Greenlit Ventures flags going-concern risk, $18K loss

GLVT remains pre-revenue with no cash, funded by convertible debt, and faces substantial doubt about its ability to continue as a going concern.

Rhea-AI Filing Summary

Greenlit Ventures Inc. (GLVT) reported minimal activity for the quarter ended March 31, 2026, remaining in development of its encryption-focused products ForceShield Mail and ForceShield VPN and generating no revenue. The company recorded a net loss of $18,496, slightly improved from a $20,703 loss a year earlier, driven mainly by lower professional fees.

The balance sheet is highly constrained, with no cash or other assets, total liabilities of $255,942 and a matching stockholders’ deficit of $255,942. Current liabilities were $58,218, producing a working capital deficit of the same amount. Greenlit is financed primarily through convertible notes totaling $197,724 (all maturing December 31, 2027) plus $38,154 of accrued interest.

Management states that recurring losses, minimal revenue since inception, and the accumulated deficit of $790,157 raise substantial doubt about the company’s ability to continue as a going concern. Continuation depends on securing additional funding and eventually generating cash from operations. Management also concludes that disclosure controls and procedures were not effective as of March 31, 2026, although no material changes to internal control over financial reporting occurred during the quarter.

Positive

• None.

Negative

• Going concern risk: minimal revenue, an accumulated deficit of $790,157, and continued losses lead management to state there is substantial doubt about the company’s ability to continue as a going concern.
• Zero cash and working capital deficit: the company reports $0 in cash and current assets and a working capital deficiency of $58,218 as of March 31, 2026.
• Leverage and accrued interest: financing relies on $197,724 of convertible notes plus $38,154 of accrued interest, all maturing December 31, 2027, with no operating cash flow.
• Weak controls: management concludes disclosure controls and procedures were not effective as of March 31, 2026, indicating control weaknesses around SEC reporting.

Filing Explained

Convertible notes could add 3,954,480 shares at five cents each; no conversion or issuance is reported as of March 31, 2026.

Greenlit Ventures filed an unaudited Form 10-Q for the quarter ended March 31, 2026. Its convertible notes remain outstanding rather than converted or issued into stock, but the filing identifies $197,724 of notes convertible at $0.05 per share and lists 3,954,480 potential common shares, creating a disclosed dilution mechanism for existing holders if conversion occurs.

The notes expire on December 31, 2027 and bear 8% annual interest. The filing excludes their potential shares from diluted loss per share because their effect would be antidilutive for the reported loss; this does not report that conversion has occurred.

Common shares outstanding were 4,082,479 at both December 31, 2025 and March 31, 2026. The filing also records FINRA approval, effective February 1, 2024, for a reverse split of up to 30 old shares for one new share; that consolidation changes the share count and per-share price proportionally rather than itself changing company value.

Key Figures

Net loss: $18,496 Net loss prior year quarter: $20,703 Total liabilities: $255,942 +5 more

8 metrics

Net loss $18,496 For the three months ended March 31, 2026

Net loss prior year quarter $20,703 For the three months ended March 31, 2025

Total liabilities $255,942 As of March 31, 2026

Convertible notes payable $197,724 Outstanding as of March 31, 2026, maturing December 31, 2027

Accrued interest payable $38,154 As of March 31, 2026

Working capital deficiency $58,218 Current liabilities minus current assets as of March 31, 2026

Common shares outstanding 4,082,479 shares Issued and outstanding as of March 31, 2026

Potential shares from convertible notes 3,954,480 shares Potentially issuable upon conversion for EPS purposes as of March 31, 2026

Key Terms

going concern, convertible note payable, reverse stock split, development stage, +2 more

6 terms

going concern financial

"These factors among others raise 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.

convertible note payable financial

"NOTE 4 – CONVERTIBLE NOTE PAYABLE"

A convertible note payable is a short- to mid-term loan a company records as debt that can convert into equity shares under preset conditions, usually at a future financing round or on maturity. It matters to investors because it behaves like a loan (with interest and a repayment date) until conversion, then changes the company’s ownership mix and potential dilution, so it affects both creditor rights and future share value—like a loan that can turn into stock.

reverse stock split financial

"FINRA has approved a reverse stock split of our issued and outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

development stage financial

"Through March 31, 2026, the Company is still in development stage"

fair value financial

"ASC 820, “Fair Value Measurements and Disclosures”, defines fair value"

Fair value is an estimate of what an asset or company is really worth today, derived from expected future earnings, comparable market prices and other relevant facts—like agreeing a price for a used car after checking mileage, condition and similar listings. Investors use fair value to decide whether a stock looks overpriced or undervalued, which helps guide buy, hold or sell decisions and sets expectations for potential returns and risk.

segment reporting financial

"In November 2023, the FASB issued ASU 2023-07, “Segment Reporting” (Topic 280)"

Segment reporting is the practice of breaking a company's financial results into the separate parts of its business—such as product lines, geographic areas, or divisions—so outsiders can see how each part is performing. For investors, it matters because it reveals which areas drive profit or loss, like inspecting individual rooms in a house to know which need repair or add value, helping assess growth prospects and risks more accurately.

FAQ

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

How much did GLVT lose in the quarter ended March 31, 2026?

Greenlit Ventures Inc. reported a net loss of $18,496 for the three months ended March 31, 2026, compared with a loss of $20,703 for the same period in 2025, reflecting slightly lower professional fees and modestly higher interest expense.

What is GLVT’s cash position and working capital as of March 31, 2026?

As of March 31, 2026, Greenlit Ventures Inc. had $0 in cash and total current assets of $0, against current liabilities of $58,218, resulting in a working capital deficiency of $58,218.

How much convertible debt does GLVT have outstanding and on what terms?

Greenlit Ventures Inc. has $197,724 of convertible notes outstanding as of March 31, 2026, all maturing on December 31, 2027, bearing 8% annual interest and convertible at $0.05 per common share.

What going concern disclosures did GLVT make in this 10-Q?

Management states that minimal revenue, an accumulated deficit of $790,157, and ongoing losses raise substantial doubt about Greenlit Ventures Inc.’s ability to continue as a going concern, and that continuation depends on additional financing and future operating cash flows.

Are GLVT’s internal controls over disclosure effective?

Greenlit Ventures Inc.’s management, including its Chief Executive Officer, concluded that disclosure controls and procedures were not effective as of March 31, 2026, though there were no changes during the quarter that materially affected internal control over financial reporting.

How many GLVT shares are outstanding and what is the potential dilution from convertible notes?

As of March 31, 2026, Greenlit Ventures Inc. had 4,082,479 common shares issued and outstanding. Convertible notes were potentially convertible into 3,954,480 additional common shares, which were excluded from diluted EPS because they would be antidilutive.

Did GLVT generate any revenue or cash flows in Q1 2026?

Greenlit Ventures Inc. generated no revenue and reported $0 net cash provided or used in operating, investing, or financing activities in the three months ended March 31, 2026, reflecting its development-stage status and reliance on non-cash support from unaffiliated parties.

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

10-Q Quarterly Reports: What Changes Quarter to Quarter →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/17/2026 - 06:09 AM Accepted by SEC EDGAR 09/17/2026 - 06:09 AM Learn about SEC filing dates

0001693687false--12-31Q120260.00012000000000000.0001100000000408247940824794082479falsefalsefalsefalse00016936872026-01-012026-03-310001693687msyn:JuneThirtyTwoThousandTwentyFiveMemberus-gaap:ConvertibleNotesPayableMember2026-01-012026-03-310001693687us-gaap:ConvertibleNotesPayableMembermsyn:MarchThirtyTwoThousandTwentySixMember2026-01-012026-03-310001693687msyn:JuneThirtyTwoThousandTwentyFiveMemberus-gaap:ConvertibleNotesPayableMember2026-03-310001693687us-gaap:ConvertibleNotesPayableMembermsyn:MarchThirtyTwoThousandTwentySixMember2025-12-310001693687us-gaap:ConvertibleNotesPayableMembermsyn:MarchThirtyTwoThousandTwentySixMember2026-03-310001693687msyn:JuneThirtyTwoThousandTwentyFiveMemberus-gaap:ConvertibleNotesPayableMember2025-12-310001693687msyn:MarchThirtyOneTwoThousandTwentyFiveMemberus-gaap:ConvertibleNotesPayableMember2026-01-012026-03-310001693687msyn:MarchThirtyOneTwoThousandTwentyFiveMemberus-gaap:ConvertibleNotesPayableMember2026-03-310001693687msyn:MarchThirtyOneTwoThousandTwentyFiveMemberus-gaap:ConvertibleNotesPayableMember2025-12-310001693687msyn:DecemberThirtyOneTwoThousandTwentyFourMemberus-gaap:ConvertibleNotesPayableMember2026-01-012026-03-310001693687msyn:DecemberThirtyOneTwoThousandTwentyFourMemberus-gaap:ConvertibleNotesPayableMember2025-12-310001693687msyn:DecemberThirtyOneTwoThousandTwentyFourMemberus-gaap:ConvertibleNotesPayableMember2026-03-310001693687msyn:SeptemberThirtyTwoThousandTwentyFourMemberus-gaap:ConvertibleNotesPayableMember2026-01-012026-03-310001693687msyn:SeptemberThirtyTwoThousandTwentyFourMemberus-gaap:ConvertibleNotesPayableMember2025-12-310001693687msyn:SeptemberThirtyTwoThousandTwentyFourMemberus-gaap:ConvertibleNotesPayableMember2026-03-310001693687msyn:JuneThirtyTwoThousandTwentyFourMemberus-gaap:ConvertibleNotesPayableMember2026-01-012026-03-310001693687msyn:JuneThirtyTwoThousandTwentyFourMemberus-gaap:ConvertibleNotesPayableMember2025-12-310001693687msyn:JuneThirtyTwoThousandTwentyFourMemberus-gaap:ConvertibleNotesPayableMember2026-03-310001693687msyn:MarchThirtyOneTwoThousandTwentyFourMemberus-gaap:ConvertibleNotesPayableMember2026-01-012026-03-310001693687msyn:MarchThirtyOneTwoThousandTwentyFourMemberus-gaap:ConvertibleNotesPayableMember2025-12-310001693687msyn:MarchThirtyOneTwoThousandTwentyFourMemberus-gaap:ConvertibleNotesPayableMember2026-03-310001693687msyn:DecemberTwoThousandTwentyThreeMemberus-gaap:ConvertibleNotesPayableMember2026-01-012026-03-310001693687msyn:DecemberTwoThousandTwentyThreeMemberus-gaap:ConvertibleNotesPayableMember2025-12-310001693687msyn:DecemberTwoThousandTwentyThreeMemberus-gaap:ConvertibleNotesPayableMember2026-03-310001693687msyn:SeptemberTwoThousandTwentyThreeMemberus-gaap:ConvertibleNotesPayableMember2026-01-012026-03-310001693687msyn:SeptemberTwoThousandTwentyThreeMemberus-gaap:ConvertibleNotesPayableMember2025-12-310001693687msyn:SeptemberTwoThousandTwentyThreeMemberus-gaap:ConvertibleNotesPayableMember2026-03-310001693687msyn:SeptemberThirtyTwoThousandTwentyFiveMemberus-gaap:ConvertibleNotesPayableMember2026-01-012026-03-310001693687msyn:SeptemberThirtyTwoThousandTwentyFiveMemberus-gaap:ConvertibleNotesPayableMember2025-12-310001693687msyn:JulyTwoThousandTwentyThreeMembermsyn:ConvertibleNotesPayableOneMember2025-12-310001693687msyn:SeptemberThirtyTwoThousandTwentyFiveMemberus-gaap:ConvertibleNotesPayableMember2026-03-310001693687msyn:JulyTwoThousandTwentyThreeMembermsyn:ConvertibleNotesPayableOneMember2026-03-310001693687msyn:DecemberThirtyOneThousandTwentyFiveMemberus-gaap:ConvertibleNotesPayableMember2025-12-310001693687msyn:DecemberThirtyOneThousandTwentyFiveMemberus-gaap:ConvertibleNotesPayableMember2026-03-310001693687msyn:DecemberThirtyOneThousandTwentyFiveMemberus-gaap:ConvertibleNotesPayableMember2026-01-012026-03-310001693687msyn:JulyTwoThousandTwentyThreeMembermsyn:ConvertibleNotesPayableOneMember2026-01-012026-03-310001693687msyn:ConvertibleNotesMember2026-01-012026-03-310001693687msyn:ConvertibleNotesMember2025-01-012025-03-310001693687us-gaap:RetainedEarningsMember2026-03-310001693687us-gaap:AdditionalPaidInCapitalMember2026-03-310001693687us-gaap:CommonStockMember2026-03-310001693687us-gaap:RetainedEarningsMember2026-01-012026-03-310001693687us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001693687us-gaap:CommonStockMember2026-01-012026-03-310001693687us-gaap:RetainedEarningsMember2025-12-310001693687us-gaap:AdditionalPaidInCapitalMember2025-12-310001693687us-gaap:CommonStockMember2025-12-3100016936872025-03-310001693687us-gaap:RetainedEarningsMember2025-03-310001693687us-gaap:AdditionalPaidInCapitalMember2025-03-310001693687us-gaap:CommonStockMember2025-03-310001693687us-gaap:RetainedEarningsMember2025-01-012025-03-310001693687us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001693687us-gaap:CommonStockMember2025-01-012025-03-3100016936872024-12-310001693687us-gaap:RetainedEarningsMember2024-12-310001693687us-gaap:AdditionalPaidInCapitalMember2024-12-310001693687us-gaap:CommonStockMember2024-12-3100016936872025-01-012025-03-3100016936872025-12-3100016936872026-03-3100016936872026-09-05iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pure

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 March 31, 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 5, 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		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.

Condensed Balance Sheets

		March 31, 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		$	20,064			$	9,713
Accrued interest			38,154				34,285
Total Current Liabilities			58,218				43,998
Convertible note payable, net of debt discount			197,724				193,448
Total Liabilities			255,942				237,446
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 issued and outstanding			408				408
Additional paid-in capital			533,807				533,807
Accumulated deficit			(790,157	)			(771,661	)
Total Stockholders’ Deficit			(255,942	)			(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
		March 31,
		2026				2025
OPERATING EXPENSES
Professional fees		$	14,627			$	17,436
Total Operating Expenses			14,627				17,436
OTHER EXPENSE
Interest expense			(3,869	)			(3,267	)
			(3,869	)			(3,267	)
NET LOSS		$	(18,496	)		$	(20,703	)
NET LOSS PER SHARE: BASIC AND DILUTED		$	(0.00	)		$	(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED			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 Three Months Ended March 31, 2026 and 2025

(Unaudited)

Three Months Ended March 31, 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	)

Three Months Ended March 31, 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	)

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)

		Three Months Ended
		March 31,
		2026				2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(18,496	)		$	(20,703	)
Adjustments to reconcile net loss to net cash from operating activities:
Changes in operating liabilities:
Accounts payable and accrued liabilities			14,627				17,436
Accrued interest			3,869				3,267
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		$	4,276			$	9,426

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

March 31, 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 $790,157 through the three months ended March 31, 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.

7

Table of Contents

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 three months ended March 31, 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.

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 three months ended March 31, 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. 

		March 31,				March 31,
		2026				2025
		(Shares)				(Shares)
Convertible Notes			3,954,480				3,454,920

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2024, the FASB issued ASU No. 2024-04, “Debt—Debt with Conversion and Other Options” (Subtopic 470-20) - Induced Conversions of Convertible Debt Instruments which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment of convertible debt. The new guidance is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. We are currently evaluating the impact this update will have on our financial statements and disclosures.

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 financial statements and disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

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 2023, the FASB issued ASU 2023-07, “Segment Reporting” (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.The adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes” (Topic 740) – “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-09 has not had a material effect on the Company’s statements and disclosures. 

9

Table of Contents

NOTE 4 – CONVERTIBLE NOTE PAYABLE

				March 31,				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		12/31/2027			4,276				-
					197,724				193,448
Less: Non-current portion					(197,724	)			(193,448	)
Current portion				$	-			$	-

The terms of the convertible notes are summarized as follows:

	·	Loan expiry date of December 31, 2027
	·	Annual interest rate at 8% per annum
	·	Convertible at $0.05 per share of the Company common stock

During the three months ended March 31, 2026 and 2025, the interest expense was $3,869 and $3,267, respectively.

As of March 31, 2026 and December 31, 2025, the convertible notes payable was $197,724 and $193,448 and accrued interest payable was $38,154 and $34,285, 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.

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

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

10

Table of Contents

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 March 31, 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 March 31, 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.

11

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.

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”.

12

Table of Contents

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 March 31, 2026 and 2025.

Three months ended March 31, 2026 compared to three months ended March 31, 2025

		Three Months Ended
		March 31,								Changes
		2026				2025				Amount				%
Operating Expenses		$	(14,627	)		$	(17,436	)		$	2,809				(16	)%
Other Expense			(3,869	)			(3,267	)			(602	)			18	%
Net Loss		$	(18,496	)		$	(20,703	)		$	2,207			(11%)

The Company incurred net loss of $18,496 during the three months ended March 31, 2026 as compared to net loss of $20,703 during the three months ended March 31, 2025 The decrease in net loss was mainly due to a decrease in audit fees and interest expense.

Liquidity and Capital Resources

Working Capital

		As of				As of
		March 31,				December 31,				Changes
		2026				2025				Amount				%
Current Assets		$	-			$	-			$	-				-
Current Liabilities		$	58,218			$	43,998			$	14,220				32	%
Working Capital Deficiency		$	(58,218	)		$	(43,998	)		$	(14,220	)			32	%

As at March 31, 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 $58,218 as of March 31, 2026 mainly due to the increase in accounts payable and accrued liabilities and accrued interest.

As at March 31, 2026, our Company had a working capital deficiency of $58,218 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.

13

Table of Contents

Cash Flows

		Three Months Ended
		March 31,								Changes
		2026				2025				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 three months ended March 31, 2026 and 2025, net cash used in operating activities was $0.

Cash flows used in operating activities during the three months ended March 31, 2026, comprised of a net loss of $18,496, reduced by net changes in operating liabilities of $18,496.

Cash flows used in operating activities during the three months ended March 31, 2025, comprised of a net loss of $20,703, reduced by net changes in operating liabilities of $20,703.

Cash Flow from Investing Activities

The Company do not have any investing activities during the three months ended March 31, 2026 and 2025.

Cash Flow from Financing Activities

The Company do not have any financing activities during the three months ended March 31, 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.

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: September 17, 2026		/s/ Fu Yong Nan
		Fu Yong Nan
		Director, CEO, CFO, and Secretary

17