x
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Delaware | 37-1532842 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
20807 Biscayne Blvd., Suite 203,
Aventura, Florida
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33180 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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Page | ||||
PART I FINANCIAL INFORMATION | ||||
Item 1. Financial Statements | 4 | |||
Condensed Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014
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4 | |||
Condensed Statements of Operations for the Three Months Ended March 31, 2015 and 2014
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5 | |||
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014
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6 | |||
Notes to the Condensed Financial Statements | 7 | |||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 9 | |||
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 10 | |||
Item 4. Controls and Procedures | 10 | |||
PART II OTHER INFORMATION | ||||
Item 1. Legal Proceedings | 11 | |||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 11 | |||
Item 3. Defaults upon Senior Securities | 11 | |||
Item 4. Reserved | 11 | |||
Item 5. Other Information | 11 | |||
Item 6. Exhibits | 11 | |||
SIGNATURES | 12 |
March 31,
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December 31,
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|||||||
2015
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2014
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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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$ | - | $ | - | ||||
TOTAL CURRENT ASSETS / TOTAL ASSETS
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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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$ | 673 | $ | 183 | ||||
Accrued liabilities
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7,225 | 12,799 | ||||||
Amount due to a related party
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111,874 | 101,763 | ||||||
TOTAL CURRENT LIABILITIES / TOTAL LIABILITIES
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119,772 | 114,745 | ||||||
STOCKHOLDERS’ EQUITY
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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, 2015 and December 31, 2014
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||||||||
Issued and outstanding: 0 shares at March 31, 2015 and December 31, 2014
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- | - | ||||||
Common stock : par value $0.001 per share
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||||||||
Authorized: 250,000,000 shares at March 31, 2015 and December 31, 2014
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||||||||
Issued and outstanding: 20,006,402 shares at March 31, 2015 and December 31, 2014
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20,006 | 20,006 | ||||||
Additional paid-in capital
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609,614 | 609,614 | ||||||
Accumulated deficit
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(749,392 | ) | (744,365 | ) | ||||
TOTAL STOCKHOLDERS’ DEFICIT
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(119,772 | ) | (114,745 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | 0 | $ | 0 |
Three months ended March 31,
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||||||||
2015
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2014
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|||||||
Administrative expenses
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$ | (5,027 | ) | (10,117 | ) | |||
Loss before income taxes
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(5,027 | ) | (10,117 | ) | ||||
Provision for income taxes
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- | - | ||||||
Net loss
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$ | (5,027 | ) | $ | (10,117 | ) | ||
Earnings per share
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||||||||
-Basic and Diluted
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$ | * | $ | * | ||||
Weighted average number of shares outstanding:
|
||||||||
- Basic and Diluted
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20,006,402 | 20,006,402 |
Three months ended March 31,
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||||||||
2015
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2014
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|||||||
Cash flows from operating activities
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||||||||
Net loss
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$ | (5,027 | ) | $ | (10,117 | ) | ||
Changes in operating assets and liabilities :
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||||||||
Accounts payable
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490 | |||||||
Accrued liabilities
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(5,574 | ) | 18 | |||||
Amount due to a related party
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10,111 | 10,099 | ||||||
Net cash flows used by operating activities
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- | - | ||||||
Cash flows from investing activities
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- | - | ||||||
Cash flows from financing activities
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- | - | ||||||
Net decrease in cash and cash equivalents
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- | - | ||||||
Cash and cash equivalents - beginning of period
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- | - | ||||||
Cash and cash equivalents - end of period
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$ | - | $ | - | ||||
Supplemental disclosures for cash flow information:
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||||||||
Cash paid for interest
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$ | - | $ | - | ||||
Cash paid for income taxes
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$ | - | $ | - |
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. |
GREEN PLANET BIOENGINEERING CO., LTD. | |||
Date: May 14, 2015
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By:
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/s/ Jordan Weingarten | |
Jordan WeingartenPresident and Chief Financial Officer | |||
(Principal Executive Officer and Principal Financial Officer)
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|||
1.
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I have reviewed this quarterly report on Form 10-Q of Green Planet Bioengineering Co., Ltd.;
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2.
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Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
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4.
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I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, 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;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures and evaluated the effectiveness of our internal control over financial reporting, and presented in this report my conclusions about the effectiveness of our internal control over financial reporting, as of the end of the period covered by this report based on such evaluation;
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
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5.
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I have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information and have identified for the registrant’s auditors any material weaknesses in internal controls; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Dated: May 14, 2015
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By:
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/s/Jordan Weingarten | |
Jordan Weingarten | |||
President and Chief Financial Officer | |||
(Principal Executive Officer and Principal Financial Officer)
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Dated: May 14, 2015
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By:
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/s/Jordan Weingarten | |
Jordan Weingarten | |||
President and Chief Financial Officer | |||
(Principal Executive Officer and Principal Financial Officer)
|
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4. Amount Due to a Related Company
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3 Months Ended |
---|---|
Mar. 31, 2015
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|
Notes to Financial Statements | |
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. |
3. Going Concern
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3 Months Ended |
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Mar. 31, 2015
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Text Block [Abstract] | |
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 Companys ability to continue as a going concern is dependent on continued support from Global Funds, the majority stockholder. |
1. Organization
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3 Months Ended |
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Mar. 31, 2015
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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.
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2. Summary of significant accounting policies
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3 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2015
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Notes to Financial Statements | |||||||||||||
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 Companys 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:
Recent Changes in Accounting Standards
A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to the Companys financial statements.
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Balance Sheets (Parenthetical) (USD $)
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Mar. 31, 2015
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Dec. 31, 2014
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STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, Authorized | 250,000,000 | 250,000,000 |
Common stock, Issued | 20,006,402 | 20,006,402 |
Common stock, outstanding | 20,006,402 | 20,006,402 |
Document and Entity Information
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3 Months Ended | |
---|---|---|
Mar. 31, 2015
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May 14, 2015
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Document And Entity Information | ||
Entity Registrant Name | Green Planet Bio Engineering Co. Ltd. | |
Entity Central Index Key | 0001392449 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 20,006,402 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Statements of Income (Unaudited) (USD $)
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3 Months Ended | |
---|---|---|
Mar. 31, 2015
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Mar. 31, 2014
|
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Income Statement [Abstract] | ||
Administrative expenses | $ (5,027) | $ (10,117) |
Loss before income taxes | (5,027) | (10,117) |
Provision for income taxes | 0 | 0 |
Net loss | $ (5,027) | $ (10,117) |
Earnings per share | ||
Basic and diluted | $ 0 | $ 0 |
Weighted average number of shares outstanding : | ||
Basic and diluted | 20,006,402 | 20,006,402 |
2. Summary of significant accounting policies (Policies)
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3 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2015
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Notes to Financial Statements | |||||||||||||
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 Companys 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. |
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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:
|
||||||||||||
Recent Changes in Accounting Standards | A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to the Companys financial statements. |
6. Stock-based compensation
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3 Months Ended |
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Mar. 31, 2015
|
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
6. Stock-based compensation | There was no non-cash stock-based compensation recognized for the three months ended March 31, 2015 and 2014. |
1. Organization (Details Narrative)
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3 Months Ended |
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Mar. 31, 2015
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
State of incorporation | Delaware |
Incorporation Date | Oct. 30, 2006 |
5. Preferred stock / Common stock (Details Narrative) (USD $)
|
Mar. 31, 2015
|
Dec. 31, 2014
|
---|---|---|
Notes to Financial Statements | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, Authorized | 250,000,000 | 250,000,000 |
5. Preferred stock / Common stock
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3 Months Ended |
---|---|
Mar. 31, 2015
|
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Equity [Abstract] | |
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 Companys 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 Companys common stock. The preferred stock is non-participating and carries no dividend.
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, 2015, the Company did not issue any shares of common stock or warrants. |