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EX-32 - CERTIFICATION - Green Planet Bio Engineering Co. Ltd.gplb_ex32.htm
EX-31 - CERTIFICATION - Green Planet Bio Engineering Co. Ltd.gplb_ex31.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________

FORM 10-Q
_______________________
 
(Mark One)
 
þ
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2014

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)
 
(305) 356-8083
(Registrant’s telephone number, including area code)

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 þ     No o

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 (§232.405 of this chapter) 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 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
 o
Accelerated filer
 o
Non-accelerated filer
 o
Smaller reporting company
 þ
(Do not check if a smaller company)      

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes þ  No  ¨
 
The number of shares of common stock outstanding as of August 15, 2014 was 20,006,402.
 


 
 
 
 
 
TABLE OF CONTENTS
 
      Page
PART I
FINANCIAL INFORMATION
       
 
4
       
   
4
       
    5
       
    6
       
    7
       
 
9
       
 
10
       
 
10
 
PART II
OTHER INFORMATION
       
 
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INTERIM FINANCIAL STATEMENTS

The unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions under Regulation S-X of the Securities and Exchange Commission (“SEC”) Form 10-Q. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2013.

The financial statements included herein 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.
 
 FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934.  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 2 “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.

 
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June 30,
   
December 31,
 
   
2014
   
2013
 
   
(Unaudited)
       
             
ASSETS
           
Current assets   $ -     $ -  
Cash and cash equivalents   $ -     $ -  
                 
TOTAL CURRENT ASSETS / TOTAL ASSETS
               
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
LIABILITIES
               
Current liabilities                
Accounts payable   $ 2,041     $ 1,459  
Accrued liabilities     10,000       21,281  
Amount due to a related party     80,873       54,493  
                 
TOTAL CURRENT LIABILITIES / TOTAL LIABILITIES
    92,914       77,233  
                 
STOCKHOLDERS’ DEFICIT
               
Preferred stock: par value of $0.001 per share Authorized: 10,000,000 shares at June 30, 2014 and December 31, 2013 Issued and outstanding: 0 shares at June 30, 2014 and December 31, 2013      -       -  
Common stock: par value of $0.001 per share Authorized: 250,000,000 shares at June 30, 2014 and December 31, 2013 Issued and outstanding: 20,006,402 shares at June 30, 2014 and 31-Dec-13
    20,006       20,006  
Additional paid-in-capital     609,614       609,614  
Retained earnings deficit
    (722,533 )     (706,853 )
                 
TOTAL STOCKOLDERS’ DEFICIT
    (92,914 )     (77,233 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $ -     $ -  
 
See Notes to the Financial Statements
 
 
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Three months ended June 30,
   
Six months ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
                         
Administrative expenses
    (5,563 )     (6,589 )     (15,680 )     (11,148 )
Other income
    -       -       -       -  
                                 
Loss before income taxes
    (5,563 )     (6,589 )     (15,680 )     (11,148 )
Provision for income taxes
    -       -       -       -  
                                 
Net loss
  $ (5,563 )   $ (6,589 )   $ (15,680 )   $ (11,148 )
                                 
Earnings per share
                               
-Basic and Diluted
  $ *     $ *     $ *     $ *  
                                 
Weighted average number of shares outstanding:
                               
-  Basic and Diluted
    20,006,402       20,006,402       20,006,402       20,006,402  

* Less than $0.01


 
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    Six months ended June 30,  
    2014     2013  
Cash flows from operating activities            
Net loss   $ (15,680 )   $ (11,148 )
Changes in operating assets and liabilities:
               
Accounts payable
    581          
Accrued liabilities
    (11,281 )     (12,500 )
Amount due to a related party
    26,380       23,648  
                 
Net cash flows used by 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 period
    -       -  
                 
Cash and cash equivalents – end of period
  $ -     $ -  
                 
Supplemental disclosures for cash flow information:
               
Cash paid for interest
  $ -     $ -  
Cash paid for income taxes
  $ -     $ -  
 
See Notes to the Financial Statements
 
 
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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. an Ontario, Canada corporation.

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
 
In preparing the financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods reported. Actual results could differ from those estimates.

Cash and cash equivalents
 
Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of six months or less to be cash equivalents.

Earnings per share
 
Earnings (loss) per common share is reported in accordance with 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.

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 Company’s financial statements.

 
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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 fund 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 million shares of 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.

Common stock
 
The Company is authorized to issue 250 million shares of common stock with a par value of $0.001 per share. During the six months ended June 30, 2014, the Company did not issue any shares of common stock or warrants.

6. Stock-based compensation

There were no non-cash stock-based compensation recognized for the six months ended June 30, 2014 and 2013.
 
The value of the warrants at the date of grant in October 2008 was determined using the Black-Scholes valuation model with the following assumptions: risk-free interest rate of 3.61%, volatility of 60%, zero expected dividends and expected life of 5 years.  The warrants expired in October 2013.
 
 
8

 
 

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 six months ended June 30, 2014, as compared to the six months ended June 30, 2013

The Company had no active business operations for the periods ended June 30, 2014 and June 30, 2013. Expenses consist of accounting, legal and filing fees.

Liquidity and capital resources

The Company had no active business operations for the six months ended June 30, 2014. Accordingly, the Company had no liquidity and capital resources for the period.

Risk factors

The Company’s critical accounting policies are still being applied despite that the Company has no ongoing business operations.

Significant Estimates

Critical accounting polices include the areas where we have made what we considered to be particularly subjective or complex judgments in making estimates and where these estimates can significantly impact our financial results under different assumptions and conditions.

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, 2013.

 
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   Not Applicable


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 June 30, 2014 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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None


  None


  None



  None

 
Exhibit No.   Description
     
31   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
 
 
 
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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 15th day of August, 2014.
 
 
GREEN PLANET BIOENGINEERING CO., LTD.
 
       
Date: August 15, 2014
By:
/s/ Jordan Weingarten  
    Jordan Weingarten  
    President and Chief Financial Officer  
   
(Principal Executive Officer and
 
   
Principal Financial Officer)
 
 
 
 
 
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