Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
_______________________
FORM 10-Q
_______________________
(Mark
One)
☒ Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the
quarterly period ended March 31, 2021
or
☐ Transition Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the
transition period from___________ to ____________
Commission
file number 000-52622
GREEN PLANET BIOENGINEERING CO., LTD.
(Exact
Name of Registrant as Specified in its charter)
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Delaware
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37-1532842
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(State or other
jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification
No.)
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20807
Biscayne Blvd., Suite 203, Aventura,
Florida
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33180
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(Address of
principal executive offices)
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(Zip
Code)
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(786) 279-2900
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, 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 ☐ No ☐
Indicate
by checkmark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
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Smaller
reporting company
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☒
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(Do not
check if a smaller 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 ☐
The
number of shares of common stock outstanding as of May 7, 2021 was
20,006,402
TABLE OF CONTENTS
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INTERIM FINANCIAL STATEMENTS
The
unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles in the
United States for interim financial information and with the
instructions under Regulation S-X of the Securities and Exchange
Commission (“SEC”) Form 10-Q. Accordingly, they do not
include all the information and footnotes required by generally
accepted accounting principles for complete financial statements.
Therefore, these financial statements should be read in conjunction
with the Company’s audited financial statements and notes
thereto for the year ended December 31, 2020.
The
financial statements included herein are unaudited; however, they
contain all normal recurring accruals and adjustments that, in the
opinion of management, are necessary to present fairly the
Company’s financial position as of the period reporting date,
and the results of its operations and cash flows for the fiscal
period end. The results of operations for the fiscal period end are
not necessarily indicative of the results to be expected for future
quarters or the full fiscal year.
FORWARD-LOOKING
STATEMENTS
This
Quarterly Report on Form 10-Q contains forward-looking statements.
These statements involve risks and uncertainties, including, among
other things, statements regarding our business strategy, future
revenues and anticipated costs and expenses. Such forward-looking
statements include, among others, those statements including the
words “expects,” “anticipates,”
“intends,” “believes,” “may,”
“will,” “should,” “could,”
“plans,” “estimates,” and similar language
or negative of such terms. Our actual results may differ
significantly from those projected in the forward-looking
statements. Factors that might cause or contribute to such
differences include, but are not limited to, those discussed in
Item 2 “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.” You are
cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date of this report.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we do not know whether
we can achieve positive future results, levels of activity,
performance, or goals. Actual events or results may differ
materially. We undertake no obligation to publicly release any
revisions to the forward-looking statements or reflect events or
circumstances taking place after the date of this
document.
3
PART I
FINANCIAL
INFORMATION
ITEM 1.
FINANCIAL
STATEMENTS
Green
Planet Bioengineering Co., Ltd.
Condensed Balance Sheets
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March
31,
2021
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December
31,
2020
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(unaudited)
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ASSETS
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Current
assets
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Cash and cash
equivalents
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$-
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$-
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TOTAL CURRENT ASSETS
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$-
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$-
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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LIABILITIES
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Current
liabilities
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Accounts
payable
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$8,972
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$-
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Amount due to
a related party
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316,458
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316,458
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TOTAL CURRENT LIABILITIES
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325,430
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316,458
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Commitments and Contingencies
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-
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-
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STOCKHOLDERS’ (DEFICIT)
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Preferred
stock: par value of $0.001 per share
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Authorized:
10,000,000 shares at March 31, 2021 and December 31,
2020
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Issued and
outstanding: 0 shares at March 31, 2021 and December 31,
2020
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-
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-
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Common stock:
par value of $0.001 per share
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Authorized:
250,000,000 shares at March 31, 2021 and December 31,
2020
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Issued and
outstanding: 20,006,402 shares at March 31, 2021
and
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December 31,
2020
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20,006
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20,006
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Additional
paid-in-capital
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609,614
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609,614
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Accumulated (deficit)
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(955,050)
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(946,078)
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TOTAL STOCKOLDERS’ (DEFICIT)
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(325,430)
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(316,458)
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TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
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$-
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$-
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See
Notes to the Unaudited Condensed Financial Statements
4
Green
Planet Bioengineering Co., Ltd.
Condensed Statements of Operations
(Unaudited)
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Three Months
Ended March 31,
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2021
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2020
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Administrative
expenses
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$(8,792)
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$(14,340)
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Loss before
income taxes
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(8,792)
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(14,340)
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Provision for
income taxes
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-
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-
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Net
loss
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$ (8,792)
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$(14,340)
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Loss per
share
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-Basic and
diluted
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$(0)*
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$(0)*
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Weighted
average number of shares outstanding
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-Basic and
diluted
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20,006,402
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20,006,402
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*Less
than $.01, per share
See
Notes to the Unaudited Condensed Financial Statements
5
Green
Planet Bioengineering Co., Ltd
Condensed Statements of Changes in
Stockholders’ Deficit
For
the Three Months Ended March 31, 2021 and 2020
(Unaudited)
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Preferred Stock
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Common stock
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Number of shares
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Amount
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Number of shares
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Amount
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Additional paid-in capital
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Accumulated deficit
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Total
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Balance,
December 31, 2019
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-
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$-
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20,006,402
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$20,006
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$609,614
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$(912,479)
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$(282,859)
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Net
loss
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-
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-
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-
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-
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-
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(14,340)
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(14,340)
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Balance March
31, 2020 (Unaudited)
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-
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$-
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20,006,402
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$20,006
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$609,614
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$(926,819)
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$(297,199)
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Balance,
December 31, 2020
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-
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$-
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20,006,402
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$20,006
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$609,614
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$(946,078)
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$(316,458)
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Net
Loss
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-
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-
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-
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-
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-
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(8,972)
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(8,972)
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Balance, March
31, 2021 (Unaudited)
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-
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$-
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20,006,402
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$20,006
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$609,614
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$(955,050)
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$(325,430)
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See
Notes to the Unaudited Condensed Financial
Statements
6
Green
Planet Bioengineering Co., Ltd.
Condensed Statements of Cash Flows
(Unaudited)
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Three
months ended March 31,
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2021
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2020
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Cash
flows from operating activities
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Net
loss
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Changes in operating
assets and liabilities:
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$(8,972)
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$(14,340)
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Accounts
payable
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8,972
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(214)
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Net cash flows used by
operating activities
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-
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(14,554)
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Cash
flows from investing activities
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-
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-
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Cash
flows from financing activities
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Amount due to a related
company
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-
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14,554
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Cash flows from
financing activities
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-
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14,554
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Net change in cash and
cash equivalents
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-
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-
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Cash and cash
equivalents – beginning of period
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-
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-
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Cash and cash
equivalents – end of period
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$-
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$-
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Supplemental
disclosures for cash flow information:
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Cash paid for
interest
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$-
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$-
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Cash paid for income
taxes
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$-
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$-
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See
Notes to the Unaudited Condensed Financial Statements
7
Green
Planet Bioengineering Co., Ltd
Notes to the Condensed Financial
Statements
(Unaudited)
1.
General Information
Mondo
Acquisition II, Inc. was incorporated in the State of Delaware on
October 30, 2006 and the name was changed to Green Planet
Bioengineering Co., Ltd. (“Company”) on October 2,
2008. In October 2008, the Company acquired Elevated Throne
Overseas Ltd, incorporated in British Virgin Islands, and its
subsidiaries which was subsequently divested to One Bio, Corp
(“ONE”) on April 14, 2010.
In
March 2012, Global Fund Holdings Corp. (“Global Funds”)
an Ontario, Canada Corporation became
a majority stockholder of the Company.
The
Company operates as a public reorganized shell corporation with the
purpose to acquire or merge with an existing business operation.
The Company's activities are subject to significant risks and
uncertainties, as their ability to implement and execute future
business plans and generate sufficient business revenue is directly
influenced by their ability to secure adequate financing or find
profitable business opportunities.
2.
Summary of significant accounting policies
Basis of Presentation
The
accompanying unaudited condensed financial statements have been
prepared in accordance with United States generally accepted
accounting principles for interim financial information and with
the instructions to Form 10- Q of Regulation S-K. They may not
include all information and footnotes required by United States
generally accepted accounting principles for complete financial
statements. However, except as disclosed herein, there have been no
material changes in the information disclosed in the notes to the
financial statements for the year ended December 31, 2020 included
in the Company’s Annual Report on Form 10-K filed with the
United States Securities and Exchange Commission. The unaudited
condensed financial statements should be read in conjunction with
those financial statements included in the Form 10-K. In the
opinion of management, all adjustments considered necessary for a
fair presentation, consisting solely of normal and recurring
adjustments have been made. Operating results for the three months
ended March 31, 2021 are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31,
2021.
Use of Estimates
The
preparation of financial statements in accordance with U.S. GAAP
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenue and
expenses for the years reported. Actual results could differ from
those estimates. Significant items that require estimates were
accruals of liabilities.
Cash and cash equivalents
Cash
and cash equivalents include all cash, deposits in banks and other
highly liquid investments with initial maturities of three months
or less to be cash equivalents. Balances of cash and cash
equivalents in financial institutions may at times exceed the
government-insured limits.
Loss per share
Earnings
per share is reported in accordance with FASB ASC Topic 260
“Earnings per
Share” which requires dual presentation of basic
earnings per share (“EPS”) and diluted EPS on the face
of all statements of earnings, for all entities with complex
capital structures. Diluted EPS reflects the potential dilution
that could occur from common shares issuable through the exercise
or conversion of stock options, restricted stock awards, warrants
and convertible securities. In certain circumstances, the
conversion of these options, warrants and convertible securities
are excluded from diluted EPS if the effect of such inclusion would
be anti-dilutive. Fully diluted EPS is not provided, when the
effect is anti-dilutive. When the effect of dilution on loss per
share is anti-dilutive, diluted loss per share equals the loss per
share. As
of March 31, 2021 and 2020, the Company does not have any common
share equivalents outstanding.
Fair Value Measurements
FASB
ASC Topic 820, “Fair Value
Measurements and Disclosures” defines fair value,
establishes a framework for measuring fair value in accordance with
U.S. GAAP, and expands disclosures about fair value measurements.
Investment measured and reported at fair value are classified and
disclosed in one of the following hierarchy:
8
2. Summary of Significant Accounting Policies –
continued
Level 1
- Quoted prices are available in active markets for identical
investments as of the period reporting date
Level 2
- Pricing inputs are other than quoted prices in active markets,
which are either directly or indirectly observable as of the
reporting date, and fair value is determined through the use of
models or other valuation methodologies.
Level 3
- Pricing inputs are unobservable for the investment and included
situations where there is little, if any, market activity for the
investment. The inputs into the determination of fair value require
significant management judgment or estimation.
Recent Changes in Accounting Standards
Management does not believe that the recently issued, but not yet
effective accounting pronouncements, if adopted, would have a
material effect on the accompanying unaudited condensed financial
statements.
3. Going Concern
The unaudited condensed financial statements have been prepared
assuming that the Company will continue as a going concern. The
Company is currently a public reorganized shell corporation and has
no current business activity. The Company’s ability to
continue as a going concern is dependent on continued support from
a related party of the majority stockholder. This gives rise
to substantial doubt about the Company’s ability to continue
as a going concern.
4. Amount Due to a Related Company
The
Company relies on a related party of the majority stockholder to
advance funds to finance its operating expenses. The
Company’s Chief Executive Officer, Chief Financial Officer
and Director of the Company is also a director of the related
party. The amounts advanced of $316,458 are interest-free,
unsecured and are repayable upon demand.
5. Preferred stock / Common stock
Series A Preferred stock
The Company is authorized under its Articles of Incorporation to
issue 10,000,000 shares of Series A preferred stock with a par
value of $0.001 per share. Each share of the Company’s
preferred stock provides the holder with the right to vote 1,000
votes on all matters submitted to a vote of the stockholders of the
Company and is convertible into 1,000 shares of the Company’s
common stock. The preferred stock is non-participating and carries
no dividend.
The Company does not have any issued shares of the preferred stock
as of March 31, 2021 and December 31, 2020.
Common
stock
The Company is authorized to issue 250,000,000 shares of common
stock with a par value of $0.001 per share. During the three
months ended March 31, 2021, the Company did not issue any shares
of common stock or warrants.
6. Subsequent Events
The
related party advanced the Company $8,972 from April 1, 2021
through the date of filing.
9
ITEM 2.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
General Overview
The
Company operates as a public reorganized corporation with the
business purpose to acquire or merge with an existing business
operation.
Results of Operations and Financial Condition for the three months
ended March 31, 2021, as compared to the three months ended March
31, 2020.
The
Company had no active business operations for the three months
ended March 31, 2021 and March 31, 2020. Expenses consist of
accounting and filing fees.
Liquidity and capital resources
The
Company had no active business operations for the three months
ended March 31, 2021 and 2020. Accordingly, all the Company’s
cash flow needs were provided solely by a related party of Global
Funds, the majority stockholder to pay expenses necessary as a
public company.
Going
forward, the Company will continue to source adequate funding from
future investors to execute business opportunities when they arise
in the future. However, such funding and business opportunities
will rely entirely on the prevailing circumstances when the funding
or profitable business opportunities are identified. If such
opportunities are not identified in the near term, the Company will
experience delay in effecting its business plans.
The
financial statements have been prepared assuming that the Company
will continue as a going concern. The Company is currently a public
reorganized shell corporation and has no current business activity.
The Company’s ability to continue as a going concern is
dependent on continued support from a related party of Global
Funds, the majority stockholder. This gives rise to substantial
doubt about the Company’s ability to continue as a going
concern.
Risk factors
The
Company’s critical accounting policies are still being
applied despite the fact that the Company has no ongoing business
operations.
Significant Estimates
We
prepare our financial statements in conformity with generally
accepted accounting principles in the United States of America. As
such, we are required to make certain estimates, judgments and
assumptions that we believe are reasonable based upon historical
experience, current trends and other factors. These estimates,
judgments and assumptions affect the reported amounts of assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the periods
presented. Actual results could be different than those
estimates.
Off-Balance Sheet Arrangements
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 is material to investors.
Market Risks
There
has been no material change in market risks since our last Annual
Report on Form 10-K for the year ended December 31,
2020.
10
ITEM 3.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
ITEM 4.
CONTROLS
AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our
management, with the participation of our chief executive officer
and chief financial officer, evaluated the effectiveness of our
disclosure controls and procedures pursuant to Rule 13a-15 under
the Securities Exchange Act of 1934, as amended (Exchange Act), as
of the end of the period covered by this Quarterly Report on Form
10-Q.
Based
on this evaluation, our chief executive officer and chief
financial officer concluded that, as of the fiscal period end, our
disclosure controls and procedures are designed at a reasonable
assurance level and are effective to provide reasonable assurance
that information we are required to disclose in reports that we
file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the
SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including our chief
executive officer and chief financial officer, as appropriate, to
allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting
that occurred during the quarter ended March 31, 2021 that have
materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
Limitations on Effectiveness of Controls and
Procedures
In
designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives. In addition,
the design of disclosure controls and procedures must reflect the
fact that there are resource constraints and that management is
required to apply its judgment in evaluating the benefits of
possible controls and procedures relative to their
costs.
11
PART II
OTHER
INFORMATION
ITEM 1.
LEGAL
PROCEEDINGS
None
ITEM 2.
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3.
DEFAULTS
UPON SENIOR SECURITIES
None
ITEM 4.
RESERVED
ITEM 5.
OTHER
INFORMATION
None
ITEM 6.
EXHIBITS
31 Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
18 U.S.C. Section 1350
12
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned; thereunto duly
authorized this 7th day of May, 2021.
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GREEN PLANET
BIOENGINEERING CO., LTD.
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Date :
May 7,
2021
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By:
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/s/ Jordan
Weingarten
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Jordan
Weingarten
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President
and
Director
(Principal
Executive Officer and Principal
Financial and Accounting Officer)
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13