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EX-32.1 - CERTIFICATION - GREEN VISION BIOTECHNOLOGY CORP.gvbt_ex321.htm
EX-31.2 - CERTIFICATION - GREEN VISION BIOTECHNOLOGY CORP.gvbt_ex312.htm
EX-31.1 - CERTIFICATION - GREEN VISION BIOTECHNOLOGY CORP.gvbt_ex311.htm

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

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

 

For the quarterly period ended March 31, 2019

 

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

 

For the transition period from __________ to __________

 

Commission File No. No. 000-55210

 

GREEN VISION BIOTECHNOLOGY CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

 

7380

 

98-1060941

(State or Other Jurisdiction

of Incorporation or Organization)

 

(Primary Standard Industrial

Classification Number)

 

(IRS Employer

Identification Number)

 

Rooms 1804-06, 18/F., Wing On House, 71 Des Voeux Road Central,

Hong Kong SAR, China

852-94929967

(Address and telephone of principal executive offices)

 

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

 

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

 

Common stock, par value $0.001 per share.

(Title of class)

 

Former address: 1255 W, Rio Salado Parkway, Suite 215, Tempe, Arizona, 85281

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

 

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o No ☒

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes o No ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

 

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☒     No ☐

 

No market value has been computed as of March 31, 2019 based upon the fact that no active trading market has been established.

 

Applicable Only to Corporate Issuers:

 

Indicate the number of shares outstanding of each of issuer’s classes of common stock, as of the most practicable date: As of May 1, 2020, there were 160,790,000 shares of Common Stock of the issuer outstanding.

 

 

 

 

TABLE OF CONTENTS

 

 

Page

 

PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements (Unaudited)

 

3

 

Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018

 

3

 

Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018

 

4

 

Consolidated Statements of Stockholders’ Deficit and Comprehensive Loss as of March 31, 2019

 

5

 

Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018

 

6

 

Notes to Consolidated Financial Statements

 

7

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

27

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

31

 

Item 4.

Controls and Procedures

 

31

 

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

32

 

Item 1A.

Risk Factors

 

33

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

33

 

Item 3.

Defaults Upon Senior Securities

 

33

 

Item 4.

Mine Safety Disclosures

 

33

 

Item 5.

Other Information

 

33

 

Item 6.

Exhibits

 

34

 

Signatures

 

35

 

 
2

Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ITEM: 1 FINANCIAL STATEMENTS

 

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

Note

 

 

March 31,
2019

 

 

December 31,
2018

 

 

 

 

(Unaudited)

 

 

(Audited)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

$ 13,447

 

 

$ 9,114

 

Accounts receivable, net of allowance for doubtful accounts

 

 

 

 

 

1,893

 

 

 

-

 

Inventories, net

 

 

7

 

 

 

-

 

 

 

-

 

Advance to suppliers

 

 

 

 

 

 

21,934

 

 

 

21,429

 

Other receivables

 

 

4

 

 

 

6,942

 

 

 

6,107

 

Total current assets

 

 

 

 

 

 

44,216

 

 

 

36,650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant equipment, net

 

 

5

 

 

 

2,385,712

 

 

 

2,363,148

 

Construction in progress

 

 

 

 

 

 

-

 

 

 

-

 

Intangible assets

 

 

6

 

 

 

841,890

 

 

 

827,074

 

Long term lease prepayment

 

 

 

 

 

 

-

 

 

 

-

 

Restricted cash

 

 

 

 

 

 

1,636

 

 

 

1,594

 

Total non-current assets

 

 

 

 

 

 

3,229,238

 

 

 

3,191,816

 

TOTAL ASSETS

 

 

 

 

 

$ 3,273,454

 

 

$ 3,228,466

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

 

 

 

$ 26,539

 

 

$ 28,243

 

Advances from customer

 

 

 

 

 

 

1,029

 

 

 

15

 

Accrued expenses

 

 

 

 

 

 

170,680

 

 

 

149,103

 

Accrued payroll

 

 

 

 

 

 

9,339

 

 

 

33,706

 

Other payables

 

 

9

 

 

 

77,053

 

 

 

37,789

 

Other tax payables

 

 

 

 

 

 

24,031

 

 

 

23,386

 

Amount due to related parties

 

 

11

 

 

 

5,312,408

 

 

 

5,310,386

 

Amount due to shareholder

 

 

 

 

 

 

4,141,763

 

 

 

4,050,936

 

Total current liabilities

 

 

 

 

 

 

9,762,842

 

 

 

9,633,564

 

TOTAL LIABILITIES

 

 

 

 

 

$ 9,762,842

 

 

$ 9,633,564

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.001 par value per share, authorized 750,000,000 and 750,000,000 shares, issued and outstanding 160,790,000 shares at March 31, 2019, and December 31, 2018 respectively

 

 

 

 

 

 

160,790

 

 

 

160,790

 

Additional paid-in capital

 

 

 

 

 

 

(282,209 )

 

 

(282,209 )

Accumulated other comprehensive loss

 

 

 

 

 

 

(47,033 )

 

 

(38,437 )

Accumulated deficit

 

 

 

 

 

 

(6,320,936 )

 

 

(6,245,242 )

TOTAL STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

(6,489,388 )

 

 

(6,405,098 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

$ 3,273,454

 

 

$ 3,228,466

 

 

See accompanying notes to unaudited consolidated financial statements

 

 
3

Table of Contents

 

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

Note

 

 

Three Months Ended

March 31, 2019

 

 

Three Months Ended March 31, 2018

 

 

 

 

 

$

 

 

$

 

Revenue, net

 

 

 

 

$ 29,834

 

 

$ 52,917

 

Cost of Sales

 

 

 

 

 

29,010

 

 

 

37,255

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

$ 824

 

 

$ 15,662

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Selling expenses

 

 

 

 

 

(47 )

 

 

(3,898 )

General and administrative expenses

 

 

 

 

 

(98,966 )

 

 

(243,371 )

 

 

 

 

 

 

 

 

 

 

 

 

(Loss)/income from operations

 

 

 

 

$ (98,189 )

 

$ (231,607 )

 

 

 

 

 

 

 

 

 

 

 

 

Non-operating income (expense)

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

6

 

 

 

26

 

Interest expense

 

 

 

 

 

(317 )

 

 

(1,856 )

Other income

 

 

 

 

 

28,259

 

 

 

124

 

Other expense

 

 

 

 

 

(5,453 )

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss)/income before income taxes

 

 

 

 

$ (75,694 )

 

$ (233,313 )

Income tax

 

 

12

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)/income

 

 

 

 

 

$ (75,694 )

 

$ (233,313 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interest

 

 

 

 

 

 

-

 

 

 

-

 

Net (loss)/income attributable to the Company

 

 

 

 

 

$ (75,694 )

 

$ (233,313 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

(8,596 )

 

 

49,883

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

 

14

 

 

$ (84,290 )

 

$ (183,430 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share of common stock

 

 

10

 

 

$

(0.05cents

 

$

(0.15cents

Diluted earnings per share

 

 

10

 

 

$

(0.05cents

 

$

(0.15cents

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding – basic and diluted

 

 

 

 

 

 

160,790,000

 

 

 

160,790,000

 

 

See accompanying notes to unaudited consolidated financial statements

 

 
4

Table of Contents

 

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’DEFICIT AND COMPREHENSIVE INCOME

(UNAUDITED)

 

 

 

Number of common shares outstanding

 

 

Amount

 

 

Additional paid-in

 capital

 

 

Accumulated other

comprehensive

income

 

 

Accumulated deficits

 

 

Total stockholders’ equity/ (deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2018

 

 

160,790,000

 

 

$ 160,790

 

 

 

(282,209 )

 

 

(87,533 )

 

 

(4,883,120 )

 

$ (5,092,072 )

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(233,313 )

 

 

(233,313 )

Foreign currency translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

49,883

 

 

 

-

 

 

 

49,883

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2018

 

 

160,790,000

 

 

$ 160,790

 

 

 

(282,209 )

 

 

(37,650 )

 

 

(5,116,433 )

 

$ (5,275,502 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2019

 

 

160,790,000

 

 

$ 160,790

 

 

 

(282,209 )

 

 

(38,437 )

 

 

(6,245,242 )

 

$ (6,405,098 )

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(75,694 )

 

 

(75,694 )

Foreign currency translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(8,596 )

 

 

-

 

 

 

(8,596 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2019

 

 

160,790,000

 

 

$ 160,790

 

 

 

(282,209 )

 

 

(47,033 )

 

 

(6,320,936 )

 

$ (6,489,388 )

 

See accompanying notes to unaudited consolidated financial statements

 

 
5

Table of Contents

 

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

 

2018

 

Cash flows used in operating activities:

 

 

 

 

 

 

Net (loss) income

 

$ (75,694 )

 

$ (233,313 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

36,710

 

 

 

61,167

 

Amortization of intangible assets

 

 

5,968

 

 

 

6,331

 

Allowance for doubtful accounts

 

 

-

 

 

 

-

 

Long term lease prepayment

 

 

-

 

 

 

152

 

Inventory provision reversal

 

 

(66,640 )

 

 

-

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(1,883 )

 

 

(33,882 )

Inventories

 

 

66,640

 

 

 

10,230

 

Advances to suppliers

 

 

34

 

 

 

(22 )

Other receivables

 

 

(678 )

 

 

13,843

 

Amount due from related parties

 

 

-

 

 

 

-

 

Restricted cash

 

 

(1 )

 

 

(18 )

Accounts payable

 

 

(2,402 )

 

 

(1,541 )

Advances from customer

 

 

1,008

 

 

 

11,656

 

Other payables

 

 

38,113

 

 

 

26,664

 

Other tax payables

 

 

55

 

 

 

(10,613 )

Accrued payroll

 

 

(25,084 )

 

 

6,397

 

Accrued expenses

 

 

21,813

 

 

 

(34,942 )

Amount due to related parties

 

 

(2,509 )

 

 

55,215

 

Net cash provided by (used for) operating activities

 

 

(4,550 )

 

 

(122,676 )

Cash flows used for investing activities:

 

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

-

 

 

 

(637 )

Construction in progress

 

 

-

 

 

 

(1,475 )

Net cash used for investing activities

 

 

-

 

 

 

(2,112 )

Cash flows provided by (used for) financing activities:

 

 

 

 

 

 

 

 

Amounts due to shareholder

 

 

8,730

 

 

 

104,692

 

Net cash provided by (used for) financing activities

 

 

8,730

 

 

 

104,692

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

4,180

 

 

 

(20,096 )

Effect of foreign currency translation

 

 

153

 

 

 

1,078

 

Cash – beginning of period

 

 

9,114

 

 

 

38,931

 

Cash – end of period

 

$ 13,447

 

 

$ 19,913

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Interest paid

 

$ 317

 

 

$ 1,856

 

Income taxes

 

$ -

 

 

$ -

 

 

See accompanying notes to unaudited consolidated financial statements

 

 
6

Table of Contents

 

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS

 

Green Vision Biotechnology Corp. (formerly known as Vibe Wireless Corp., originally known as Any Translation Corp.), (the “Company”, “GVBT”), was incorporated under the laws of the State of Nevada on July 5, 2012. The Company was founded to be in the business of translation and interpretation. On November 12, 2015, the Company changed its name from Any Translation Corp. to Vibe Wireless Corp. On September 30, 2016, we changed our name from Vibe Wireless Corp. to Green Vision Biotechnology Corp.

 

On September 30, 2016, the Company filed a Certificate of Amendment with the Nevada Secretary of State (the “Nevada SOS”) whereby it amended its Articles of Incorporation to increase the Company’s authorized number of shares of common stock from 75 million to 750 million and forward stock split all of its issued and outstanding shares of common stock at a ratio of ten (10) shares for every one (1) share held. The Company’s Board of Directors approved this amendment on September 30, 2016. This stock split has been retroactively applied to the financial statements.

 

On the same date, September 30, 2016, the Company filed Articles of Merger with the Nevada SOS whereby it entered into a statutory merger with its wholly-owned subsidiary, Green Vision Biotechnology Corp. pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company is the sole surviving entity and changed its name to “Green Vision Biotechnology Corp.”

 

The investment transaction under the share exchange agreements and contractual agreements as described below (collectively the “Transaction Agreements”) was entered into, between each of the Shareholders of Lutu International Biotechnology Limited (“Lutu International”), a company incorporated under the laws of Cayman Islands and GVBT (the “Investment Transaction”) on May 12, 2017. As a result of closing the Investment Transaction, GVBT acquired part of the shares of Lutu International and assumed management of Lutu International and all its direct and indirect subsidiaries (“the Lutu Group”).

 

On May 12, 2017, GVBT entered into a share exchange agreement with Harcourt Capital Limited (“Harcourt”), a limited company incorporated in the British Virgin Islands, which holds 6% of the issued and outstanding shares of Lutu International; and Woodhead Investments Limited (“Woodhead”), a limited company incorporated in the British Virgin Islands, which holds 5% of the issued and outstanding shares of Lutu International (the “Minority Interest Exchange Agreement”). Under the Minority Interest Exchange Agreement, Woodhead agreed to transfer GVBT a total of 5% of the issued and outstanding shares of Lutu International. In consideration, GVBT agreed to grant Woodhead, or persons designated by Woodhead, a right to receive a total of 5 million shares of GVBT’s common stock. Under the Minority Interest Exchange Agreement, Harcourt agreed to transfer to GVBT a total of 6% of the issued and outstanding shares of Lutu International. In consideration, GVBT agreed to grant Harcourt, or persons designated by Harcourt, a right to receive a total of 6 million shares of GVBT’s common stock. The transactions under the Minority Interest Exchange Agreement were completed on May 12, 2017.

 

 
7

Table of Contents

 

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS (CONTINUED)

 

Pursuant to an escrow agreement (the “Escrow Agreement”) entered into between Booth Udall Fuller, PLC (the “Escrow Agent”) and GVBT on May 12, 2017, the Escrow Shares shall be held by Booth Udall Fuller, PLC for a year following the execution of the Majority Interest Exchange Agreement. The Escrow Shares shall not be subject to any lien, attachment, or any other judicial process of any creditor of GVBT, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Majority Interest Exchange Agreement.

 

On May 12, 2017, GVBT entered into the Contractual Agreements with Lutu International and/or Able Lead. Upon execution of the Contractual Arrangements, GVBT assumed management of Lutu International and its subsidiaries (the “Lutu Group”) and received economic benefits which includes the right to receive the expected residual returns and and/or obligation to absorb expected loss from the Lutu Group. Each agreement in the Contractual Arrangements constitutes valid and binding obligations of the parties of such agreements and is enforceable and valid in accordance with the laws of Cayman Islands. All agreements executed by Lutu International were duly approved by its board of directors and the Shareholders of Lutu International.

 

Consulting Services Agreement

 

Pursuant to the exclusive consulting services agreement entered into between GVBT and Lutu International on May 12, 2017, GVBT has the exclusive right to provide to the Lutu Group general business operation services, including advice and strategic planning, as well as consulting services related to the technological research and development of bio-fertilizers. Further, GVBT owns the intellectual property rights developed or discovered through research and development, in the course of providing the consulting services, or derived from the provision of the consulting services. In consideration, Lutu International pays an annual consulting service fees to GVBT in the amount equivalent to all of Lutu International’s net profits for the relevant financial year. The term of this consulting service agreement is five (5) years from its effective date and may be terminated upon GVBT’s written confirmation prior to the expiration of this agreement.

 

Unless otherwise expressly agreed in writing by GVBT and Able Lead, the Consulting Services Agreement shall be automatically terminated upon the termination of any of the agreements in the Contractual Arrangements or the Majority Interest Exchange Agreement.

 

Operating Agreement

 

Pursuant to the operating agreement entered into between GVBT, Lutu International and Able Lead on May 12, 2017, GVBT agreed to provide guidance and instructions on the Lutu Group’s daily operations, financial management and employment issues. Able Lead agreed to designate candidates recommended by GVBT as their representatives on the boards of directors of each member of the Lutu Group. GVBT has the right to appoint senior executives of each member of the Lutu Group. In addition, GVBT agreed to guarantee the Lutu Group’s performance under any agreements or arrangements relating to the Lutu Group’s business arrangements with any third party. In consideration, Lutu International agrees that it will not, and will cause the Lutu Group not to, without the prior consent of GVBT, engage in any transactions that could materially affect their respective assets, liabilities, rights or operations, including but not limited to, incurrence or assumption of any indebtedness, sale or purchase of any assets or rights, incurrence of any encumbrance on any of their assets or intellectual property rights in favor of a third party or transfer of any agreements relating to their business operation to any third party. The term of this operating agreement is five (5) years from its effective date and may be extended and terminated only upon GVBT’s written confirmation prior to the expiration of this agreement.

 

Unless otherwise expressly agreed in writing by GVBT and Able Lead, the Operating Agreement shall be automatically terminated upon the termination of any of the agreements in the Contractual Arrangements or the Majority Interest Exchange Agreement.

 

 
8

Table of Contents

 

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS (CONTINUED)

 

Proxy Agreement

 

Pursuant to the proxy agreement entered into between Able Lead, Lutu International, and GVBT on May 12, 2017, Able Lead agreed to irrevocably grant a person to be designated by GVBT the right to exercise its voting rights and other rights, including the attendance of, and the voting at the shareholders’ meetings of Lutu International for and on behalf of Able Lead (or the signing of written resolutions in lieu of such meetings) in accordance with applicable laws and its articles of association, including but not limited to the appointment and voting for the directors and chairman of the board as the authorized representative of Able Lead to exercise controlling power in the Lutu Group. The proxy agreement may be terminated by joint consent of the parties or upon 7-day written notice from GVBT.

 

Changes Resulting from the Investment Transaction

The closing of the Investment Transaction occurred on May 12, 2017, resulting in a change of control of GVBT. Prior to closing of the Investment Transaction, GVBT had a total of 60,790,000 shares of common stock issued and outstanding. As a result of the closing of the Investment Transaction, GVBT now has a total of 160,790,000 shares of its common stock issued and outstanding, of which 60,790,000 shares, or approximately 37.8%, are owned by the previous existing shareholders of GVBT, with the balance of 100,000,000 shares, or approximately 62.2%, owned by the previous shareholders of Lutu International, with certain shares held in escrow pursuant to the Escrow Agreement.

 

Following the closing of the Investment Transaction, GVBT began carrying on the business of the Lutu Group. The Lutu Group, with its operation primarily located in the Shanxi Province of China, is engaged in the biotechnology industry, in particular, the production and distribution of bio-fertilizers. Revenues of the Lutu Group are currently generated from China.

 

Changes to the Board of Directors and Officers

Simultaneous with the closing of the Investment Transaction, there was a change in the officers and directors of GVBT. As authorized by the bylaws, the existing director of GVBT, Mr. Ma Wai Kin, appointed two (2) additional members to the Board of GVBT. Such members are Mr. Lam Ching Wan (also known as William Lam) and Mr. Leung Kwong Tak (also known as Dr. Michael Leung). Mr. Ma also appointed Mr. William Lam as GVBT’s Chief Executive Officer and Mr. Lo Kwok Leung as GVBT’s Chief Financial Officer. Mr. Lo Kwok Leung is not related to Dr. Michael Leung.

 

All members of the Board shall hold their respective offices for a term of one year from their respective dates of appointment, or until the election and qualification of their successors, and thereafter to resign as a director of GVBT. In accordance with the bylaws, officers are elected by the board of directors and serve at the discretion of the board of directors.

 

Accounting Treatment

The Investment Transaction was accounted for as a reverse-merger and recapitalization. For financial reporting purposes, Lutu International is the acquirer and GVBT is the acquired company. After completion of the transaction, the assets, liabilities, operations results and cash flow of GVBT that will be reflected in the historical consolidated financial statements prior to the Investment Transaction will be those of Lutu International and its subsidiaries and will be recorded at the historical cost basis of Lutu International and its subsidiaries. Number of shares deemed to be outstanding for the period from January 1, 2018 to the acquisition date will be reflected in the balance of the common stock and paid in capital. The Company changed its fiscal year ended from January 31 to December 31.

 

Tax Treatment and SEC Filer Status: Small Business Issuer

The Investment Transaction is intended to constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), or such other tax free reorganization exemptions that may be available under the Code. Immediately following the Investment Transaction, the filer status of GVBT will be a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, as promulgated by SEC.

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION

 

The accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for consolidated financial reporting.

 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation and Presentation

 

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The historical presentation of the consolidated financial statements includes the financial statements of LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED, and its wholly-owned subsidiaries (collectively referred to herein as the “Company”). All intercompany accounts, transactions, and profits have been eliminated upon consolidation.

The following table depicts the identity of the subsidiaries:

 

Name of Subsidiary

Place of
Incorporation

Attributable
Equity Interest %

Registered
Capital

Lutu International Biotechnology Limited (RTO accounting acquirer) (1)

 

Cayman Islands

 

100

 

USD100

 

Light Raise Limited (2)

BVI

100

USD 1

Hong Kong Prolific Mineral Resources Holdings Limited (3)

HKD

100

HKD 2

Shanxi Green Biotechnology Industry Company Limited (4)

PRC

100

RMB 100,000,000

Shenzhen Qianhai Lutu Supply Chain Management Company Limited (5)

PRC

100

RMB 5,000,000

_______________ 

Note:

(1)

Wholly owned subsidiary of Green Vision Biotechnology Corp.

 

(2)

Wholly owned subsidiary of Lutu International Biotechnology Limited

 

(3)

Wholly owned subsidiary of Light Raise Limited

 

(4)

Wholly owned subsidiary of Hong Kong Prolific Mineral Resources Holdings Limited

 

(5)

Wholly owned subsidiary of Shanxi Green Biotechnology Industry Company Limited

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING (CONTINUED)

 

Use of estimates

 

America 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

 

Significant estimates and judgments inherent in the preparation of these consolidated financial statements include, among other things, accounting for asset impairments, allowances for doubtful accounts, depreciation and amortization, the collection of revenues from the Agricultural Cooperative.

 

Economic and political risks

 

The Company’s operations are mainly conducted in the Hong Kong Special Administrative Region (“Hong Kong”) and the People’s Republic of China (“China”) (for the purpose of this Current Report on Form 10-Q, China does not include Hong Kong, Macau Special Administrative Region of the People's Republic of China and Taiwan (The Republic of China) and a large number of customers are located in northern China. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in Hong Kong and China, and by the general state of the economy in Hong Kong and China.

 

The Company’s operations and customers in Hong Kong and China are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments, and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in Hong Kong and China, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

 

Foreign Currency Translation

 

The Company’s financial statements are presented in the U.S. dollar ($), which is the Company’s reporting currency, while its functional currency are Chinese Renminbi (RMB) and Hong Kong Dollar (HKD). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.

 

In accordance with ASC 830, Foreign Currency Matters, the Company translated the assets and liabilities into US $ using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in shareholders’ equity as part of accumulated other comprehensive income.

 

Below is a table with foreign exchange rates used for translation:

 

For the three months and year ended, (Average Rate)

 

Mar. 31, 2019

 

 

Dec 31, 2018

 

 

Mar. 31, 2018

 

Chinese Renminbi (RMB)

 

RMB

 

 

 

6.78630

 

 

RMB

 

 

6.61633

 

 

RMB

 

 

6.35819

 

United States dollar ($)

 

 

 

 

$ 1.00000

 

 

 

 

$ 1.00000

 

 

 

 

$ 1.00000

 

  

As of (Closing Rate)

 

Mar. 31, 2019

 

 

Dec 31, 2018

 

 

Mar. 31, 2018

 

Chinese Renminbi (RMB)

 

RMB

 

 

 

6.69580

 

 

RMB

 

 

6.87755

 

 

RMB

 

 

6.28068

 

United States dollar ($)

 

 

 

 

$ 1.00000

 

 

 

 

$ 1.00000

 

 

 

 

$ 1.00000

 

  

For the three months and year ended, (Average Rate)

 

Mar. 31, 2019

 

 

Dec 31, 2018

 

 

Mar. 31, 2018

 

Hong Kong (HKD)

 

HKD

 

 

 

7.84110

 

 

HKD

 

 

7.83749

 

 

HKD

 

 

7.78750

 

United States dollar ($)

 

 

 

 

$ 1.00000

 

 

 

 

$ 1.00000

 

 

 

 

$ 1.00000

 

  

As of (Closing Rate)

 

Mar. 31, 2019

 

 

Dec 31, 2018

 

 

Mar. 31, 2018

 

Hong Kong (HKD)

 

HKD

 

 

 

7.84630

 

 

HKD

 

 

7.83170

 

 

HKD

 

 

7.84906

 

United States dollar ($)

 

 

 

 

$ 1.00000

 

 

 

 

$ 1.00000

 

 

 

 

$ 1.00000

 

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING (CONTINUED)

 

Foreign Currency Translation(continued)

 

For the three months and year ended, (Average Rate)

 

Mar. 31, 2019

 

 

Dec 31, 2018

 

Mar. 31, 2018

 

Hong Kong (HKD)

 

HKD

 

 

 

1.16270

 

 

HKD

 

 

1.18639

 

 

HKD

 

 

1.23124

 

Chinese Yuan (¥)

 

 

 

 

$ 1.00000

 

 

 

 

$ 1.00000

 

 

 

 

$ 1.00000

 

 

As of (Closing Rate)

 

Mar. 31, 2019

 

 

Dec 31, 2018

 

 

Mar. 31, 2018

 

Hong Kong (HKD)

 

HKD

 

 

 

1.16957

 

 

HKD

 

 

1.13873

 

 

HKD

 

 

1.24972

 

Chinese Yuan (¥)

 

 

 

 

$ 1.00000

 

 

 

 

$ 1.00000

 

 

 

 

$ 1.00000

 

 

Revenue Recognition

 

The Company earns revenue by selling merchandise to end using customers primarily through distribution agent and directly to customers.

 

Revenue is recognized when merchandise is purchased by and delivered to the customer and confirmed and collectability is reasonably assured. Revenue from wholesale agent is recognized after goods delivered, amount fixed or determined and collectability is reasonably assured.

 

All revenues are shown net of estimated returns during the relevant period represented by estimated allowance for sales returns based upon historical experience.

 

The Company records sales tax collected from its customers on a net basis, and therefore excludes it from revenue as defined in ASC 605, Revenue Recognition.

 

During the three months ended March 31, 2019 and 2018, the provision of sales return were $ Nil respectively.

 

Cost of Goods Sold

 

Cost of goods sold includes the cost of materials, labor, and relevant manufacturing expenses.

 

Selling Expenses

 

Selling expenses include packaging and shipping costs, as well as advertising and certain expenses associated with operating the Company’s corporate headquarters.

 

Advertising Costs

 

The Company expensed all advertising costs as incurred. Advertising expense, net of reimbursement from suppliers, amounted to $Nil and $Nil for the three months ended March 31, 2019 and 2018 respectively. Advertising expense is included in selling expense and general and administrative expenses in the accompanying consolidated statements of income.

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Leases

 

On January 1, 2019, the Company adopted Topic 842 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with its historical accounting under Topic 840.

 

The Company elected the package of practical expedients permitted under the transition guidance, which allowed it to carry forward its historical lease classification, its assessment on whether a contract was or contains a lease, and its initial direct costs for any leases that existed prior to January 1, 2019. The Company also elected to combine its lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term.

 

Upon adoption, the Company recognized ROU assets with corresponding liabilities on the consolidated balance sheets. The ROU assets include adjustments for prepayments and accrued lease payments. The adoption did not impact its beginning retained earnings, or its prior year consolidated statements of income and statements of cash flows.

 

Under Topic 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options.

 

Operating leases are included in operating lease right-of-use assets, operating lease liabilities, current and non-current operating lease liabilities, on the consolidated balance sheets.

 

The Company did not have a lease that met the criteria of a capital lease. Leases that do not qualify as a capital lease are classified as an operating lease. Operating lease rental expenses included in selling, general and administrative expenses for the three months ended March 31, 2019 and 2018 were $Nil and $5,083 respectively.

 

Accounts Receivable

 

Accounts receivable is recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An allowance for doubtful accounts is maintained for all customers based on a variety of factors, including the industry practice, the length of time the receivables are past due, significant one-time events and historical experience. The Company is selling products delivered to certain customers which are closed to Agriculture Cooperatives as defined by ASC 905 “Agriculture”. The collection cycle may be varied and depended on the growing crops cycle.

 

Management reviews and adjusts this allowance periodically based on historical experience and its evaluation of the collectability of outstanding accounts receivable. The Company evaluates the credit risk of its customers utilizing historical data and estimates of future performance. Bad debts are written off as incurred.

 

Outstanding accounts balances are reviewed individually for collectability. The Company does not charge any interest income on trade receivables. Accounts balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date, the Company has not charged off any balances as it has yet to exhaust all means of collection.

 

During the quarter ended March 31, 2019 and year ended December 31, 2018, the provision of doubtful debts were $Nil and $Nil respectively.

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Inventories

 

Inventories primarily consist of merchandise inventories and are stated at lower of cost or market and net realizable value. Cost of inventories is calculated on the weighted average basis which approximates cost.

 

Management regularly reviews inventories and records valuation reserves for damaged and defective returns, inventories with slow-moving or obsolescence exposure and inventories with carrying value that exceeds market value. Because of its product mix, the Company has not historically experienced significant occurrences of obsolescence.

 

Inventory shrinkage is accrued as a percentage of revenues based on historical inventory shrinkage trends. The Company performs physical inventory count of its stores once per quarter and cycle counts inventories at its distribution centers once per quarter throughout the year. The reserve for inventory shrinkage represents an estimate for inventory shrinkage for each store since the last physical inventory date through the reporting date.

 

These reserves are estimates, which could vary significantly, either favorably or unfavorably, from actual results if future economic conditions, consumer demand and competitive environments differ from expectations.

 

During the quarter ended March 31, 2019 and year ended December 31, 2018, the provision of inventory were $Nil and $230,372 respectively.

 

Property, Plant and Equipment

 

Property, plant and equipment are recorded at cost. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful lives, using the straight-line method with 5% scrape value as follows:

 

Buildings

20 years

Machinery & equipment

10 years

Office equipment

3 years

Motor vehicles

4 years

 

Land Use Rights

 

According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through the land use rights granted by the government. The land use rights represent cost of the rights to use the land in respect of properties located in the PRC. Land use rights are carried at cost and amortized on a straight-line basis over the period of rights of 50 years.

 

Goodwill

 

Goodwill represents the excess of purchase price over fair value of net assets acquired. Under ASC 350, Intangibles — Goodwill and Other, goodwill is not amortized but evaluated for impairment annually or whenever events or changes in circumstances indicate that the value may not be recoverable.

 

The Company performed an annual impairment test as of the fiscal year ended December 31, 2018, and a quarter review as of the period ended March 31, 2019, and determined that the impairment loss in the amount of $nil and $nil were recorded respectively.

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Long-lived Assets

 

The Company reviews long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows, usually at the store level. The carrying amount of a long-lived asset is not considered recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. If the asset is determined not to be recoverable, then it is considered to be impaired and the impairment to be recognized is the amount by which the carrying amount of the asset exceeds the fair value of the asset, determined using discounted cash flow valuation techniques, as defined in ASC 360, Property, Plant, and Equipment.

 

The Company determined the sum of the undiscounted cash flows expected to result from the use of the asset by projecting future revenue and operating expense for each store under consideration for impairment. The estimates of future cash flows involve management judgment and are based upon assumptions about expected future operating performance. The actual cash flows could differ from management’s estimates due to changes in business conditions, operating performance and economic conditions.

 

During the reporting periods, the Company performed the evaluation and there was no impairment loss.

 

Cash and Concentration of Credit Risk

 

The Company maintains cash in bank deposit accounts in Hong Kong and PRC, and considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company performs ongoing evaluations of the institution to limit its concentration risk exposure.

 

The Company’s customers are mainly located in the northeastern China. Because of this, the Company is subject to regional risks, such as the economy, regional financial conditions and unemployment, weather conditions, power outages, and other natural disasters specific to the region in which the Company operates.

 

Retirement Benefit Plans

 

Full time employees of the Company in China participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require the Company to make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Company accounts the mandated defined contribution plan under the vested benefit obligations approach based on the guidance of ASC 715, Compensation—Retirement Benefits.

 

The total amounts for such employee benefits which were expensed were $2,233 and $5,682 for the three months ended March 31, 2019 and 2018 respectively.

 

Income Taxes

 

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Segment Reporting

 

The Company operates in one industry segment, operating manufacturing and selling of organic bio-fertilizer. ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Given the economic characteristics of the similar nature of the products sold, the type of customer and the method of distribution, the Company operates as one reportable segment as defined by ASC 280, Segment Reporting.

 

Basic and diluted earnings (loss) per share

 

In accordance with ASC No. 260 “Earnings Per Share”, the basic earnings (loss) per common share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per common share is computed similarly to basic earnings (loss) per common 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.

 

 
16

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recently Issued Accounting Guidance

 

The FASB has issued Accounting Standards Update (ASU) No. 2019-01, Leases (Topic 842): Codification Improvements.

 

The new ASU aligns the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should be applied.

 

The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities.

 

Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard.

 

Credit Losses – FASB Issues Targeted Transition Relief to Institutions Applying the Credit Losses Standard

 

The FASB issued an Accounting Standards Update (ASU) that eases transition to the credit losses standard by providing the option to measure certain types of assets at fair value.

 

Issued in 2016, the credit losses standard introduced the expected credit losses method for measuring credit losses on financial assets measured at amortized cost, replacing the previous incurred loss method. It also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis.

 

Some stakeholders, including auto financing institutions that extend credit to borrowers with limited or impaired credit histories, noted that certain financial statement preparers have begun (or are planning) to elect the fair value option on newly originated or purchased financial assets that have historically been measured at amortized cost. They noted that electing the fair value option would require them to maintain dual measurement methods, fair value measurements and amortized cost basis.

 

ASU 2019-05 allows an option for preparers to irrevocably elect the fair value option, on an instrument-by-instrument basis, for eligible financial assets measured at amortized cost basis upon adoption of the credit losses standard. This increases the comparability of financial statement information provided by institutions that otherwise would have reported similar financial instruments using different measurement methodologies, potentially decreasing costs for financial statement preparers while providing more useful information to investors and other users.

 

For institutions that have not yet adopted the credit losses standard, the new ASU will be effective when they implement the credit losses standard.

 

For institutions that have already adopted the credit losses standard, the new ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted in any interim period after the issuance of the new ASU as long as an institution has adopted the credit losses standard.

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recently Issued Accounting Guidance (continued)

 

FASB Accounting Standards Updates - Accounting Standards Update No. 2019-07 —Codification Updates to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates

 

Accounting Standards Update No. 2019-07 —Codification Updates to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates

 

This Accounting Standards Update amends various SEC paragraphs pursuant to the issuance of SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization. Other miscellaneous updates to agree to the electronic Code of Federal Regulations also have been incorporated.

 

ASU No. 2019-10, Financial Instruments Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, finalizes various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), leases, and hedging standards.

 

·

The effective dates for each of the standards are now as follows:

 

 

·

CECL (ASU No. 2016-13): For public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The one-time determination of whether an entity is eligible to be a smaller reporting company should be based on an entity’s most recent determination as of November 15, 2019, in accordance with SEC regulations.

 

 

·

For all other entities, for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

 

 

·

Early application is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

 

 

·

Leases (ASU No. 2016-02): A public business entity, a not-for-profit entity that has issued or is a conduit bond obligor for securities that are traded, listed, or quoted on an exchange or an over-the-counter market, and an employee benefit plan that files or furnishes financial statements with or to the U.S. Securities and Exchange Commission, for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Earlier application is permitted.

 

 

·

All other entities for financial statements issued for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Earlier application is permitted.

 

 

·

Derivatives and Hedging (ASU No. 2017-12): For public business entities, for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.

 

 

·

For all other entities, for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021.

 

 

·

Early adoption, including adoption in an interim period, is permitted.

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recently Issued Accounting Guidance (continued)

 

FASB Issues Narrow-Scope Improvements to Credit Losses Standard. The FASB issued an Accounting Standards Update (ASU) that addresses issues raised by stakeholders during the implementation of ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

 

Among other narrow-scope improvements, the new ASU clarifies guidance around how to report expected recoveries. “Expected recoveries” describes a situation in which an organization recognizes a full or partial writeoff of the amortized cost basis of a financial asset, but then later determines that the amount written off, or a portion of that amount, will in fact be recovered. While applying the credit losses standard, stakeholders questioned whether expected recoveries were permitted on assets that had already shown credit deterioration at the time of purchase (also known as PCD assets).

 

In response to this question, the ASU permits organizations to record expected recoveries on PCD assets.

 

In addition to other narrow technical improvements, the ASU also reinforces existing guidance that prohibits organizations from recording negative allowances for available-for-sale debt securities.

 

The ASU includes effective dates and transition requirements that vary depending on whether or not an entity has already adopted ASU 2016-13.

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3. GOING CONCERN

 

As of March 31, 2019 and December 31, 2018, the Company has an accumulated deficit of $6,320,936 and $6,245,242 respectively, and its current liabilities exceed its current assets resulting in negative working capital of $9,718,626 and $9,596,914 respectively. In view of the matters described above, recoverability of a major portion of the recorded asset amounts and realization of the portion of current liabilities into revenue shown in the accompanying balance sheets are dependent upon continued operations of the Company, which in turn are dependent upon the Company’s ability to raise additional financing and to succeed in its future operations. The Company may need additional cash resources to operate during the upcoming 12 months, and the continuation of the Company may be dependent upon the continuing financial support of investors and/or stockholders of the Company. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The Company is actively pursuing (i) additional funding which would enhance capital employed; and (ii) strategic partners which would increase revenue bases or reduce operation expenses. Management believes that the above actions will allow the Company to continue its operations throughout this fiscal year.

 

NOTE 4. OTHER RECEIVABLES

 

Other receivables consisted of the following:

 

 

 

March 31,

2019

 

 

December 31,

2018

 

 

 

(unaudited)

 

 

(audited)

 

Deposits

 

$ 104,464

 

 

$ 101,900

 

Prepaid expenses

 

 

4,460

 

 

 

4,213

 

Advance to employee

 

 

15,155

 

 

 

14,255

 

 

 

 

 

 

 

 

 

 

Less: Allowance for doubtful debts

 

 

(117,137 )

 

 

(114,261 )

Total

 

$ 6,942

 

 

$ 6,107

 

 

NOTE 5. PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plant and equipment consisted of the following:

 

 

 

March 31,

2019

 

 

December 31,

2018

 

 

 

(unaudited)

 

 

(audited)

 

Buildings

 

$ 2,981,020

 

 

$ 2,907,837

 

Machinery & equipment

 

 

-

 

 

 

-

 

Office equipment

 

 

68,208

 

 

 

66,562

 

Motor vehicles

 

 

99,452

 

 

 

97,010

 

 

 

 

 

 

 

 

 

 

Total property, plant and equipment

 

 

3,148,680

 

 

 

3,071,409

 

Less: accumulated depreciation and impairment charges

 

 

(762,968 )

 

 

(708,261 )

Total property, plant and equipment, net

 

$ 2,385,712

 

 

$ 2,363,148

 

 

The depreciation expenses for the three months ended March 31, 2019 and 2018 were $36,710 and $61,167 respectively.

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 6. INTANGIBLE ASSETS

 

Intangible assets consisted of the following:

 

 

 

March 31,

2019

 

 

December 31,

2018

 

 

 

(unaudited)

 

 

(audited)

 

Land use rights

 

$ 1,199,843

 

 

$ 1,170,387

 

Software system

 

 

1,309

 

 

 

1,277

 

Less – accumulated amortization

 

 

(359,262 )

 

 

(344,590 )

Total intangible assets, net

 

$ 841,890

 

 

$ 827,074

 

 

The amortization expenses of land use rights and software systems for the three months ended March 31, 2019 and 2018 were $5,968 and $6,331 respectively.

 

Future amortization of land use rights and software systems is as follows:

 

Years ending December 31,

 

Amount

 

2019

 

$ 17,998

 

2020

 

 

23,997

 

2021

 

 

23,997

 

2022

 

 

23,997

 

2023

 

 

23,997

 

Thereafter

 

 

727,904

 

Total

 

$ 841,890

 

 

NOTE 7. INVENTORIES

 

Inventories consisted of the following:

 

 

 

March 31,

2019

 

 

December 31,

2018

 

 

 

(unaudited)

 

 

(audited)

 

Raw material

 

$ 70,694

 

 

$ 67,908

 

Goods on consignment

 

 

34,471

 

 

 

33,625

 

Finished goods

 

 

54,697

 

 

 

119,749

 

Less: Provision of inventory

 

 

(159,862 )

 

 

(221,282 )

Inventories, net

 

$ -

 

 

$ -

 

 

NOTE 8. CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

 

Sales:

 

Customer

 

As at
March 31, 2019

 

 

As at
December 31, 2018

 

A

 

$ 14,650

 

 

 

49 %

 

$ 21,404

 

 

 

21 %

B

 

 

6,673

 

 

 

22 %

 

 

19,285

 

 

 

19 %

C

 

 

6,406

 

 

 

21 %

 

 

19,016

 

 

 

19 %

D

 

 

1,483

 

 

 

5 %

 

 

15,894

 

 

 

16 %

E

 

 

622

 

 

 

2 %

 

 

10,445

 

 

 

10 %

Total

 

$ 29,834

 

 

 

99 %

 

$ 86,044

 

 

 

85 %

 

Purchases:

 

Supplier

 

As at
March 31, 2019

 

 

As at
December 31, 2018

 

AA

 

$ -

 

 

 

- %

 

$ 4,467

 

 

 

49 %

BB

 

 

-

 

 

 

- %

 

 

3,367

 

 

 

37 %

CC

 

 

-

 

 

 

- %

 

 

698

 

 

 

8 %

DD

 

 

-

 

 

 

- %

 

 

425

 

 

 

5 %

EE

 

 

-

 

 

 

- %

 

 

204

 

 

 

1 %

Total

 

$ -

 

 

 

- %

 

$ 9,161

 

 

 

98 %

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 9. OTHER PAYABLES

 

Other payables consisted of the following:

 

 

 

March 31,

2019

 

 

December 31,

2018

 

 

 

(unaudited)

 

 

(audited)

 

 

 

 

 

 

 

 

Payables to employees

 

$ 3,710

 

 

$ 1,859

 

Miscellaneous

 

 

73,343

 

 

 

35,930

 

Total other payables

 

$ 77,053

 

 

$ 37,789

 

 

NOTE 10. LOSS PER SHARE

 

The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Potentially dilutive common shares consist of convertible preferred stock (using the if-converted method) and exercisable warrants and stock options outstanding (using the treasury method). The following table sets forth the computation of basic and diluted net income per common share:

 

The following table sets forth the computation of basic and diluted net income per common share:

 

Period ended March 31,

 

March 31,

2019

 

 

March 31,

2018

 

 

 

(unaudited)

 

 

(unaudited)

 

Net loss attributable to ordinary shareholders for computing basic net loss per ordinary share

 

$ (75,694 )

 

$ (233,313 )

Weighted-average shares of common stock outstanding in computing net loss per common stock

 

 

 

 

 

 

 

 

Basic

 

 

160,790,000

 

 

 

160,790,000

 

Diluted

 

 

160,790,000

 

 

 

160,790,000

 

Basic loss per share of common stock

 

 

(0.05 )cents

 

 

(0.15 )cents

Diluted loss per share

 

 

(0.05 )cents

 

 

(0.15 )cents

 

NOTE 11. AMOUNT DUE FROM / TO RELATED PARTIES

 

The details for amount due to related parties were as follows:

 

Amount as at

 

March 31,

2019

 

 

December 31,

2018

 

 

 

(unaudited)

 

 

(audited)

 

Holmsun Capital Limited (a) (b)

 

 

5,312,408

 

 

 

5,310,386

 

 

 

$ 5,312,408

 

 

$ 5,310,386

 

________________

(a)

Common director, LEUNG Kwong Tak of operating subsidiary Lutu International Biotechnology Limited

(b)

Common shareholder, LEUNG Kwong Tak of operating subsidiary Lutu International Biotechnology Limited

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 12. INCOME TAXES

 

The Company and its subsidiaries have no operation in United States, Cayman Islands and British Virgin Islands, and are not subject to any domestic income tax. Therefore, no domestic income tax of United States, Cayman Islands and British Virgin Islands are paid in the quarter ended March 31, 2019 and year ended December 31, 2018.

 

Hong Kong Prolific Mineral Resources Holdings Limited was incorporated in Hong Kong and is subjected to Hong Kong profits tax rate of 16.5% for the three months ended March 31, 2019 and 2018. Income tax (reversal) expense amounted to $Nil for the quarter ended March 31, 2019 and year ended December 31, 2018.

 

A reconciliation of the provision for income taxes with amounts determined by applying the Hong Kong profit rate of 16.5% to income before income taxes is as follows:

 

 

 

March 31,

2019

 

 

December 31,2018

 

 

 

(unaudited)

 

 

(audited)

 

Profit (Loss) before income tax

 

$ (25,704 )

 

$ (209,849 )

Temporary Difference

 

 

-

 

 

 

-

 

Permanent Difference

 

 

-

 

 

 

-

 

Taxable loss

 

$ (25,704 )

 

$ (209,849 )

Hong Kong Profits Tax rate

 

 

16.5 %

 

16.5

%

Current tax credit

 

$ 4,241

 

 

$ 34,625

 

Less: Valuation allowance

 

 

(4,241 )

 

 

(34,625 )

 

 

$ -

 

 

$ -

 

  
No deferred tax has been provided as there are no material temporary differences arising during the quarter ended March 31, 2019 and year ended December 31, 2018.

 

Shanxi Green Biotechnology Industry Company Limited and Shenzhen Qianhai Lutu Supply Chain Management Company Limited were incorporated in the PRC and are subjected to income taxes under the current laws of the PRC. The EIT rate of PRC was 25% for the quarter ended March 31, 2019 and year ended December 31, 2018.

 

Profit (loss) before income tax of $(49,989) and $(1,152,274) for the quarter ended March 31, 2019 and year ended December 31, 2018 respectively, were attributed to operations in China. The income tax expenses consisted of the following:

 

 

 

March 31,

2019

 

 

December 31,

2018

 

 

 

(unaudited)

 

 

(audited)

 

Profit (Loss) before income tax

 

$ (49,989 )

 

$ (1,152,274 )

Temporary Difference

 

 

-

 

 

 

-

 

Permanent Difference

 

 

-

 

 

 

-

 

Taxable loss

 

$ (49,989 )

 

$ (1,152,274 )

China Enterprise Income Tax rate

 

 

25 %

 

 

25.0 %

Current tax credit

 

$ 12,497

 

 

$ 288,069

 

Less: Valuation allowance

 

 

(12,497 )

 

 

(288,069 )

 

 

$

 -

 

 

$

 -

 

 

No deferred tax has been provided as there are no material temporary differences arising during the quarter ended March 31, 2019 and year ended December 31, 2018.

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 13. SEGMENT INFORMATION

 

FASB Accounting Standard Codification Topic 280 (ASC 280) “Segment Reporting” establishes standards for reporting information about operating segments in financial statements. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.

 

In the quarter ended March 31, 2019 and year ended December 31, 2018, the Company is regarded as a single operating segment, being engaged in the manufacturing of bio-fertilizer. This principal activity and geographical market are substantially based in China, accordingly, no operating or geographical segment information are presented.

 

NOTE 14. COMPREHENSIVE INCOME

 

Total comprehensive income includes, in addition to net income, changes in equity that are excluded from the consolidated statements of income and are recorded directly into a separate section of shareholders’ equity on the consolidated balance sheets. Comprehensive income and its components consist of the following:

 

Period and Year Ended

 

March 31,

2019

 

 

December 31,

2018

 

 

 

(unaudited)

 

 

(audited)

 

Net loss

 

$ (75,694 )

 

$ (1,362,122 )

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(8,596 )

 

 

49,096

 

Comprehensive loss

 

$ (84,290 )

 

$ (1,313,026 )

 

NOTE 15. COMMITMENTS AND CONTINGENCIES

 

Operating Leases

 

Certain of our real properties are operated under lease agreements. Rental expense under operating leases was as follows:

 

 

 

March 31,

2019

 

 

December 31,

2018

 

 

 

(unaudited)

 

 

(audited)

 

Rent expense

 

$ -

 

 

$ 15,382

 

 

 

 

 

 

 

 

 

 

Total rent expense, net

 

$ -

 

 

$ 15,382

 

 

Annual minimum payments under operating leases are as follows:

 

Years Ended December 31,

 

Minimum Lease

Payment

 

 

 

 

 

2019

 

 

-

 

2020

 

 

-

 

Total

 

$ -

 

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 16. RELATED PARTY TRANSACTIONS

 

The Board must approve all related party transactions. All material related party transactions will be made or entered into on terms that are no less favorable to the Company than can be obtained from unaffiliated third parties.

 

The following table listed the transaction with related party for the quarter ended March 31, 2019 and 2018:

 

 

 

March 31,

2019

 

 

March 31,

2018

 

Consultancy fee paid to KM International Property Consultants Limited

 

$ -

 

 

$ 12,649

 

 

 

 

 

 

 

 

 

 

Consultancy fee, net

 

$ -

 

 

$ 12,649

 

 

Mr. Ma Wai Kin, Chief Operation Officer and Director of the Company, has a 100% ownership interest in KM International Property Consultants Limited (“KM”). The main transaction between the Company and KM is the consulting service regarding the marketing activities of GVBT provided by KM.

 

NOTE 17. LEGAL PROCEEDINGS

 

Civil case with Mr. Yao Gui Mu

 

Yao Gui Mu (“the Plaintiff”), former operation manager of the subsidiary in Shanxi, Shanxi Green Biotechnology Industry Company Limited (“the Shanxi Subsidiary”), brought a lawsuit against the Shanxi Subsidiary, in the District People’s Court of Jin Zhong City, Yu Ci District. The subject dispute of the lawsuit concerns an unsettled current account balance of $141,550 (RMB900,000) which was claimed to be a loan advanced to the Company by the Plaintiff. Together with the subject dispute, the Plaintiff also claimed the relevant interest was RMB513,100 calculated from November 6, 2012 to August 15, 2017 with 1% monthly interest rate. The Company’s PRC lawyer had submitted a Statement of Defense on November 23, 2017 to The District People’s Court of Yuci District, Jin Zhong City (“the Court”). A court hearing was held on December 5, 2017. Upon the request by the Court, Shanxi Subsidiary provided supplemental evidence to the Court on 16 January 2018. The second hearing was held on September 19, 2018.

 

The District People’s Court of Jin Zhong City, Yu Ci District released the civil judgement decision (2017) 晋0702 民初3879号, that there were not sufficient evidence provided by the Plaintiff for the dispute, and the Court did not support for the claim of loan and related interest against the Shanxi Subsidiary. The judgement decision dated on August 31, 2018.

 

Yao Gui Mu (“the Appealer”) appeal for the decision to the Intermediate People’s Court of Shanxi Province, Jin Zhong City. On May 10, 2019, the Intermediate People’s Court of Shanxi Province, Jin Zhong City released civil judgement decision (2019) 晋07民終355号, that due to the fact that there was a second hearing held on September 19, 2018 after the judgement decision made on August 31, 2018, which was a severe disorder of procedures. Therefore, the civil judgement decision (2017) 晋0702 民初3879号 was revoked and the case was put to re-trial, which was subsequently carried out on October 16, 2019.

 

On December 16, 2019, the Court released the civil judgement decision (2019) 晋0702 民初3543号之一, that the related dispute loan was being a criminal case under police investigation. Before the police formed a decision, the Court could not confirm that the civil case was under the district court’s judgement jurisdiction. Therefore, the lawsuit against the Shanxi Subsidiary was rejected.

 

For the relevant interest of RMB513,100 claimed by the Plaintiff, there is no evidence showing that it is more likely than not that the Company will be liable for the said interest. Hence, no provision was made as at March 31, 2019.

 

Criminal investigation regarding a potential fraud with one of its former customers

 

Management of the Company suspects that there was a potential fraud committed in the sales made to one of its previous customers. Management reported to the local police of Yuci District, Jinzhong City, Shanxi Province, China about the said potential fraud. The Bureau of Public Security of Yuci District officially undertook the case and initiated investigation procedures on 11 September 2017. Management has been informed that the case is currently under criminal investigation by relevant authorities.

 

Criminal investigation against one of GVBT’s former employee

 

Management of the Company suspects that one of its former senior staff may have committed the offence of “unlawfully taking possession of company property through taking advantage of his position” under his employment with the Company. Management reported to the local police of Yuci District, Jinzhong City, Shanxi Province, China about the said potential fraud on 10 October, 2017. The Bureau of Public Security of Yuci District officially undertook its case and initiated investigation procedures on 28 January 2018. Management has been informed that the case is currently under criminal investigation by relevant authorities in China.

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 18. COMMON STOCK

 

On July 30, 2019, the Company cancelled 89,000,000 shares of common stock, par value $.001 per share, and re-issued them to Able Lead Holdings Limited. The issuance was done pursuant to Section 4(a)(2) of the Securities Act of 1933. as it was a non-public offering. On May 12, 2017, the Company had placed the 89,000,000 shares into escrow with Booth Udall Fuller PLC, pending repayment of a loan and discharge of shares of Lutu International by Able Lead Holdings Limited. Full repayment of such was made on February 27, 2019. Therefore, the 89,000,000 shares were returned from escrow and cancelled. Then they were re-issued to Able Lead Holdings Limited.

 

NOTE 19. SUBSEQUENT EVENT

 

On September 26, 2019, the Company has resolved to discontinue the operation of the subsidiary company, Shenzhen Qianhai Lutu Supply Chain Management Company Limited. According to the PRC Company Law and related regulation required, a de-registration committee has been properly formed and the de-registration procedures are undergoing accordingly. On November 11, 2019, the Shenzhen taxation bureau has released the taxation completion certificate, and on December 11, 2019, the Shenzhen market supervision administration has released the notice that the de-registration of Shenzhen Qianhai Lutu Supply Chain Management Company Limited is in process. On April 7, 2020, the Company received notice that the de-registration of Shenzhen Qianhai Lutu Supply Chain Management Company Limited had been completed.

 

Other than as described on Note 17, Note 18 and above, management has evaluated all activities and concluded that there was no other subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements.

 

All subsequent events are being disclosed in the Company’s periodic reports that are currently in preparation for filing. Such events shall be described in detail therein.

 

FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements". These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

 
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

GENERAL

 

Green Vision Biotechnology Corp. (the “Company”), formerly known as Vibe Wireless Corp., also formerly known as Any Translation Corp., was incorporated under the laws of the State of Nevada on July 5, 2012. We were founded to be in the business of translation and interpretation. The Company undertook translation and interpretation projects for various fields from business, economics, to science issues. The Company later adopted a business plan to pursue business opportunities in the global telecommunications industry.

 

On September 2, 2015, a change in control of the Company took place by virtue of the Company's largest shareholder and sole officer and director at that time, selling 4,000,000 shares of the Company's common stock to Forestbay Capital Partners II, LLC, a Delaware limited liability company. Such shares represented 65.8% of the Company's total issued and outstanding shares of common stock. As part of the sale of the shares, Forestbay Capital Partners arranged with the former officer and director, prior to his resignation as the sole officer and director of the Company Board, to appoint Mr. Edward Mooney as the sole officer and director of the Company. Mr. Mooney is the Manager of Forestbay Capital Partners II, LLC.

 

On November 12, 2015, we changed our name to Vibe Wireless Corp in connection with merging with our wholly-owned subsidiary. This name change and our ticker symbol change was acknowledged by FINRA and effected in the market on November 23, 2015.

 

The Company was originally incorporated under the laws of the State of Nevada on July 5, 2012 as Any Translation Corp.

 

On September 30, 2016, the Company filed a Certificate of Amendment with the Nevada Secretary of State (the “Nevada SOS”) whereby it amended its Articles of Incorporation to increase the Company’s authorized number of shares of common stock from 75 million to 750 million and forward split all of its issued and outstanding shares of common stock at a ratio of ten (10) shares for every one (1) share held. The Company’s Board of Directors approved this amendment on September 30, 2016.

 

On September 30, 2016, the Company filed Articles of Merger with the Nevada SOS whereby it entered into a statutory merger with its wholly-owned subsidiary, Green Vision Biotechnology Corp. pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company is the surviving entity and changed its name to “Green Vision Biotechnology Corp.”

 

On September 30, 2016, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting that the aforementioned forward split and name change be effected in the market. The Company also requested that its ticker symbol be changed to “GVBT”. This name change and our ticker symbol change was acknowledged by FINRA and effected in the market on November 27, 2016.

 

As disclosed in our Current Report on Form 8-K dated May 12, 2017 there was a change in our management. Effective May 3, 2017, the Company accepted the resignation of Edward P. Mooney as the sole officer of the Company and as the sole member of the Company’s board of directors. Simultaneously, Mr. Ma Wai Kin, was elected as the Company’s President, Secretary, Treasurer and a member of the Board of Directors.

 

 
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Results of Operations

 

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue our operation.

 

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

Result of Operations for the Three months ended March 31, 2019 and 2018

 

Revenue was $29,834 for the three months ended March 31, 2019 (“Q1”), decreased by $23,083, or 43.6% from $52,917 for the three months ended March 31, 2018 (“Comparable Quarter”). The decrease in revenue during the Q1 as compared to the Comparable Quarter was due to the restrictions on our production capacity as a result of the enforcement on new environmental regulations over industrial production by coal-fired boilers by local authorities in Shanxi. In this quarter, our company has conducted various field trials in Guangxi, Heilongjiang, and Yunnan in order to promote our products.

 

Cost of sales was decreased by $8,245, or 22.1% from $37,255 in the Comparable Quarter to $29,010 in Q1. The decrease was due to the decrease in production corresponding to the decrease in the sales revenue. In terms of percentage of revenue, cost of sales was 97.2% in Q1 as compared to 70.4% in the Comparable Quarter. The decrease in cost of sales with the increase in percentage to revenue, was due to the significant decrease in the production level which worsen the mass of production effect.

 

Gross profit was decreased by $14,838, or 94.7% from $15,662 in the Comparable Quarter to $824 in Q1. The decrease reflected the correlation in reduction of revenue. In terms of percentage of revenue, the gross profit percentage was decreased to 2.8% for Q1 as compared to 29.6% for the Comparable Quarter. The decrease was primarily due to the significant drop in the sales revenue with resulted to the decrease in the production level.

 

Selling expenses were decreased by $3,851 or 98.8% from $3,898 for the Comparable Quarter to $47 in Q1. In terms of percentage of revenue, the rates were 0.2% in Q1 compared to 7.4% in the Comparable Quarter. The decrease is primarily due to the decrease of testing expenses and shipping and transportation expenses which were correlated to the decrease in sales.

 

General and administrative expenses were decreased by $144,405, or 59.3% from $243,371 for the Comparable Quarter to $98,966 for Q1. The decrease is primarily due to the salary and consultation fee in Q1.

 

The following is a summary of general and administrative expenses for the three months ended March 31, 2019, and 2018.

 

 

 

March 31,

2019

 

 

March 31,

2018

 

 

 

 

 

 

Unaudited

 

 

Unaudited

 

 

Difference

 

Consulting fees

 

$ 15,608

 

 

$ 58,585

 

 

$ (42,977 )

Salary and payroll expenses

 

 

15,507

 

 

 

54,832

 

 

 

(39,325 )

Professional fees

 

 

7,408

 

 

 

7,909

 

 

 

(501 )

Travel and entertainment

 

 

9,331

 

 

 

20,735

 

 

 

(11,404 )

Research and Development

 

 

-

 

 

 

786

 

 

 

(786 )

Provision for doubtful debts

 

 

-

 

 

 

-

 

 

 

-

 

Depreciation and amortization

 

 

42,678

 

 

 

55,428

 

 

 

(12,750 )

Other

 

 

8,434

 

 

 

45,096

 

 

 

(36,662 )

 

 

$ 98,966

 

 

$ 243,371

 

 

$ (144,405 )

 

Consulting fees were decreased by $42,977, or 73.4%, from $58,585 in Comparable Quarter to $15,608 in Q1, owing to the engagement of less external consultants to improve the Company’s operating activities in the Comparable Quarter.

 

 
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Our salary and payroll expenses were decreased by $39,325, or 71.7%, to $15,507 in Q1, as compared to $54,832 in the Comparable Quarter. We anticipate that salary and payroll expenses will rise in future periods as it becomes necessary to increase our staff in order to enhance our management quality for the listing requirement and to increase our production activities.

 

Professional fees were decreased by $501, from $7,909 in Comparable Quarter to $7,408 in Q1. The decrease of professional fees was due to the engagement of less independent professionals such as international lawyers and accountants.

 

Travel and entertainment expenses were decreased by $11,404, or 55.0%, from $20,735 in Comparable Quarter to $9,331 in Q1. The decrease of travel and entertainment expenses was due to the reduction of project-based travelling activities.

 

Research and Development expenses were decreased to $Nil in Q1 from $786 in Comparable Quarter.

 

Depreciation and amortization expenses were decreased by $12,750, or 23.0%, from $55,428 in Comparable Quarter to $42,678 in Q1.

 

Other expenses include items such as office expenses, software related costs, telephone and a variety of other miscellaneous expenses. None of these expenses alone changed significantly except transportation fee, as the difference was $36,662, or 81.3% decrease from $45,096 in Comparable Quarter to $8,434 in Q1.

 

We anticipate that we will incur higher general and administrative expenses as a public company. We expect that our professional fees, cost of transfer agent, investor relations costs and other stock related costs will increase.

 

We also anticipate that selling, general and administrative expenses will concurrently increase with our increased activity in the future but will not increase in the same proportion to that of revenue.

 

Our loss from operations was decreased by $133,418 or 57.6%, to negative $98,189 in Q1, from $231,607 in Comparable Quarter.

 

Non-operating income (expenses) was increased by $24,201, or 1419%, to income of $22,495 in Q1, from expenses of negative $1,706 in Comparable Quarter, of which mainly due to the increase of other income increase $28,135 from $124 in Comparable Quarter to $28,259 in Q1.

 

The net loss attributed to the Company was reduced by $157,619, or 67.6% to negative $75,694 in Q1, as compared to negative $233,313 in Comparable Quarter.

 

Liquidity and Capital Resources

 

The Company’s liquidity and capital is dependent on whether the Company is capable of generating its revenues and increasing its capital for the development and expansion of its business.

 

Management plans to support the Company’s operation and its business strategy by raising funds through public and private offerings and relying on officers and directors to perform essential management functions with minimal compensation. If we do not raise all of the money we need from a public offering, we will have to find alternative sources, such as a private placement of securities, or loans from our officers, directors or others. The loans are likely to be unsecured, non-interest bearing and repayable at demand.

 

Moreover, management has actively taken steps to revise its operating and financial needs. Management believes that the Company’s current and available capital resources will allow it to continue its operations throughout this fiscal year.

 

 
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Working capital

 

At March 31, 2019, we had a working capital deficit of $9,718,626, as compared to a working capital deficit of $9,596,914 at December 31, 2018. Of the working capital deficit at March 31, 2019, $9,454,171 was amount due to related parties and shareholder. Excluding the amounts due to related parties and shareholder, we would have had a negative working capital of $264,455 at March 31, 2019. As comparison, the working capital deficit at December 31, 2018, $9,361,322 was amount due to related parties and holding company. Excluding the amounts due to related parties and holding company, we would have had a negative working capital of $235,592 at December 31, 2018. The amounts due to related parties and shareholder are unsecured, interest free and repayable on demand.

 

Operating activities

 

During the three months ended March 31, 2019, operating activities used cash of $4,550, and for the comparable three months ended March 31, 2018, operating activities used cash in operations of $122,676. The use of cash in operating activities for the three months ended March 31, 2019 was mainly derived from a net loss of $75,694 with a non-cash item of $42,678 ($36,710 plus $5,968) in depreciation and amortization and negative $66,640 in inventory provision reversal ; moreover, there was an increase in cash of $66,640 in inventories; an increase in cash of $38,113 in other payable and an increase in cash of $21,813 in accrued expenses, which were offset by a decrease in cash of $1,883 in accounts receivable; a decrease in cash of 2,402 in accounts payable; a decrease in cash of $25,084 in accrued payroll and a decrease in cash of $2,509 in amount due to related parties. As comparison, the use of cash in operating activities for the comparable three months ended March 31, 2018 was mainly derived from a net loss of $ $233,313 with a non-cash item of $67,498 ($61,167 plus $6,331) in depreciation and amortization; moreover, there was an increase in cash of $10,230 in inventories; an increase in cash of $13,843 in other receivables; an increase in cash of $26,664 in other payable and an increase in cash of $55,215 in amount due to related parties, which were offset by a decrease in cash of $33,882 in accounts receivable; a decrease in cash of 10,613 in tax payables; and a decrease in cash of $34,942 in accrued expenses.

 

Investing Activities

 

During the three months ended March 31, 2019, investing activities used $Nil of cash; and for comparable three months ended March 31, 2018, investing activities used $2,112 of cash.

 

Financing Activities:

 

During the three months ended March 31, 2019, financing activities provided cash of $8,730; and for comparable three months ended March 31, 2018, financing activities provided cash of $104,692. The change of cash provided by financing activities was derived from the changes in the amounts due to our shareholder.

 

As at March 31, 2019, net cash and cash equivalents balance was $13,447 as compared to balance $9,114 as at December 31, 2018.

 

As of March 31, 2019, stockholder’s equity was negative $6,489,388, compared to a negative equity of $6,405,098 at December 31, 2018.

 

The source of fund for supporting the Company’s business operation was loans from directors and shareholders. In the event the directors and shareholders do not continue to support the Company’s business operation, the Company could be short of funds and may not be able to operate any longer. The amounts due to related parties and director are interest-free loans. These loans are unsecured and have no fixed repayment terms.

 

Plan of Operation and Funding

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds, loans from third parties, other debt facilities, or further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a growing business; and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to the shareholdings of our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

 

 
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Since 2017, local government of Jinzhong City, Shanxi Province, China (where Shanxi Lutu and our production plant is located) has promulgated a new set of environmental regulations restricting the use of coal-fired boilers in factories. Since coal-powered generators were used in our production plant, our production activities in 2019 were restricted to a certain extent.

 

We cannot ensure that we can comply with the new environmental regulations in time. If that is the case, our production and our production capacity may be reduced as a result. This will affect our ability to generate income and to meet the demand of our customers, which in turn could have a material adverse effect on our financial condition and results of operations.

 

Due to the enforcement on new environmental regulations over industrial production by coal-fired boilers by local authorities in Shanxi, the Company’s production was restricted to a certain extent in 2017. In order to fully comply with the new environmental regulations in place, management of the Company had planned to carry our rectification work and expected that the rectification work could be completed by mid of 2018 and full-scale production might resume in the second half of 2018. However, due to the shortage of funding to carry out the rectification work on our coal-powered generators, our production activities were restricted since second quarter in 2018. Our production and our production capacity was reduced as a result, significantly affected our ability to generate income and to meet the demand of our customers, which in turn had a material adverse effect on our financial condition and results of operations. The management had decided to maintain our business by way of sub-contracting or assignment of the production. Furthermore, the management had further researched for other business opportunity to utilize the reduced capacity of the property and equipment, in order to make better the worsened revenue.

 

Off-Balance Sheet Arrangements

 

As of the date of this Quarterly Report, we do not have any 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 investors.

 

Going Concern

 

The independent auditors' report accompanying our December 31, 2018 audited financial statements filed in Form 10-K on May 15, 2020 contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

ITEM 3: QUANTITATIVE AND QUALITAIVE DISCLOSURE ABOUT MARKET RISK

 

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

 

ITEM 4. CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted by an officer under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three months period ended March 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

  

 
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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Civil case with Mr. Yao Gui Mu

 

Yao Gui Mu (“the Plaintiff”), former operation manager of the subsidiary in Shanxi, Shanxi Green Biotechnology Industry Company Limited (“the Shanxi Subsidiary”), brought a lawsuit against the Shanxi Subsidiary, in the District People’s Court of Jin Zhong City, Yu Ci District. The subject dispute of the lawsuit concerns an unsettled current account balance of $141,550 (RMB900,000) which was claimed to be a loan advanced to the Company by the Plaintiff. Together with the subject dispute, the Plaintiff also claimed the relevant interest was RMB513,100 calculated from November 6, 2012 to August 15, 2017 with 1% monthly interest rate. The Company’s PRC lawyer had submitted a Statement of Defense on November 23, 2017 to The District People’s Court of Yuci District, Jin Zhong City (“the Court”). A court hearing was held on December 5, 2017. Upon the request by the Court, Shanxi Subsidiary provided supplemental evidence to the Court on 16 January 2018. The second hearing was held on September 19, 2018.

 

The District People’s Court of Jin Zhong City, Yu Ci District released the civil judgement decision (2017) 晋0702 民初3879号, that there were not sufficient evidence provided by the Plaintiff for the dispute, and the Court did not support for the claim of loan and related interest against the Shanxi Subsidiary. The judgement decision dated on August 31, 2018.

 

Yao Gui Mu (“the Appealer”) appeal for the decision to the Intermediate People’s Court of Shanxi Province, Jin Zhong City. On May 10, 2019, the Intermediate People’s Court of Shanxi Province, Jin Zhong City released civil judgement decision (2019) 晋07民終355号, that due to the fact that there was a second hearing held on September 19, 2018 after the judgement decision made on August 31, 2018, which was a severe disorder of procedures. Therefore, the civil judgement decision (2017) 晋0702 民初3879号 was revoked and the case was put to re-trial, which was subsequently carried out on October 16, 2019.

 

On December 16, 2019, the Court released the civil judgement decision (2019) 晋0702 民初3543号之一, that the related dispute loan was being a criminal case under police investigation. Before the police formed a decision, the Court could not confirm that the civil case was under the district court’s judgement jurisdiction. Therefore, the lawsuit against the Shanxi Subsidiary was rejected.

 

For the relevant interest of RMB513,100 claimed by the Plaintiff, there is no evidence showing that it is more likely than not that the Company will be liable for the said interest. Hence, no provision was made as at March 31, 2019.

 

Criminal investigation regarding a potential fraud with one of its former customers

 

Management of the Company suspects that there was a potential fraud committed in the sales made to one of its previous customers. Management reported to the local police of Yuci District, Jinzhong City, Shanxi Province, China about the said potential fraud. The Bureau of Public Security of Yuci District officially undertook the case and initiated investigation procedures on 11 September 2017. Management has been informed that the case is currently still under criminal investigation by relevant authorities.

 

Criminal investigation against one of GVBT’s former employee

 

Management of the Company suspects that one of its former senior staff may have committed the offence of “unlawfully taking possession of company property through taking advantage of his position” under his employment with the Company. Management reported to the local police of Yuci District, Jinzhong City, Shanxi Province, China about the said potential fraud on 10 October, 2017. The Bureau of Public Security of Yuci District officially undertook its case and initiated investigation procedures on 28 January 2018. Management has been informed that the case is currently still under criminal investigation by relevant authorities in China.

 

Besides the disclosure stated above, management is not aware of any other legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

 
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ITEM 1A. RISK FACTORS

 

Not applicable to a smaller reporting company.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

No report required.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No report required.

 

ITEM 4. MINE SAFETY DISCLOUSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

No report required.

 

 
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ITEM 6. EXHIBITS

 

Exhibits

 

Exhibit No.

 

Description

 

31.1

 

Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2

 

Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1

 

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 
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SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

  GREEN VISION BIOTECHNOLOGY CORP.
       
Date: May 28, 2020 By: /s/ William Ching Wan Lam

 

 

William Ching Wan Lam  
    Chief Executive Officer  
       

Date: May 28, 2020

By:

/s/ Kwok Leung Lo

 

 

 

Kwok Leung Lo

 

 

 

Chief Financial Officer

 

 

 
35