Notes
to the Condensed Financial Statements
(Unaudited)
1.
Organization
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. (“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, the Company became a subsidiary of Global Fund 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 (“U.S. GAAP”) and 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.
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.
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
.
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:
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
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. Early adoption is
permitted, but no earlier than an entity’s adoption of Topic
606. The Company expects that the adoption of this ASU would 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
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 finance its
operating expenses. The amounts advanced are interest-free,
unsecured and are repayable upon demand.
5. Preferred stock / Common stock
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 September 30, 2018 and 2017.
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
and
nine months ended September 30, 2018, the Company did
not issue any shares of common stock or warrants.
6.
Stock-based compensation
There
was no non-cash stock-based compensation recognized for the
three and
nine months ended
September 30, 2018 and 2017.
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 and
nine months ended September 30, 2018, as compared to the three and
nine months ended September 30, 2017
The
Company had no active business operations for the periods ended
September 30, 2018 and September 30, 2017. Expenses consist of
accounting and filing fees.
Liquidity and capital resources
The
Company had no active business operations for the nine months ended
September 30, 2018
and 201
7.
Accordingly,
all of the
Company’s cash flows were provided by a related
entity.
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
The
preparation of financial statements in conformity with generally
accepted accounting principles 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.
Critical Accounting Policies
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 the
information available. 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,
2017.
ITEM
3.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
Applicable
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 September 30, 2018 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.
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