x
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Annual 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
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37-1532842
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or organization)
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Identification No.)
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20807 Biscayne Blvd., Suite 203,
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Aventura, Florida
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33180
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(Address of Principal Executive Offices)
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(Zip Code)
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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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(Do not check if a smaller reporting company)
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PART I
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Item 1.
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Business
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2 | |||
Item 1A.
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Risk Factors
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2 | |||
Item 1B.
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Unresolved Staff Comments
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3 | |||
Item 2.
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Properties
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3 | |||
Item 3.
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Legal Proceedings
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3 | |||
Item 4.
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Mine Safety Disclosures
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3 | |||
PART II
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
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Purchases of Equity Securities
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4 | ||||
Item 6.
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Selected Financial Data
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4 | |||
Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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4 | |||
Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk
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5 | |||
Item 8.
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Financial Statements
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5 | |||
Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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14 | |||
Item 9A.
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Controls and Procedures
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14 | |||
Item 9B.
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Other Information
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14 | |||
PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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15 | |||
Item 11.
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Executive Compensation
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15 | |||
Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related
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||||
Stockholder Matters
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16 | ||||
Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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16 | |||
Item 14.
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Principal Accounting Fees and Services
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16 | |||
PART IV
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Item 15.
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Exhibits and Financial Statement Schedules
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16 | |||
Signatures
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17 |
2015 | 2014 | |||||||||||||||
Quarter Ended
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High
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Low
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High
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Low
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||||||||||||
Fourth Quarter
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$ | 0.03 | $ | 0.12 | $ | 0.11 | $ | 0.11 | ||||||||
Third Quarter
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0.11 | 0.11 | 0.11 | 0.11 | ||||||||||||
Second Quarter
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0.11 | 0.11 | 0.22 | 0.22 | ||||||||||||
First Quarter
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0.11 | 0.11 | 0.22 | 0.22 |
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December 31,
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December 31, | ||||||
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2015 | 2014 | ||||||
ASSETS
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||||||||
Current assets
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||||||||
Cash and cash equivalents
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$ | - | $ | - | ||||
TOTAL CURRENT 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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$ | - | $ | 183 | ||||
Accrued liabilities
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11,450 | 12,799 | ||||||
Amount due to a related company
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136,311 | 101,763 | ||||||
TOTAL CURRENT LIABILITIES
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147,761 | 114,745 | ||||||
COMMITMENTS AND CONTINGENCIES
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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, 2015 and December 31, 2014
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Issued and outstanding:
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None at December 31, 2015 and December 31, 2014
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- | - | ||||||
Common stock: par value of $0.001 per share
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Authorized: 250,000,000 shares at December 31, 2015 and December 31, 2014
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Issued and outstanding: 20,006,402 shares at December 31, 2015 and December 31, 2014
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20,006 | 20,006 | ||||||
Additional paid-in-capital
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609,614 | 609,614 | ||||||
Accumulated deficit
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(777,381 | ) | (744,365 | ) | ||||
TOTAL STOCKHOLDERS’ DEFICIT
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(147,761 | ) | (114,745 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | - | $ | - |
Year ended December 31,
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2015 | 2014 | |||||||
Administrative expenses
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$ | (33,016 | ) | $ | (37,512 | ) | ||
Loss before income tax
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(33,016 | ) | (37,512 | ) | ||||
Provision for income taxes
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- | - | ||||||
Net loss | $ | (33,016 | ) | $ | (33,016 | ) | ||
Earnings per share
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- Basic and diluted
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$ | * | $ | * | ||||
Weighted average number of shares outstanding
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- Basic and diluted
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20,006,402 | 20,006,402 |
·
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Less than $.01, per share
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Year ended December 31,
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2015
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2014
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Cash flows from operating activities
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Net loss
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$ | (33,016 | ) | $ | (37,512 | ) | ||
Changes in operating assets and liabilities:
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Accrued payable
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(183 | ) | (1,277 | ) | ||||
Accrued liabilities
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(1,349 | ) | (8,482 | ) | ||||
Amount due to a related company
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34,548 | 47,271 | ||||||
Net cash flows used in operating activities
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(0 | ) | (0 | ) | ||||
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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(0 | ) | (0 | ) | ||||
Cash and cash equivalents – beginning of year
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- | - | ||||||
Cash and cash equivalents – end of year
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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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$ | - | $ | - |
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Green Planet Bioengineering Co., Ltd
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Statements of Changes in Stockholders’ Deficit
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(Stated in US Dollars)
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Preferred Stock
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Common Stock
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|||||||||||||||||||||||||||
Number of
shares
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Amount
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Number of
shares
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Amount
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Additional
paid-in
capital
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Accumulated deficit
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Total
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||||||||||||||||||||||
Balance, December 31, 2012
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- | $ | - | 20,006,402 | $ | 20,006 | $ | 609,614 | $ | (672,444 | ) | $ | (42,824 | ) | ||||||||||||||
Net loss
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- | - | - | - | - | (34,409 | ) | (34,409 | ) | |||||||||||||||||||
Balance, December 31, 2013
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- | $ | - | 20,006,402 | $ | 20,006 | $ | 609,614 | $ | (706,853 | ) | $ | (77,233 | ) | ||||||||||||||
Net loss
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- | - | - | - | - | (37,512 | ) | (37,512 | ) | |||||||||||||||||||
Balance, December 31, 2014
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- | $ | - | 20,006,402 | $ | 20,006 | $ | 609,614 | $ | (744,365 | ) | $ | (114,745 | ) | ||||||||||||||
Net loss
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- | - | - | - | - | (33,016 | ) | (33,016 | ) | |||||||||||||||||||
Balance, December 31, 2015
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- | $ | - | 20,006,402 | $ | 20,006 | $ | 609,614 | $ | (777,381 | ) | $ | (147,761 | ) |
Level 1 -
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Quoted prices are available in active markets for identical investments as of the period reporting date.
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Level 2 -
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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.
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Level 3 -
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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.
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December 31,
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December 31,
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2015
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2014
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Federal income tax benefit attributable to:
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Net loss
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$ | 11,225 | $ | 12,754 | ||||
Less: valuation allowance
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(11,225 | ) | (12,754 | ) | ||||
Net provision for Federal income taxes
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$ | - | $ | - |
December 31,
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December 31,
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|||||||
2015
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2014
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Deferred tax asset attributable to:
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Net operating loss carryover
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$ |
264,309
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$ |
253,084
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Less: valuation allowance
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(264,309 | ) | (253,084 | ) | ||||
Net deferred tax asset
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$ | - | $ | - |
i.
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pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
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ii.
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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
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iii.
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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.
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Name
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Age
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Position
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Term
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Jordan Weingarten
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26 |
President and Director
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March 2012 to present
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ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Shares of Common Stock
Beneficially Owned (1)
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Name of Beneficial Owner | Number | %(2) | ||||||
Global Funds Holdings Corp | 18,508,733 | 92 |
(1)
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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.
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(2)
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Based upon 20,006,402 shares of common stock issued and outstanding as of December 31, 2015.
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification pursuant to 18 U.S.C. Section 1350
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Green Planet Bioengineering Co., Ltd | |||
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By:
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/s/ Jordan Weingarten | |
Jordan Weingarten
President (Principal Executive Officer
and Principal Financial and Accounting
Officer) and Director
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Date: March 30, 2016
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By:
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/s/ Jordan Weingarten | |
Jordan Weingarten
President and Director
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1.
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I have reviewed this Annual Report on Form 10-K of Green Planet Bioengineering Co., Ltd;
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2.
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Based on my knowledge, this Annual 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 Annual Report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this Annual 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 Annual Report;
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4.
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The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:
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a.
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designed such disclosure controls and procedures, or have caused such disclosure controls and procedures to be designed under our 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 Annual Report is being prepared;
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b.
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designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our 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 Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this report based on such evaluation; and
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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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting ; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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
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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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DATE: March 30, 2016
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By:
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/s/ Jordan Weingarten | |
Jordan Weingarten
President
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1.
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I have reviewed this Annual Report on Form 10-K of Green Planet Bioengineering Co., Ltd;
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2.
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Based on my knowledge, this Annual 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 Annual Report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this Annual 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 Annual Report;
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4.
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The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:
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a.
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designed such disclosure controls and procedures, or have caused such disclosure controls and procedures to be designed under our 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 Annual Report is being prepared;
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b.
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designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our 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 Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this report based on such evaluation; and
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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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting ; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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
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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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DATE: March 30, 2016
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By:
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/s/ Jordan Weingarten | |
Jordan Weingarten
Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (16 U.S.C. 78m or 78o (d); and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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DATE: March 30, 2016
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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
and Accounting Officer
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Document and Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Mar. 30, 2016 |
Jun. 30, 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-K | ||
Document Period End Date | Dec. 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 Public Float | $ 74,883 | ||
Entity Common Stock, Shares Outstanding | 20,006,402 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2015 |
Balance Sheets - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Current assets | ||
Cash and cash equivalents | $ 0 | $ 0 |
TOTAL ASSETS | 0 | 0 |
Current liabilities | ||
Accounts payable | 0 | 183 |
Accrued liabilities | 11,450 | 12,799 |
Amount due to a related party | 136,311 | 101,763 |
TOTAL LIABILITIES | 147,761 | 114,745 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock: par value of $0.001 per share Authorized: 10,000,000 shares at December 31, 2015 and December 31, 2014; Issued and outstanding: None at December 31, 2015 and December 31, 2014 | 0 | 0 |
Common stock: par value of $0.001 per share Authorized: 250,000,000 shares at December 31, 2015 and December 31, 2014 Issued and outstanding: 20,006,402 shares at December 31, 2015 and December 31, 2014 | 20,006 | 20,006 |
Additional paid-in capital | 609,614 | 609,614 |
Accumulated deficit | (777,381) | (744,365) |
TOTAL STOCKHOLDERS' DEFICIT | (147,761) | (114,745) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 0 | $ 0 |
Balance Sheets (Parenthetical) - $ / shares |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | $ .001 | $ .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 | $ .001 | $ .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 |
Statements of Income - USD ($) |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|||
Income Statement [Abstract] | ||||
Administrative expenses | $ (33,016) | $ (37,512) | ||
Loss before income tax | (33,016) | (37,512) | ||
Provision for income taxes | 0 | 0 | ||
Net loss | $ (33,016) | $ (37,512) | ||
Earnings per share | ||||
Basic and diluted | [1] | |||
Weighted average number of shares outstanding : | ||||
Basic and diluted | 20,006,402 | 20,006,402 | ||
|
Statements of Cash Flows - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Cash flows from operating activities | ||
Net loss | $ (33,016) | $ (37,512) |
Changes in operating assets and liabilities : | ||
Accounts payable | (183) | (1,277) |
Accrued liabilities | (1,349) | (8,482) |
Amount due to a related company | 34,548 | 47,271 |
Net cash flows used in operating activities | 0 | 0 |
Cash flows from investing activities | 0 | 0 |
Cash flows from financing activities | 0 | 0 |
Net decrease in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents - beginning of year | 0 | 0 |
Cash and cash equivalents - end of year | 0 | 0 |
Supplemental disclosures for cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for Income taxes | $ 0 | $ 0 |
Statements of Changes in Stockholders' Deficit - USD ($) |
Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Retained Earnings / Accumulated Deficit |
Total |
---|---|---|---|---|---|
Beginning balance, shares at Dec. 31, 2012 | 0 | 20,006,402 | |||
Beginning balance, amount at Dec. 31, 2012 | $ 0 | $ 20,006 | $ 609,614 | $ (672,444) | $ (42,824) |
Net loss | (34,409) | (34,409) | |||
Ending balance, shares at Dec. 31, 2013 | 0 | 200,006,402 | |||
Ending balance, amount at Dec. 31, 2013 | $ 0 | $ 20,006 | 609,614 | (706,853) | (77,233) |
Net loss | (37,512) | (37,512) | |||
Ending balance, shares at Dec. 31, 2014 | 0 | 200,006,402 | |||
Ending balance, amount at Dec. 31, 2014 | $ 0 | $ 20,006 | 609,614 | (744,365) | (114,745) |
Net loss | (33,016) | (33,016) | |||
Ending balance, shares at Dec. 31, 2015 | 0 | 200,006,402 | |||
Ending balance, amount at Dec. 31, 2015 | $ 0 | $ 20,006 | $ 609,614 | $ (777,381) | $ (147,761) |
1. General Information |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 Peoples 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 |
12 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||
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 (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 Companys practice is to recognize interest and/or penalties related to income tax matters in income tax 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.
Basic and diluted EPS was calculated using the average number of shares outstanding, which is 20,006,402 for 2015 and 2014. Basic EPS was 20,006,402 and diluted EPS includes both the average number of shares and warrants outstanding, which were all expired in December 2014. Since the warrants were considered anti-dilutive, the basic and diluted EPS was 20,006,402 for 2015 and 2014.
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. |
3. Going Concern |
12 Months Ended |
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Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [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 reorganized 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.
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4. Amount Due to a Related Company |
12 Months Ended |
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Dec. 31, 2015 | |
Text Block [Abstract] | |
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. |
5. Preferred stock |
12 Months Ended |
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Dec. 31, 2015 | |
Equity [Abstract] | |
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 Companys 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 Companys 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, 2015 and 2014. |
6. Stock-based compensation |
12 Months Ended |
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Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
6. Stock-based compensation | There was no non-cash stock-based compensation recognized for the years ended December 31, 2015 and 2014. |
7. Income Tax |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7. Income Tax | As of December 31, 2015, the Company had net operating loss carry forwards of $264,309 that may be available to reduce future years taxable income through 2035 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, 2015 and December 31, 2014:
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2015 and December 31, 2014:
The valuation allowance increased by $11,225 from December 31, 2014 to December 31, 2015.
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. |
2. Summary of significant accounting policies (Policies) |
12 Months Ended | ||||||
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Dec. 31, 2015 | |||||||
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 (US GAAP). |
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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. |
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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 Companys practice is to recognize interest and/or penalties related to income tax matters in income tax expense. |
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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.
Basic and diluted EPS was calculated using the average number of shares outstanding, which is 20,006,402 for 2015 and 2014. Basic EPS was 20,006,402 and diluted EPS includes both the average number of shares and warrants outstanding, which were all expired in December 2014. Since the warrants were considered anti-dilutive, the basic and diluted EPS was 20,006,402 for 2015 and 2014. |
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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:
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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. |
7. Income Tax (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Income Tax Expense (Benefit) |
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Schedule of deferred tax asset |
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1. Organization (Details Narrative) |
12 Months Ended |
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Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
State of incorporation | Delaware |
Incorporation Date | Oct. 30, 2006 |
5. Preferred stock (Details Narrative) - $ / shares |
Dec. 31, 2015 |
Dec. 31, 2014 |
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Notes to Financial Statements | ||
Preferred stock par value | $ .001 | $ .001 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
7. Income Tax (Details) - USD ($) |
12 Months Ended | |
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Dec. 31, 2015 |
Dec. 31, 2014 |
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Federal income tax benefit attributable to: | ||
Net loss | $ 11,225 | $ 12,754 |
Less: valuation allowance | (11,225) | (12,754) |
Net provision for Federal income taxes | $ 0 | $ 0 |
7. Income Tax (Details 1) - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
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Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 264,309 | $ 253,084 |
Less: valuation allowance | (264,309) | (253,084) |
Net deferred tax asset | $ 0 | $ 0 |
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