REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of:
Green Planet Bioengineering Co., Ltd.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Green Planet
Bioengineering Co., Ltd. (the Company) as of December 31, 2020 and
2019, and the related statements of income, stockholders’
deficit, and cash flows for each of the two years
in the period ended December 31, 2020, and the related notes (collectively referred to as
the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of
the Company as of December 31, 2020 and 2019 and the results of its
operations and its cash flows for each of the two years in the
period ended December 31, 2020 in conformity with accounting
principles generally accepted in the United States of
America.
Going Concern
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, 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.
These factors raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans concerning these matters are also described in
Note 3. The financial statements do not include any adjustments
that might result from the outcome of this
uncertainty
Basis for Opinion
These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not
for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
/s/ Liggett & Webb, P.A.
LIGGETT & WEBB, P.A
Certified Public Accountants
We have served as the Company’s auditor since
2019
Boynton Beach, Florida
March 31, 2021
Green Planet Bioengineering Co., Ltd
Balance
Sheets
(Stated
in US Dollars)
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|
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ASSETS
|
|
|
|
Current
assets
|
$-
|
$-
|
|
Cash
and cash equivalents
|
$-
|
$-
|
|
|
|
|
|
TOTAL CURRENT ASSETS
|
|
|
|
|
|
|
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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LIABILITIES
|
|
|
|
Current
liabilities
|
|
|
|
Accounts
payable
|
$-
|
$214
|
|
Amount
due to a related party
|
316,458
|
282,645
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES
|
316,458
|
282,859
|
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COMMITMENTS AND CONTINGENCIES
|
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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 December 31, 2020 and December 31,
2019
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Issued
and outstanding:
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None
at December 31, 2020 and December 31, 2019
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-
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-
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|
|
|
|
|
Common
stock: par value of $0.001 per share
|
|
|
|
Authorized:
250,000,000 shares at December 31, 2020 and December 31,
2019
|
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-
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|
Issued
and outstanding: 20,006,402 shares at December 31, 2020 and
December 31, 2019
|
20,006
|
20,006
|
|
Additional
paid-in-capital
|
609,614
|
609,614
|
|
Accumulated
deficit
|
(946,078)
|
(912,479)
|
|
|
|
|
|
TOTAL STOCKHOLDERS’ DEFICIT
|
(316,458)
|
(282,859)
|
|
|
|
|
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$-
|
$-
|
See
Notes to the Financial Statements
Green
Planet Bioengineering Co., Ltd
Statements
of Operations
(Stated
in US Dollars)
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|
Years ended December
31,
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|
|
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Administrative
expenses
|
$(33,599)
|
$(25,358)
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Loss
before income tax
|
(33,599)
|
(25,358)
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Provision
for income taxes
|
-
|
-
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|
|
|
|
|
Net
loss
|
$(33,599)
|
$(25,358)
|
|
|
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Loss
per share
|
|
|
|
-Basic
and diluted
|
$(*)
|
$(*)
|
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|
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|
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Weighted
average number of shares outstanding
|
|
|
|
-Basic
and diluted
|
20,006,402
|
20,006,402
|
*
Less
than $.01, per share
See
Notes to the Financial Statements
Green
Planet Bioengineering Co., Ltd
Statements
of Cash Flows
(Stated
in US Dollars)
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|
Years ended December
31,
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Cash flows from operating activities
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Net
loss
|
$(33,599)
|
$(25,358)
|
|
Changes
in operating assets and liabilities:
|
|
|
|
Accounts
payable
|
(214)
|
214
|
|
Accrued
liabilities
|
-
|
(11,750)
|
|
|
|
|
|
Net
cash flows used in operating activities
|
(33,813)
|
(36,894)
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|
|
|
|
|
Cash flows from financing activities
|
|
|
|
Amount
due to a related party
|
33,813
|
36,894
|
|
|
|
|
|
Net
cash flows provided by financing activities
|
33,813
|
36,894
|
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
-
|
-
|
|
|
|
|
|
Cash
and cash equivalents – beginning of year
|
-
|
-
|
|
|
|
|
|
Cash
and cash equivalents – end of year
|
$-
|
$-
|
|
|
|
|
|
Supplemental
disclosures for cash flow information:
|
|
|
|
Cash
paid for interest
|
$-
|
$-
|
|
Cash
paid for income taxes
|
$-
|
$-
|
See
Notes to the Financial Statements
Green
Planet Bioengineering Co., Ltd
Statements
of Changes in Stockholders’ Deficit
(Stated
in US Dollars)
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|
|
|
|
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|
|
|
|
|
|
|
|
|
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|
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Number of shares
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Amount
|
Additional paid-in capital
|
Accumulated deficit
|
Total
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2018
|
-
|
$-
|
20,006,402
|
$20,006
|
$609,614
|
$(887,121)
|
$(257,501)
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(25,358)
|
(25,358)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2019
|
-
|
|
20,006,402
|
$20,006
|
$609,614
|
$(917,479)
|
$(282,859)
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(33,599)
|
(33,599)
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2020
|
-
|
$-
|
20,006,402
|
$20,006
|
$609,614
|
$(946,078)
|
$(316,458)
|
See
Notes to the Financial Statements
Green
Planet Bioengineering Co., Ltd.
Notes to the Financial Statements
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 (“Elevated Throne”) and operated the
business in the agritech sector in the People’s Republic of
China. The Company divested Elevated Throne to One Bio, Corp.
(“ONE”) on April 14, 2010.
In
March 2012, Global Funds 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
financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the
United States of America (“US GAAP”).
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.
Income Taxes
The
Company accounts for income taxes in accordance with FASB ASC Topic
740 “Income
Taxes” under which deferred tax assets and liabilities
are determined based on temporary differences between accounting
and tax bases of assets and liabilities and net operating loss and
credit carry forwards, using enacted tax rates in effect for the
year in which the differences are expected to reverse. Valuation
allowances are established when necessary to reduce deferred tax
assets to the amounts expected to be realized. A provision for
income tax expense is recognized for income taxes payable for the
current period, plus the net changes in deferred tax amounts. Any
interest and penalties are expensed in the year that the Notice of
Assessment is received. The Company’s practice is to
recognize interest and/or penalties related to income tax matters
as interest expense.
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 December 31, 2020 and 2019, the Company does not have
any common share equivalents outstanding.
2. Summary of Significant Accounting Policies –
continued
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.
Investments measured and reported at fair value are classified and
disclosed in one of the following hierarchy:
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
In
August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure
Framework—Changes to the Disclosure Requirements for Fair
Value Measurement. The standard will modify the disclosure
requirements for fair value measurements by removing, modifying, or
adding certain disclosures. ASU No. 2018-13 is effective for annual
reporting periods beginning after December 15, 2019, including
interim periods within that reporting period. Early adoption is
permitted upon issuance of this ASU. The Company is permitted to
early adopt any removed or modified disclosures upon issuance of
this ASU and delay adoption of the additional disclosures until
their effective date. The adoption of this ASU did not have a
material impact on the Company’s financial
statements.
In June
2018, the FASB issued ASU 2018-07, “Improvements to
Nonemployee Share-Based Payment Accounting”, which simplifies
the accounting for share-based payments granted to nonemployees for
goods and services. Under the ASU, most of the guidance on such
payments to nonemployees would be aligned with the requirements for
share-based payments granted to employees. The changes take effect
for public companies for fiscal years starting after December 15,
2018, including the interim periods within that fiscal year. For
all other entities, the amendments are effective for fiscal years
beginning after December 15, 2019, and interim periods within
fiscal years beginning after December 15, 2020. The adoption of
this ASU did not have a material impact on the Company’s
financial statements.
Management does not believe that any other recently issued, but not
yet effective accounting pronouncements, if adopted, would have a
material effect on the accompanying financial
statements.
3. Going Concern
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. This gives
rise to substantial doubt about the Company’s ability to
continue as a going concern. The accompanying financial statements
do not include any adjustments that may result from the outcome of
this uncertainty.
4. Amount Due to a Related party
The
Company relies on a related party to advance funds to fund its
operating expenses. As of December 31, 2020 and 2019, the amounts
advanced of $316,458 and $282,645 respectively are interest-free,
unsecured and are repayable upon demand.
In
addition, the Chief Executive Officer, Chief Financial Officer and
Director of the Company is also a director of the related
party.
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 December 31, 2020 and 2019.
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 year ended
December 31, 2020, the Company did not issue any shares of common
stock or warrants.
6. Income Tax
As of
December 31, 2020, the Company had net operating loss carry
forwards of approximately $910,000 that may be available to reduce
future years’ taxable income through 2037 for approximately
$876,000 and indefinitely for $34,000. Future tax benefits which
may arise as a result of these losses have not been recognized in
these financial statements, as their realization is determined not
likely to occur and accordingly, the Company has recorded a
valuation allowance for the deferred tax asset relating to these
tax loss carry-forwards. The deferred tax asset and valuation
allowance were reduced by approximately $1,000 to reflect the
change in the federal tax rate from 34% to 21%.
The
provision for Federal income tax consists of the following for the
years ended December 31, 2020 and December 31, 2019:
|
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Federal income tax
benefit attributable to:
|
|
|
|
Net
loss
|
$(8,500)
|
$(6,400)
|
|
Change in tax
estimates
|
10,200
|
-
|
|
Less: valuation
allowance
|
(1,700)
|
6,400
|
|
|
|
|
|
Net provision for
Federal income taxes
|
$-
|
$-
|
The
cumulative tax effect at the expected rate of 21% for 2020 and 21%
for 2019 of significant items comprising our net deferred tax
amount is as follows as of December 31, 2020 and December 31,
2019:
|
|
|
|
|
Deferred tax asset
attributable to:
|
$231,000
|
$232,000
|
|
Net operating loss
carry forwards
|
(231,000)
|
(232,000)
|
|
Less: valuation
allowance
|
|
|
|
|
|
|
|
Net deferred tax
asset
|
$-
|
$-
|
Due to the change in ownership in March 2012, the net operating
loss carry forwards as of December 31, 2011 of $213,844 may be
subject to limitations in accordance with Sec 382 of the provisions
of the Tax Reform Act of 1986 for Federal income tax purposes. Tax
return for the years ended December 31, 2020, 2019 and 2018 remain
open to and it by Federal and State Tax Authorities.