Annual Report (10-k)

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_______________________

 

FORM 10-K

_______________________

(Mark One)

 

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2018

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)

 

Delaware		37-1532842
(State or Other Jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

 

20807 Biscayne Blvd., Suite 203, Aventura, Florida		33180
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: [phone]

 

Securities registered pursuant to Section 12(b) of the Act:    NONE

 

Securities registered pursuant to Section 12(g) of the Act:    NONE

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ☐     No   ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ☐    No  ☒

 

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 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 check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

 

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):

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☒  No  ☐

 

The aggregate market value of the registrant’s common stock held by non-affiliates was $45,958.50 based on the closing sale price of common stock on June 30, 2018. The number of shares of common stock outstanding as of March 1, 2019 was 20,006,402.

 

 

 

 

TABLE OF CONTENTS

 

PART I
Item 1. Business	2
Item 1A. Risk Factors	2
Item 1B. Unresolved Staff Comments	3
Item 2. Properties	3
Item 3. Legal Proceedings	3
Item 4. Mine Safety Disclosures	3
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4
Item 6. Selected Financial Data	4
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	5
Item 8. Financial Statements	5
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 9A. Controls and Procedures	14
Item 9B. Other Information	14
PART III
Item 10. Directors, Executive Officers and Corporate Governance	15
Item 11. Executive Compensation	15
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	16
Item 13. Certain Relationships and Related Transactions, and Director Independence	16
Item 14. Principal Accounting Fees and Services	16
PART IV
Item 15. Exhibits and Financial Statement Schedules	17
Signatures	18

 

 

 

 

  FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K 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 7 “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.

 

 

 

 

 

 

1

 

 

PART I

 

I TEM 1. BUSINESS

 

Description of Business

 

Green Planet Bioengineering Co., Ltd. (“Green Planet” or “Company”) now operates as a public reorganized shell corporation with the purpose to acquire or merge with an existing business operation.

 

Our History

 

Mondo Acquisition II, Inc. was incorporated in the State of Delaware on October 30, 2006 and changed the name to Green Planet Bioengineering Co., Ltd. on October 2, 2008. In October 2008, the Company acquired Elevated Throne Overseas Ltd, a company incorporated in British Virgin Islands, and its subsidiaries (“Elevated Throne”) which 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, the Company became a wholly owned subsidiary of Global Funds Holdings Corp. (“Global Funds”) an Ontario, Canada corporation.

 

The Company operates as a public organized 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.

 

I TEM 1A. RISK FACTORS

 

You should consider carefully each of the following business and investment risk factors and all of the other information in this report. If any of the following risks and uncertainties develops into actual events, the business, financial condition or results of our operations could be materially and adversely affected. If that happens, the trading price of our shares of common stock could decline significantly. The risk factors below contain forward-looking statements regarding our business. Actual results could differ materially from those set forth in the forward-looking statements. See "Special Note Regarding Forward-Looking Information."

 

Risk Related to the Company's Future Business

 

We give no assurances that any plans for future business will be implemented if we do not secure adequate financing or find profitable business opportunities.

 

Our ability to implement and execute our future business plans and ultimately generate enough business revenue is directly influenced by our ability to secure adequate financing or find profitable business opportunities. If we do not receive funding from future investors or find profitable business opportunities, we will experience delays in our business plans and, ultimately, in our profitability going forward.

 

We will continue to incur significant costs as a result of remaining as a public reorganized company, and management will be required to devote substantial time to new compliance requirements.

 

As a public company, we incur significant legal, accounting and other expenses under the Sarbanes-Oxley Act of 2002, together with rules implemented by the Securities and Exchange Commission and applicable market regulators. These rules impose various requirements on public companies, including requiring certain corporate governance practices. Management and other personnel will need to devote a substantial amount of time to these new compliance requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costlier.

 

In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluations and testing of our internal controls over financial reporting to allow management and our registered independent public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the subsequent testing by our registered independent public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Compliance with Section 404 may require that we incur substantial accounting expenses and expend significant management efforts. If we are not able to comply with the requirements of Section 404 in a timely manner, or if our registered independent accountants later identify deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other applicable regulatory authorities.

 

 

2

 

 

Risks Related to the Common Stock

 

There is currently no trading market for our common stock.

Outstanding shares of our common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.

 

We have not paid and do not anticipate paying any dividends on our common stock; therefore, our securities could face devaluation in the market.

 

We have paid no dividends on our common stock to date and it is not anticipated that any dividends will be paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that any earnings will be retained to finance our future expansion and for the implementation of our new business plan. Lack of a dividend can further affect the market value of our common stock, and could significantly affect the value of any investment in us.

 

Penny Stock Regulations

 

The SEC has adopted regulations which generally define "penny stock" to be an equity security that has a market price of less than $5.00 per share. Our common stock, when and if a trading market develops, may fall within the definition of penny stock and subject to rules that impose additional sales practice requirements on broker-dealers.

 

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability of investors to sell their common stock in the secondary market.

 

I TEM 1B. UNRESOLVED STAFF COMMENTS

 

None

 

I TEM 2. PROPERTIES

 

None

 

I TEM 3. LEGAL PROCEEDINGS

 

None

 

I TEM 4. MINE SAFETY DISCLOSURES

 

None

 

 

3

 

PART II

 

I TEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

The Company’s common stock is available for quotation on the Over the Counter Bulletin Board under the symbol “GPLB.PK.” There is no assurance that the company’s stock will continue to be quoted or that any liquidity will exist for our shareholders.

 

The following table shows, for each quarter of fiscal 2018 and 2017 the high and low closing price per share of common stock as reported on the Over the Counter Bulletin Board. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. The source of this information is NASDAQ Over the Counter Bulletin Board Research Report.

 

	2018		2017
Quarter Ended	High	Low	High	Low
Fourth Quarter	$ 0.15	$ 0.075	$ 0.07	$ 0.05
Third Quarter	0.20	0.045	0.05	0.011
Second Quarter	0.11	0.05	0.035	0.011
First Quarter	0.16	0.05	0.04	0.011

 

We have never declared or paid any cash dividends on our common stock.

 

I TEM 6. SELECTED FINANCIAL DATA

 

Not applicable.

 

I TEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS

 

Overview

 

The Company operates as a public reorganized corporation with the business purpose to acquire or merge with an existing business operation.

 

On March 12, 2012, the Company was divested by our former majority stockholder, One Bio, Corp (“ONE”) and in accordance with the terms of the Stock Purchase Agreement between ONE and Global Funds, all the debts of the Company as of the closing date were assumed by ONE. Accordingly, the Company recorded $178,589 as a capital contribution resulting from the extinguishment of related party payable.

 

Liquidity and Capital Resources

 

The Company had no active business operation during the year. Accordingly, all the Company’s cash flow needs for 2018 were provided solely by a related company of Global Funds 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.

 

Critical Accounting Policies

 

We prepare our financial statements in conformity with accounting principles generally accepted (“GAAP”) 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. As such, actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are uncertain and are of critical importance in the presentation of our financial position, results of operations and cash flows. On a regular basis, we review our accounting policies and how they are applied and disclosed in the financial statements.

 

 

4

 

 

Significant Estimates

 

The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

 

Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

I TEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

None

 

I TEM 8. FINANCIAL STATEMENTS

 

INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm	6
Financial Statements:
Balance Sheets	7
Statements of Operations	8
Statements of Cash Flows	9
Statements of Changes in Stockholders’ Deficit	10
Notes to the Financial Statements	11-13

 

 

5

 

 

R EPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Green Planet Bioengineering Co., Ltd.

 

We have audited the accompanying balance sheets of Green Planet Bioengineering Co., Ltd. as of December 31, 2018 and 2017, and the related statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2018, 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, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2018 and 2017, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern Uncertainty

 

These 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 has operating and liquidity concerns. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

 

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.

 

We have served as the Company’s auditor since 2012.

 

/s/ Schulman Lobel, LLP

 

New York, New York

March 1, 2019

  

 

6

 

 

G reen Planet Bioengineering Co., Ltd

Balance Sheets

(Stated in US Dollars)

 

	December 31,	December 31,
	2018	2017
ASSETS
Current assets
Cash and cash equivalents	$ -	$ -
TOTAL CURRENT ASSETS	$ -	$ -
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current liabilities
Accounts payable	$ -	$ -
Accrued liabilities	11,750	11,500
Amount due to a related company	245,751	205,762
TOTAL CURRENT LIABILITIES	257,501	217,262
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIT
Preferred stock: par value of $0.001 per share
Authorized: 10,000,000 shares at December 31, 2018 and December 31, 2017
Issued and outstanding:
None at December 31, 2018 and December 31, 2017	-	-
Common stock: par value of $0.001 per share
Authorized: 250,000,000 shares at December 31, 2018 and December 31, 2017
Issued and outstanding: 20,006,402 shares at December 31, 2018 and December 31, 2017	20,006	20,006
Additional paid-in-capital	609,614	609,614
Accumulated deficit	$ (887,121 )	$ (846,882 )
TOTAL STOCKHOLDERS’ DEFICIT	$ (257,501 )	$ (217,262 )
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ -	$ -

 

See Notes to the Financial Statements

 

 

7

 

 

G reen Planet Bioengineering Co., Ltd

Statements of Operations

(Stated in US Dollars)

 

	Year ended December 31
	2018	2017
Administrative expenses	$ (40,239 )	$ (33,848 )
Loss before income tax	(40,239 )	(33,848 )
Provision for income taxes	-	-
Net loss	$ (40,239 )	$ (33,848 )
Earnings per share
-Basic and diluted	$ *	$ *
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

 

 

8

 

 

Green Planet Bioengineering Co., Ltd

Statements of Cash Flows

(Stated in US Dollars)

 

	Year ended December 31,
	2018	2017
Cash flows from operating activities
Net loss	$ (40,239 )	$ (33,848 )
Changes in operating assets and liabilities:
Accounts payable	-	-
Accrued liabilities	-
Amount due to a related company	40,239	33,848
Net cash flows used in operating activities	-	-
Cash flows from investing activities	-	-
Cash flows from financing activities	-	-
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

 

 

9

 

G reen Planet Bioengineering Co., Ltd

Statements of Changes in Stockholders’ Deficit

(Stated in US Dollars)

 

	Preferred Stock		Common Stock		Additional
	Number		Number		paid-in	Accumulated
	of shares	Amount	of shares	Amount	capital	deficit	Total
Balance, December 31, 2016	-	$ -	20,006,402	$ 20,006	$ 609,614	$ (813,034.00 )	$ (183,414.00 )
Net loss	-	-	-	-	-	$ (33,848 )	$ (33,848 )
Balance, December 31, 2017	-	$ -	20,006,402	$ 20,006	$ 609,614	$ (846,882 )	$ (217,262 )
Net Loss	-	-	-	-	-	$ (40,239 )	$ (40,239 )
Balance, December 31, 2018	-	$ -	$ 20,006,402	$ 20,006	$ 609,614	$ (887,121 )	$ (257,501 )

 

See Notes to the Financial Statements

 

 

10

 

 

Green Planet Bioengineering Co., Ltd.

N otes 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, the Company became a wholly owned subsidiary of Global Funds Holdings Corp. (“Global Funds”) an Ontario, Canada corporation.

 

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.

 

Earnings 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.

 

 

11

 

 

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 Company expects that the adoption of this ASU would 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 Global Funds, the majority stockholder.

 

4. Amount Due to a Related Company

 

The Company relies on a related company to advance funds to fund its operating expenses. The amounts advanced 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

 

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 shareholders 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, 2018 and 2017.

 

6. Stock-based compensation

 

There was no non-cash stock-based compensation recognized for the years en ded December 31, 2018 and 2017.

 

 

12

 

 

7. Income Tax

 

As of December 31, 2018, the Company had net operating loss carry forwards of $296,389 that may be available to reduce future years’ taxable income through 2036 if not limited. 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 provision for Federal income tax consists of the following for the years ended December 31, 2018 and December 31, 2017:

 

	December 31,	December 31,
	2018	2017
Federal income tax benefit attributable to:
Net loss	$ 8,450	$ 11,508
Less: valuation allowance	$ (8,450 )	$ (11,508 )
Net provision for Federal income taxes	$ -	$ -

 

The cumulative tax effect at the expected rate of 21% for 2018 and 34% for 2017 of significant items comprising our net deferred tax amount is as follows as of December 31, 2018 and December 31, 2017:

 

	December 31,	December 31,
	2018	2017
Deferred tax asset attributable to:
Net operating loss carryover	$ 296,389	$ 287,939
Less: valuation allowance	$ (296,389 )	$ (287,939 )
Net deferred tax asset	$ -	$ -

 

The valuation allowance increased by $8,450 from December 31, 2017 to December 31, 2018.

 

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.

 

 

13

 

 

I TEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None

 

I TEM 9A. CONTROLS AND PROCEDURES

 

Disclosure Control and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934, or the “Exchange Act,” is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer as appropriate to allow timely decisions regarding disclosure.

 

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the financial year end. Based upon their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective and did not note any material weakness.

 

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate “internal control over financial reporting” as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

 

i.

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

 

ii.

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

iii.

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

 

As of December 31, 2018 and as reported in the Registrant’s Form 10-K filing, management used the framework set forth in the report entitled “Internal Control – Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of our internal control over financial reporting. Based on its evaluation, management concluded that at December 31, 2018 there were no material weakness and concluded that the internal control over financial reporting was effective. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

During the year, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

 

I TEM 9B. OTHER INFORMATION

 

None

 

 

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PART III

 

I TEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Generally, each of our directors is elected to a term of one year and serves until his or her successor is elected and qualified. The Directors and Officers of the Company are as follows:

 

Name	Age	Position	Term
Jordan Weingarten	29	President and Director	March 2012 to present

 

Mr. Weingarten graduated from York University with a degree in business administration. He is an executive with experience in financial controls, finance and global management. Amongst other assignments, Mr. Weingarten was financial control specialist at Trade Finance Solutions, Inc, a Canadian corporation, and was also involved in management at a global Polaroid Licensee. Mr. Weingarten also worked with international wholesalers and distributors of electronics and various other products. Based in Miami, Florida, Mr. Weingarten brings knowledge and experience of global economics, finances and cultural environment. The President & Director of Green Planet Bioengineering Co. Ltd. is also a Director of the Related Party.

 

All of our directors hold offices until the next annual meeting of the shareholders of the Company, and until their successors have been qualified after being elected or appointed.  Officers serve at the discretion of the Board of Directors.

 

Director Compensation

We do not currently nor have we ever compensated our directors.

 

Involvement in Legal Proceedings

None of our executive officers or directors have been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

 

None of our executive officers or directors has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.

 

None of our executive officers or directors is the subject of any material pending legal proceeding.

 

Audit Committee

The Company has not as of yet established an audit committee. The Board of Directors currently serves as the Company’s audit committee.

 

Compensation Committee

The Company has not as of yet established a compensation committee. The Board of Directors currently serves as the Company’s compensation committee.

 

Section 16 (A) Beneficial Ownership Reporting Compliance

Section 16 (A) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers and persons who own more than 10% of a class of the Company’s equity securities which are registered under the Exchange Act to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of such registered securities. Such executive officers, directors and greater than 10% beneficial owners are required by Commission regulation to furnish the Company with copies of all Section 16 (A) forms filed by such reporting persons.

 

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and on representations that no other reports were required, no person required to file such a report, failed to file during fiscal 2018 and 2017.

 

Code of Ethics

The Board of Directors adopted a Code of Ethics in April 2009, meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. The Company will provide to any person without charge, upon request, a copy of such Code of Ethics.

 

I TEM 11. EXECUTIVE COMPENSATION

 

The Company did not pay any compensation to its executive officers for the years ended December 31, 2011 to 2018.

 

 

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I TEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

	Shares of Common Stock
	Beneficially Owned (1)
Name of Beneficial Owner	Number	%(2)
Global Funds Holdings Corp	18,508,733	92

_______________________________________________________________________________________________________

 

(1) 

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities anticipated to be exercisable or convertible at or within 60 days of the date hereof, are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person. The indication herein that shares are anticipated to be beneficially owned is not an admission on the part of the listed stockholder that he, she or it is or will be a direct or indirect beneficial owner of those shares.

 

(2) 

Based upon 20,006,402 shares of common stock issued and outstanding as of December 31, 2018.

 

I TEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Certain Relationships

None

 

Related Transactions

All related transactions have been reported in Part II Item 8 Financial Statements.

 

I TEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Audit Fees

The aggregate fees billed (or expected to be billed) for each of the fiscal years ended December 31, 2018 and 2017 for professional services rendered by Schulman Lobel, LLP for the audit of the Company’s annual financial statements was $10,000 and $10,000 respectively.

 

The aggregate fees billed for each of the fiscal years ended December 31, 2018 and 2017 for professional services rendered by the principal accountant for the reviews of the Company’s quarterly financial statements included in the Company’s Form 10-Q’s was $15,000 and $15,000 respectively.

 

Audit Related Fees

None

 

Tax Fees

Tax fees are those fees billed for professional services rendered for tax compliance, including preparation of corporate federal and state income tax returns, tax advice and tax planning. For the years ended December 31, 2018 and 2017, no tax fees were billed by Schulman Lobel.

 

Policy for Pre-Approval of Audit and Non-Audit Services

 

We have not established an audit committee. Our board of directors approved the services rendered and fees charged by our independent registered public accounting firm.

 

Our board of directors’ policy is to pre-approve all audit services and all non-audit services that our independent registered public accounting firm is permitted to perform for us under applicable federal securities regulations. As permitted by the applicable regulations, our board of directors’ policy utilizes a combination of specific pre-approval on a case-by-case basis of individual engagements of the independent registered public accounting firm.

 

All engagements of the independent registered public accounting firm to perform any audit services and non-audit services since that date have been pre-approved by our board of directors in accordance with the pre-approval policy. The policy has not been waived in any instance. All engagements of the independent registered public accounting firm to perform any audit services and non-audit services prior to the date the pre-approval policy was implemented were approved by our board of directors in accordance with its normal functions.

.

 

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All Other Fees

 

None

 

I TEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a)   Exhibits

 

31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification pursuant to 18 U.S.C. Section 1350

 

 

 

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S IGNATURES

 

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 1st day of March, 2019.

 

 

	Green Planet Bioengineering Co., Ltd
	By:	/s/ Jordan Weingarten
		Jordan Weingarten
		President (Principal Executive Officer and Principal Financial and Accounting Officer) and Director

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Date: March 1, 2019	/s/ Jordan Weingarten
	Jordan Weingarten
	President and Director

 

 

 

 

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