

 

$2,443

 

 

(11%)

 

Other Expense

 

 

(7,868)

 

 

(6,760)

 

 

(1,108)

 

 

16%

Net Loss

 

$(28,293)

 

$(29,628)

 

$1,335

 

 

(5%)

 

 

 
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The Company incurred net loss of $28,293 during the six months ended June 30, 2026 as compared to net loss of $29,628 during the six months ended June 30, 2025. The decrease in net loss was mainly due to a decrease in professional fees.

 

Liquidity and Capital Resources

 

Working Capital

 

 

 

 As of

 

 

 As of

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

Changes

 

 

 

2026

 

 

2025

 

 

Amount

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

$-

 

 

$-

 

 

$-

 

 

 

-

 

Current Liabilities

 

$60,975

 

 

$43,998

 

 

$16,977

 

 

 

39%

Working Capital Deficiency

 

$(60,975)

 

$(43,998)

 

$(16,977)

 

 

39%

 

As at June 30, 2026 and December 31, 2024, our Company had no cash and assets.

 

Our current liabilities increased from $43,998 as of December 31, 2025 to $60,975 as of June 30, 2026 mainly due to the increase in accounts payable and accrued liabilities and accrued interest.

 

As at June 30, 2026, our Company had a working capital deficiency of $60,975 compared with a working capital deficiency of $43,998 as at December 31, 2025. The increase in working capital deficit was due to the increase in accounts payable and accrued liabilities and accrued interest.

 

Cash Flows

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

June 30,

 

 

Changes

 

 

 

2025

 

 

2024

 

 

Amount

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows used in operating activities

 

$-

 

 

$-

 

 

$-

 

 

 

-

 

Cash flows used in investing activities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Cash flows provided by financing activities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net changes in cash

 

$-

 

 

$-

 

 

$-

 

 

 

-

 

 

Cash Flow from Operating Activities

 

We have not generated positive cash flow from operating activities. During the six months ended June 30, 2026 and 2025, net cash used in operating activities was $0.

 

Cash flows used in operating activities during the six months ended June 30, 2026, comprised of a net loss of $28,293, reduced by net changes in operating liabilities of $28,293.

 

Cash flows used in operating activities during the six months ended June 30, 2025, comprised of a net loss of $29,628, reduced by net changes in operating liabilities of $29,628.

 

Cash Flow from Investing Activities

 

The Company did not have any investing activities during the six months ended June 30, 2026 and 2025.

 

 
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Cash Flow from Financing Activities

 

The Company did not have any financing activities during the six months ended June 30, 2026 and 2025.

 

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.

 

 
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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:

 

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.

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Greenlit Ventures Inc.

 

 

 

(Registrant)

 

 

 

 

 

Dated: October 08, 2026

 

/s/ Fu Yong Nan

 

 

 

Fu Yong Nan

 

 

 

Director, CEO, CFO, and Secretary

 

 

 
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