UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934_______________________
(Mark One)
| þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal Quarterquarterly period ended June 30, 20112012
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. LIMITED, LTD.
(Exact Name of Registrant as Specified In Its Charter)
in its charter)
| Delaware | | |
(State or Other Jurisdictionother jurisdiction of Incorporationincorporation or Organization)organization) | | (I.R.S. Employer Identification No.) |
19950 West Country Club Drive, Suite 100,Aventura, Florida | | |
19950 W. Country Club Drive, Suite 100, Aventura, FL | | 33180 |
(Address of Principal Executive Offices)principal executive offices) | | (Zip Code) |
1 305 328 8662
(305) 328-8662(Registrant's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Act
NONERegistrant’s telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
_____________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the act. Yes o No þ
Indicate by check mark whether the registrant: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 pastpreceding 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”,filer,” “accelerated filer” and “smaller reporting company” in rule 12-b-2Rule 12b-2 of the Exchange Act. (Check One)one):
Large Accelerated Fileraccelerated filer | o | Accelerated Filerfiler | o |
Non-accelerated Filer filer | o | Smaller Reporting Companyreporting company | þ |
| (Do not check if a smaller company) | þ | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act Rule 12b-2).Act) Yes oþ No þ¨
The number of shares of common stock outstanding as of August 12, 201113, 2012 was 20,006,402..
TABLE OF CONTENTS
| | | Page Number | |
PART I | FINANCIAL INFORMATION | | | |
| PART I FINANCIAL INFORMATION | | 1 | |
| | | | |
| Item 1. | Financial Statements | 4 | | 1 | |
| | | | | |
| | Condensed Balance Sheets as of June 30, 20112012 (Unaudited) and December 31, 20102011 (Audited) | 4 | | 1 | |
| | | | | |
| | Condensed Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 20112012 and 20102011 (Unaudited) | 5 | | 2 | |
| | | | | |
| | Condensed Statements of Cash Flows for the Six Months Ended June 30, 20112012 and 20102011 (Unaudited) | 6 | | 3 | |
| | | | | |
| | Notes to the Condensed Financial Statements (Unaudited) | 7 | | 4 | |
| | | | | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 | | 6 | |
| | | | | |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 12 | | 7 | |
| | | | | |
| Item 4. | Controls and Procedures | 12 | | 7 | |
| | | |
PART II | OTHER INFORMATION | |
| PART II OTHER INFORMATION | | | 8 | |
| | | | | |
| Item 1. | Legal Proceedings | 13 | | 8 | |
| | | | | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 | | 8 | |
| | | | | |
| Item 3. | Defaults upon Senior Securities | 13 | | 8 | |
| | | | | |
| Item 4. | Reserved | 13 | | 8 | |
| | | | | |
| Item 5. | Other Information | 13 | | 8 | |
| | | | | |
| Item 6. | Exhibits | 13 | | 8 | |
| | | | | |
| SIGNATURES | | 14 | 9 | |
INTERIM FINANCIAL STATEMENTS
The interim unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions forunder Regulation S-X of the Securities and Exchange Commission (“SEC”) Form 10-Q. TheyAccordingly, 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 consolidated financial statements and notes thereto for the year ended December 31, 2010.2011.
The condensed 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 fiscalreporting period end. The results of operations for the fiscalreporting 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.
PART I | FINANCIAL INFORMATION |
PART IFINANCIAL INFORMATION
ITEM 1. | FINANCIAL STATEMENTS |
ITEM 1.FINANCIAL STATEMENTS
Green Planet Bioengineering Co., Ltd.
| | | June 30, | | December 31, | |
| | | 2011 | | | 2010 | |
| | | | | | | |
| ASSETS |
| Current assets | | | | | | |
| Cash and cash equivalents | | $ | 668 | | | $ | 668 | |
| Prepaid expense and other receivables | | | 4,417 | | | | 4,417 | |
| | | | | |
| TOTAL CURRENT ASSETS/TOTAL ASSETS | | $ | 5,085 | | | $ | 5,085 | |
| | | | | | | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
| | | | | | | | | |
| LIABILITIES | | | | | | | | |
| Current liabilities | | | | | | | | |
| Trade payables | | $ | 88,500 | | | $ | 88,500 | |
| Other payables and accrued liabilities | | | 2,723 | | | | 2,723 | |
| Amount due to a related party | | | 81,884 | | | | 69,170 | |
| | | | | |
| TOTAL CURRENT LIABILITIES/TOTAL LIABILITIES | | | 173,107 | | | | 160,393 | |
| | | | | | | | | |
| SHAREHOLDERS’ EQUITY | | | | | | | | |
| | | | | | | | | |
| Preferred stock: par value of $0.001 per share | | | | | | | | |
| Authorized: 10,000,000 shares at June 30, 2011 and December 31, 2010 | | | | | | | | |
| Issued and outstanding: 0 shares at June 30, 2011 and December 31, 2010 | | | - | | | | - | |
| Common stock: par value of $0.001 per share | | | | | | | | |
| Authorized: 250,000,000 shares at June 30, 2011 and December 31, 2010 | | | | | | | | |
| Issued and outstanding: 20,006,402 shares at June 30, 2011 and December 31, 2010 | | | 20,006 | | | | 20,006 | |
| Additional paid-in-capital | | | 431,025 | | | | 431,025 | |
| Retained earnings | | | (619,053 | ) | | | (606,339 | ) |
| | | | | |
| TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) | | | (168,022 | ) | | | (155,308 | ) |
| | | | | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 5,085 | | | $ | 5,085 | |
| | | June 30, | | | December 31, | |
| | | 2012 | | | 2011 | |
| | | | | | | |
| ASSETS | | | | | | |
| Current assets | | | | | | |
| Cash and cash equivalents | | $ | - | | | $ | 668 | |
| | | | | | | | | |
| TOTAL ASSETS | | $ | - | | | $ | 668 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | |
| LIABILITIES | | | | | | | | |
| Current liabilities | | | | | | | | |
| Accounts payable | | $ | 2,420 | | | $ | 47,494 | |
| Other payables and accrued liabilities | | | 8,100 | | | | 15,000 | |
| Amount due to a related party | | | 5,250 | | | | 116,095 | |
| | | | | | | | | |
| TOTAL LIABILITIES | | | 15,770 | | | | 178,589 | |
| | | | | | | | | |
| STOCKHOLDERS’ DEFICIT | | | | | | | | |
| Preferred stock: par value of $0.001 per share | | | | | | | | |
| Authorized: 10,000,000 shares at June 30, 2012 and December 31, 2011 | | | | | | | | |
| Issued and outstanding: None at June 30, 2012 and December 31, 2011 | | | - | | | | - | |
| Common stock: par value of $0.001 per share | | | | | | | | |
| Authorized: 250,000,000 shares at June 30, 2012 and December 31, 2011 | | | | | | | | |
| Issued and outstanding: 20,006,402 shares at June 30, 2012 and | | | | | | | | |
| December 31, 2011 | | | 20,006 | | | | 20,006 | |
| Additional paid-in-capital | | | 431,025 | | | | 431,025 | |
| Accumulated deficit | | | (466,801 | ) | | | (628,952 | ) |
| | | | | | | | | |
| TOTAL STOCKHOLDERS’ DEFICIT | | | (15,770 | ) | | | (177,921 | ) |
| | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | | $ | - | | | $ | 668 | |
See Notes to the Condensed Financial Statements
Green Planet Bioengineering Co., Ltd.
Condensed Statements of Income and Comprehensive Income
| | | Three months ended June 30, | | | Six months ended June 30, | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| | | | | | | | | | | | | |
| Administrative expenses | | $ | (11,924 | ) | | $ | (21,559 | ) | | $ | (12,714 | ) | | $ | (26,096 | ) |
| Finance costs | | | - | | | | (58,750 | ) | | | - | | | | (58,750 | ) |
| Other income | | | - | | | | - | | | | - | | | | 90 | |
| Loss on reorganization of subsidiaries | | | - | | | | (14,142 | ) | | | - | | | | (14,142 | ) |
| | | | | | | | | | | | | | | | | |
| Loss from continuing operations | | | (11,924 | ) | | | (94,451 | ) | | | (12,714 | ) | | | (98,898 | ) |
| Discontinued operations | | | - | | | | - | | | | - | | | | 949,195 | |
| | | | | | | | | | | | | | | | | |
| Net (loss) income | | $ | (11,924 | ) | | $ | (94,451 | ) | | $ | (12,714 | ) | | $ | 850,297 | |
| | | | | | | | | | | | | | | | | |
| Earnings per share | | | | | | | | | | | | | | | | |
| -Basic | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | 0.04 | |
| -Diluted | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | 0.04 | |
| | | | | | | | | | | | | | | | | |
| Weighted average number of shares outstanding | | | | | | | | | | | | | | | | |
| -Basic | | | 20,006,402 | | | | 20,006,402 | | | | 20,006,402 | | | | 20,006,402 | |
| -Diluted | | | 20,159,001 | | | | 22,709,501 | | | | 20,159,001 | | | | 22,709,501 | |
| | | | | | | | | | | | | | | | | |
| STATEMENT OF COMPREHENSIVE INCOME | | | | | | | | | | | | | | | | |
| Net (loss) income | | $ | (11,924 | ) | | $ | (94,451 | ) | | $ | (12,714 | ) | | $ | 850,297 | |
| Other comprehensive income | | | | | | | | | | | | | | | | |
| Unrealized foreign currency gain | | | - | | | | - | | | | - | | | | 618 | |
| | | | | | | | | | | | | | | | | |
| Comprehensive (loss) income | | $ | (11,924 | ) | | $ | (94,451 | ) | | $ | (12,714 | ) | | $ | 850,915 | |
| | | Three months ended June 30, | | | Six months ended June 30, | |
| | | 2012 | | | 2011 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | | |
| Administrative expenses | | $ | (9,479 | ) | | $ | (11,924 | ) | | $ | (16,438 | ) | | $ | (12,714 | ) |
| Gain from extinguishment of debt | | | - | | | | - | | | | 178,589 | | | | - | |
| | | | | | | | | | | | | | | | | |
| Income (loss) before taxes | | | (9,479 | ) | | | (11,924 | ) | | | 162,151 | | | | (12,714 | ) |
| Provision for income taxes | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | |
| Net income (loss) | | $ | (9,479 | ) | | $ | (11,924 | ) | | $ | 162,151 | | | $ | (12,714 | ) |
| | | | | | | | | | | | | | | | | |
| Earnings per share | | | | | | | | | | | | | | | | |
| -Basic | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.01 | | | $ | 0.00 | |
| -Diluted | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.01 | | | $ | 0.00 | |
| | | | | | | | | | | | | | | | | |
| Weighted average number of shares outstanding | | | | | | | | | | | | | | | | |
| -Basic | | | 20,006,402 | | | | 20,006,402 | | | | 20,006,402 | | | | 20,006,402 | |
| -Diluted | | | 20,159,001 | | | | 20,159,001 | | | | 20,159,001 | | | | 20,159,001 | |
See Notes to the Condensed Financial Statements
Green Planet Bioengineering Co., Ltd.
Condensed Statements of Cash Flows
| | | Six months ended June 30, | |
| | | 2011 | | | 2010 | |
| | | | | | | | | |
| Cash flows from operating activities | | | | | | | | |
| Net loss from continuing operations | | $ | (12,714 | ) | | $ | (98,898 | ) |
| Discontinued operations | | | - | | | | 949,195 | |
| Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | |
| Convertible loan discount | | | - | | | | 41,250 | |
| Loss on reorganization of subsidiaries | | | - | | | | (14,142 | ) |
| Changes in operating assets and liabilities: | | | | | | | | |
| Other payables and accrued liabilities | | | - | | | | 25,916 | |
| Amount due to a related party | | | 12,714 | | | | 17,500 | |
| | | | | | | | | |
| Net cash flows provided by operating activities | | | - | | | | 920,821 | |
| | | | | | | | | |
| Cash flows from investing activities | | | - | | | | - | |
| | | | | | | | | |
| Cash flows from financing activities | | | | | | | | |
| Conversion of convertible loan | | | - | | | | (300,000 | ) |
| | | | | | | | | |
| Net cash flows used in financing activities | | | - | | | | (300,000 | ) |
| | | | | | | | | |
| Discontinued operations | | | | | | | | |
| Operating cash flows | | | - | | | | (1,411,928 | ) |
| | | | | | | | | |
| Net cash flows used by discontinuing operations | | | - | | | | (1,411,928 | ) |
| | | | | | | | | |
| Net decrease in cash and cash equivalents | | | - | | | | (791,107 | ) |
| Cash and cash equivalents – beginning of period | | | 668 | | | | 791,775 | |
| | | | | | | | | |
| Cash and cash equivalents – end of period | | $ | 668 | | | $ | 668 | |
| | | | | | | | | |
| Supplemental disclosures for cash flow information: | | | | | | | | |
| Continuing operations | | | | | | | | |
| Cash paid for interest | | $ | - | | | $ | 58,750 | |
| Discontinued operations | | | | | | | | |
| Cash paid for interest | | $ | - | | | $ | 34,578 | |
| Cash paid for income taxes | | $ | - | | | $ | 588,803 | |
| | | | | | | | | |
| Supplemental disclosures for non-cash activity: | | | | | | | | |
| Cancellation of preferred stock | | $ | - | | | $ | 5 | |
| | | Six months ended June 30, | |
| | | 2012 | | | 2011 | |
| | | | | | | |
| Cash flows from operating activities | | | | | | |
| Net income (loss) | | $ | 162,151 | | | $ | (12,714 | ) |
| Adjustments to reconcile net income (loss) to net cash used by operating activities: | | | | | | | | |
| Gain from extinguishment of debt | | | (178,589 | ) | | | - | |
| Changes in operating assets and liabilities: | | | | | | | | |
| Accounts payable | | | 2,420 | | | | - | |
| Other payables and accrued liabilities | | | 8,100 | | | | - | |
| Amount due to a related party | | | 5,250 | | | | 12,714 | |
| | | | | | | | | |
| Net cash flows used by operating activities | | | (668 | ) | | | - | |
| | | | | | | | | |
| Cash flows from investing activities | | | - | | | | - | |
| | | | | | | | | |
| Cash flows from financing activities | | | - | | | | - | |
| | | | | | | | | |
| Net decrease in cash | | | (668 | ) | | | - | |
| Cash and cash equivalents – beginning of period | | | 668 | | | | 668 | |
| | | | | | | | | |
| Cash and cash equivalents – end of period | | $ | - | | | $ | 668 | |
| | | | | | | | | |
| Supplemental disclosures for cash flow information: | | | | | | | | |
| Cash paid for interest | | $ | - | | | $ | - | |
| Cash paid for income taxes | | $ | - | | | $ | - | |
See Notes to the Condensed Financial Statements
Green Planet Bioengineering Co., LtdLtd.
Notes to the Condensed Financial Statements
(Unaudited)
(Stated in US Dollars)
1. Organization
General Overview1. Organization
Green Planet Bioengineering Co., Ltd, (the “Company” or “Corporation” or “Green Planet”), formerly known as
Mondo Acquisition II, Inc,Inc. was incorporated in the State of Delaware on October 30, 2006.
As previously reported2006 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 our Annual Report on Form 10-K for the year ended December 31, 2010 that ONEBritish Virgin Islands, and its subsidiaries which was subsequently divested to One Bio, Corp (“ONE”) now owns 100% of Elevated Throne and its subsidiaries which constitutes essentially all former operations of Green Planet,on April 14, 2010.
In March 2012, the Company will remain a subsidiary ofreported that ONE and operate as a public reorganizedhas sold its entire stockholding in the Company to Global Fund Holdings Corp. an Ontario, Canada corporation withwhich became the business purpose to acquire or merge with an existing business operation.new majority stockholder.
2. Summary of significant accounting policies
Basis of Presentation
The condensed 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 fiscalreporting period end. The results of operations for the fiscalreporting period end are not necessarily indicative of the results to be expected for future quarters or the full fiscal year. Certain prior period balances have been reclassified to conform to current period’s presentation.
Use of estimates
In preparing the condensed 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.
Going Concern
The condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently a public reorganized corporation and has no current business activity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
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.
Earnings per share
Earnings (loss) per common share is reported in accordance with ASC Topic 260 “Earnings“Earnings per Share”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 loss per common share 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.
Recent Changes in Accounting StandardsPronouncements
The Financial Accounting Standards Board (the “FASB”) has codified a single source of U.S. GAAP, the Accounting Standards Codification™. Unless needed to clarify a point to readers, we will refrain from citing specific section references when discussing application of accounting principles or addressing new or pending accounting rule changes. There are noManagement does not believe that any recently issued, but not yet effective accounting standards that are expected topronouncements, if adopted, would have a material effect on ourthe accompanying financial condition, results of operations or cash flows.statements.
A variety3. 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 corporation and has no current business activity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
4. Gain from extinguishment of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Becausedebt
According to the terms of the tentativeStock Purchase Agreement dated March 2, 2012 pertaining to divestment of the Company by ONE, the prior period total liabilities of $178,589 was assumed by ONE and, preliminary natureas a result, is no longer payable by the Company. Accordingly, the amount has been recorded as a gain from extinguishment of these proposed standards, management has not determined whether implementation of such proposed standards would be material to the Company’s financial statements.debt.
Green Planet Bioengineering Co., Ltd
Notes to the Condensed Financial Statements
(Unaudited)
(Stated in US Dollars)
| | | Three months ended June 30, | | | Six months ended June 30, | |
| | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| | | | | | | | | | | | | |
| Bank loan interest | | $ | - | | | $ | 27,583 | | | $ | - | | | $ | 62,161 | |
| Amortization of loan discount | | | - | | | | 41,250 | | | | - | | | | 82,500 | |
| Interest on convertible loan | | | - | | | | 7,500 | | | | - | | | | 15,000 | |
| Bank charges | | | - | | | | 325 | | | | - | | | | 1,400 | |
| Exchange loss | | | - | | | | 2,600 | | | | - | | | | 3,656 | |
| | | | | | | | | | | | | | | | | |
| | | | - | | | | 79,258 | | | | - | | | | 164,717 | |
| Less: Amount reported in discontinued operations | | | - | | | | (20,508 | ) | | | - | | | | (105,967 | ) |
| | | | | | | | | | | | | | | | | |
| | | $ | - | | | $ | 58,750 | | | $ | - | | | $ | 58,750 | |
4. Amount due to a related party
The amount is interest-free, unsecured and repayable on demand.
5. CommonPreferred stock and preferred/ Common stock
Common stock
The Company did not issue any common stock or warrants for the six months ended June 30, 2011. In addition, none of the warrants issued and outstanding were exercised during the same period. The par value of the Company’s common stock is $0.001 per share.
Series A preferredPreferred stock
The Company is authorized under its Articles of Incorporation to issue 10,000,00010 million shares of Series A preferred stock with a par value of $0.001 per share. Each share of the Company’s preferred stock provides the holder with the right to vote 1,000 votes on all matters submitted to a vote of the shareholdersstockholders 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.
8The Company is authorized to issue 250 million shares of common stock with a par value of $0.001 per share. During the three months ended June 30, 2012, the Company did not issue any shares of common stock or warrants.
Green Planet Bioengineering Co., Ltd
Notes to the Condensed Financial Statements
6. Stock-based compensation
There was no non-cash stock-based compensation recognized for the three and six months ended June 30, 20112012 and 2010.2011.
There was no warrants activity during the six months ended June 30, 2011.2012. See below chart referencing outstanding warrants as of June 30, 2011:2012:
| | | | | | | | | Weighted- | | | | |
| | | | | | Weighted- | | | Average | | | | |
| | | | | | Average | | | Remaining | | | Aggregate | |
| | | | | | Exercise | | | Contractual | | | Intrinsic | |
| | | Shares | | | Price | | | Term (in years) | | | Value | |
| | | | | | | | | | | | | |
| Outstanding at January 1, 2011 | | | 152,599 | | | $ | 0.001 | | | | 2.8 | | | $ | - | |
| Issued | | | - | | | | - | | | | - | | | | - | |
| | | | | | | Weighted- | | | | | | | |
| | | | | | | Average | | | Remaining | | | Aggregate | |
| | | | | | | Exercise | | | Contractual | | | Intrinsic | |
| | | | Shares | | | Price | | | Term (in years) | | | Value | |
| | | | | | | | | | | | | | |
| Outstanding at January 1, 2012 | | | | 152,599 | | | $ | 0.001 | | | | 1.8 | | | $ | - | |
| Issued | | | | - | | | | - | | | | - | | | | - | |
| Exercised | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Forfeited/cancelled | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Outstanding at June 30, 2011 | | | 152,599 | | | $ | 0.001 | | | | 2.3 | | | $ | - | | |
| Outstanding at June 30, 2012 | | | | 152,599 | | | $ | 0.001 | | | | 1.3 | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exercisable at June 30, 2011 | | | 152,599 | | | $ | 0.001 | | | | 2.3 | | | $ | - | | |
| Exercisable at June 30, 2012 | | | | 152,599 | | | $ | 0.001 | | | | 1.3 | | | $ | - | |
Green Planet Bioengineering Co., Ltd
Notes to the Condensed Financial Statements
The following information applies to warrants outstanding and exercisable at June 30, 2011:2012:
| | | Warrants Outstanding | | Warrants Exercisable | | | | Warrants Outstanding | | | Warrants Exercisable | |
| | | | | Weighted- | | | | | | | | | | | | | Weighted- | | | | | | | | | | |
| | | | | Average | | Weighted- | | | | Weighted- | | | | | | | Average | | | Weighted- | | | | | | Weighted- | |
| | | | | Remaining | | Average | | | | Average | | | | | | | Remaining | | | Average | | | | | | Average | |
| | | | | Contractual | | Exercise | | | | Exercise | | | | | | | Contractual | | | Exercise | | | | | | Exercise | |
| Exercise price | | Shares | | Term (in years) | | Price | | Shares | | Price | Exercise price | | | Shares | | | Term (in years) | | | Price | | | Shares | | | Price | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $0.001 | | 152,599 | | 2.3 | | $0.001 | | 152,599 | | $0.001 | |
| $ | | 0.001 | | | | 152,599 | | | | 1.3 | | | $ | 0.001 | | | | 152,599 | | | $ | 0.001 | |
The fair value of the above 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.
7. Commitments and contingencies
None
8. Segment information
Segment information reporting under ASC Topic 280-10 “Segment Reporting” for the Company is no longer applicable as the Company has no business operations.
9. Related party transactions
During the six months ended June 30, 2011, the Company has an increase in an amount due to a related party of $12,714. For the three months and six months ended June 31, 2011, the Company did not pay any rental expenses to an entity in which a stockholder who is also the Chief Executive Officer and Director of the Company, has a beneficial interest. For the same periods last year, the amounts of rental expenses paid were $0 and $4,711 respectively.
10. Subsequent event
On July 20, 2011, the Company filed a Definitive Information Statement on Schedule 14C which describes fully the exercise of the option by One Bio, Corp. pursuant to the Option Agreement dated April 14, 2010 to acquire 100% of the stock of Elevated Throne Overseas Ltd.
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General Overview
As previously reported in the Form 10-K for the year ended December 31, 2010 that ONE Bio, Corp (“ONE”) now owns 100% of Elevated Throne and its subsidiaries which constitutes essentially all former operations of Green Planet, theThe Company will remain a subsidiary of ONE and operateoperates as a public reorganized corporation with the business purpose to acquire or merge with an existing business operation.
Results of Operations and Financial Condition for the three months and six months ended June 30, 2011, versus2012, as compared to the three months and six months ended June 30, 20102011
The Company had no active business operations for the three months and six months ended June 30, 2012 and June 30, 2011. Accordingly, there is no information for those periods to be comparedExpenses consist of accounting, legal and filing fees. On March 2, 2012, the Company was divested by our former majority stockholder, One Bio, Corp (“ONE”) and according to the three months and six months ended June 30, 2010.terms of the Stock Purchase Agreement executed between the willing parties, all the debts of the Company as of the closing date were assumed by ONE. As a result, the Company recorded $178,589 as a gain from extinguishment of debt.
Liquidity and capital resources
The Company had no active business operations for the three months and six months ended June 30, 2011.2012. Accordingly, the Company had no liquidity and capital resources for those periods.
Risk factors
The Company had no active business operations for the three months and six months ended June 30, 2011.Critical Accounting Policies
The Company’s critical accounting policies are still being applied despite that the Company has no ongoing business operations.
Subsequent Event
On July 20, 2011, the Company filed a Definitive Information Statement on Schedule 14C pursuant to the exercise of the option by One Bio, Corp. under the Option Agreement dated April 14, 2010 to acquire 100% of the stock of Elevated Throne Overseas Ltd. This transaction has been fully described in our Annual Report under Form 10-K for the year ended December 31, 2010.
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.
Recent Accounting Pronouncements
The Financial Accounting Standards Board (the “FASB”) has codified a single source of U.S. Generally Accepted Accounting Principles (GAAP), the Accounting Standards Codification™. Unless needed to clarify a point to readers, we will refrain from citing specific section references when discussing application of accounting principles or addressing new or pending accounting rule changes. There are no recently issued accounting standards that are expected to have a material effect on our financial condition, results of operations or cash flows.
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 consolidated financial statements.
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, 2010.2011.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. | CONTROLS AND PROCEDURES |
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure ControlControls and Procedures
DisclosureOur management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures are controls and other procedures that are designedpursuant to ensure that information required to be disclosed in company reports filed or submittedRule 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 reporting 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 “ExchangeExchange Act” is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controlsforms, and procedures include without limitation, controls and procedures designed to ensure that such information required to be disclosed in company reports filed or submitted under the Exchange Act 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.
The Company’s management with the participation of the Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of the period reporting date. Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective and did not note any material weakness.
Management’s Report onChanges in Internal Control overOver Financial Reporting
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:
i. | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
ii. | 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 |
iii. | 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. |
As of the period reporting date 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 the period reporting date there wasThere 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 most recently completed fiscal quarter, there has been no changechanges in our internal control over financial reporting that hasoccurred during the quarter ended June 30, 2012 that have materially affected, or isare 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.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 5. OTHER INFORMATION
31 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-OxleytheSarbanes-Oxley Act of 2002 |
| Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350Section1350 |
SIGNATURES
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 15th20th day of August, 2011.2012.
| | GREEN PLANET BIOENGINEERING CO., LTD. | |
| | | | |
Date: August 15, 201120, 2012 | By: | /s/ Min ZhaoJordan Weingarten | |
| | | Min Zhao, | |
| | Jordan Weingarten President and Chief ExecutiveFinancial Officer | |
| | | (Principal Executive Officer and | |
| | Principal Financial Officer) | |