UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_______________________

 

FORM 10-K

_______________________

(Mark One)

 

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

or

 

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

Commission file number 000-52622

(Exact Name of Registrant as Specified in its charter)

 

 

 

Registrant’s Telephone Number, Including Area Code: (786) 279-2900

 

 

 

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

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

 

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

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

The aggregate market value of the registrant’s common stock held by non-affiliates was $7,822$39,393 based on the closing sale price of common stock on June 30, 2017.2020. The number of shares of common stock outstanding as of March 8, 201831, 2021 was 20,006,402.

 

 

 

 

This Annual Report on Form 10-K contains forward-looking statements. These statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes,” “may,” “will,” “should,” “could,” “plans,” “estimates,” and similar language or negative of such terms. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals. Actual events or results may differ materially. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.

 

 

 

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

 

 

Mondo Acquisition II, Inc. was incorporated in the State of Delaware on October 30, 2006 and changed the name to Green Planet Bioengineering Co., Ltd. on October 2, 2008. In October 2008, the Company acquired Elevated Throne Overseas Ltd, a company incorporated in British Virgin Islands, and its subsidiaries (“Elevated Throne”) which operated the business in the agritech sector in the People’s Republic of China. The Company divested Elevated Throne to One Bio, Corp. (“ONE”) on April 14, 2010.

 

In March 2012, the Company became a wholly owned subsidiary of Global Funds Holdings Corp. (“Global Funds”) an Ontario, Canada corporation.corporation became a majority stockholder of the Company.

 

The Company operates as a public organized shell corporation with the purpose to acquire or merge with an existing business operation. The Company’s activities are subject to significant risks and uncertainties, as their ability to implement and execute future business plans and generate sufficient business revenue is directly influenced by their ability to secure adequate financing or find profitable business opportunities.

 

 

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

 

 

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

 

 

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

 

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

 

 

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

 

 

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

 

 

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

 

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

 

 

None

 

 

 

 

None

 

 

None

 

 

 

 

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

 

The following table shows, for each quarter of fiscal 20172020 and 20162019 the high and low closing price per share of common stock as reported on the Over the Counter Bulletin Board. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. The source of this information is NASDAQ Over the Counter Bulletin Board Research Report.

 

 

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

 

 

Not applicable.

 

 

 

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

 

The Company did not have any operations and did not have any operating revenues during the Company was divested by our formeryears ended December 31, 2020 and 2019, respectively.

Total expenses for the for the years ended December 31, 2020 and 2019 were $33,599 and $25,358, respectively. The majority stockholder, One Bio, Corp (“ONE”)of these expenses primarily constituted administrative expenses related to accounting and in accordancecompliance with the terms of the Stock Purchase Agreement between ONE and Global Funds, all the debts of the Company as of the closing date were assumed by ONE. Accordingly, the Company recorded $178,589 as a capital contribution resulting from the extinguishment of related party payable.Exchange Act.

 

Liquidity and Capital Resources

 

The Company had no active business operation during the year. Accordingly, all the Company’s cash flow needs for 20172020 were provided solely by a related companyparty of Global Funds to pay expenses necessary as a public company.

 

Going forward, the Company will continue to source adequate funding from future investors to execute business opportunities when they arise in the future. However, such funding and business opportunities will rely entirely on the prevailing circumstances when the funding or profitable business opportunities are identified. If such opportunities are not identified in the near term, the Company will experience delay in effecting its business plans.

 

 

We prepare our financial statements in conformity with accounting principles generally accepted (“GAAP”) in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon historical experience, current trends and other factors. As such, actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are uncertain and are of critical importance in the presentation of our financial position, results of operations and cash flows. On a regular basis, we review our accounting policies and how they are applied and disclosed in the financial statements.

 

 

 

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

 

 

None

 

 

 

 

 

Green Planet Bioengineering Co., Ltd

 

 

See Notes to the Financial Statements

 

 

 

 

 

 

 

 

 

 

Mondo Acquisition II, Inc. was incorporated in the State of Delaware on October 30, 2006 and the name was changed to Green Planet Bioengineering Co., Ltd. (“Company”) on October 2, 2008. In October 2008, the Company acquired Elevated Throne Overseas Ltd, incorporated in British Virgin Islands, and its subsidiaries (“Elevated Throne”) and operated the business in the agritech sector in the People’s Republic of China. The Company divested Elevated Throne to One Bio, Corp. (“ONE”) on April 14, 2010.

 

In March 2012, the Company became a wholly owned subsidiary of Global Funds Holdings Corp. (“Global Funds”) an Ontario, Canada corporation.corporation became a majority stockholder of the Company.

 

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. 

 

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

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 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.

 

 

  

 

 

 

 

 

In May 2017,June 2018, the FASB issued ASU 2017-09, Accounting Standard Update 2017-09, “Compensation – Stock Compensation (Topic 718)2018-07, “Improvements to Nonemployee Share-Based Payment Accounting”, Scopewhich simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of Modification Accounting”.the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The provisions provide guidance about which changes totake effect for public companies for fiscal years starting after December 15, 2018, including the terms or conditions of share-based payment awards require an entity to apply modification accounting in Topic 718. Theinterim periods within that fiscal year. For all other entities, the amendments in this update are effective for all entities for annual periodsfiscal years beginning after December 15, 2019, and interim periods within those annual periods,fiscal years beginning after December 15, 2017.2020. The Company believes that the adoption of this ASU 2017-09 willdid not have a material impact on the Company’s financial statements.

 

 

 

The financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently a public reorganized shell corporation and has no current business activity. The Company’s ability to continue as a going concern is dependent on continued support from Global Funds,a related party. This gives rise to substantial doubt about the majority stockholder.Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that may result from the outcome of this uncertainty. 

 

 

The Company relies on a related companyparty to advance funds to fund its operating expenses. TheAs of December 31, 2020 and 2019, the amounts advanced of $316,458 and $282,645 respectively are interest-free, unsecured and are repayable upon demand.

 

In addition, the Chief Executive Officer, Chief Financial Officer and Director of the Company is also a director of the related party.

 

 

 

 

 

As of December 31, 2017,2020, the Company had net operating loss carry forwards of $287,939approximately $910,000 that may be available to reduce future years’ taxable income through 2036 if not limited.2037 for approximately $876,000 and indefinitely for $34,000. 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 deferred tax asset and valuation allowance were reduced by approximately $1,000 to reflect the change in the federal tax rate from 34% to 21%.

 

The provision for Federal income tax consists of the following for the years ended December 31, 20172020 and December 31, 2016:2019:

 

 

  

 

None

 

 

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

 

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

 

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

 

 

 

 

As of December 31, 20172020, and as reported in the Registrant’s Form 10-K filing, management used the framework set forth in the report entitled “Internal Control – Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of our internal control over financial reporting. Based on its evaluation, management concluded that at December 31, 20172020 there were no material weakness and concluded that the internal control over financial reporting was effective. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

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

 

 

 

 

 

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and on representations that no other reports were required, no person required to file such a report, failed to file during fiscal 20172020 and 2016.2019.

 

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

 

 

The Company did not pay any compensation to its executive officers for the years ended December 31, 2011 to 2017.2020.

 

 

 

 

 

Certain Relationships

 

Related Transactions

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

 

 

 

 

None