UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

x ☒     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2017March 31, 2021

 

¨ ☐     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

 

For the transition period from _____________________ to _________

 

Commission File No. No. 000-55210

 

GREEN VISION BIOTECHNOLOGY CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

 

7380

 

98-1060941

(State or Other Jurisdiction

of Incorporation or Organization)

(Primary Standard Industrial

Classification Number)

 

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

 

Rooms 1505-06, The Center, 99 Queen’s1804-06, 18/F., Wing On House, 71 Des Voeux Road Central,

Hong Kong SAR, China

852-94929967

(Address and telephone of principal executive offices)

 

Copies to:Securities registered pursuant to Section 12(b) of the Exchange Act: None.

 

Matthew McMurdo, Esq.

McMurdo Law Group, LLC

1185 AvenueSecurities registered pursuant to Section 12(g) of the Americas

3rd Floor

New York, New York 10036

917-318-2885Exchange Act:

 

Common stock, par value $0.001 per share.

(Title of class)

Former address: 1255 W, Rio Salado Parkway, Suite 215, Tempe, Arizona, 85281

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 x ☐     No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 x ☐     No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

Accelerated filer

¨☐ 

Non-accelerated filer

¨

Smaller reporting company

 

Emerging growth company

x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o ☐     No x

 

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

 

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☒    No ☐

Yes x

No omarket value has been computed as of March 31, 2021 based upon the fact that no active trading market has been established.

 

Applicable Only to Corporate Issuers:

 

Indicate the number of shares outstanding of each of issuer’s classes of common stock, as of the most practicable date: As of September 30, 2017,25, 2021, there were 160,790,000 shares of Common Stock of the issuer outstanding.

 

 

 

TABLE OF CONTENTS

 

 

Page

 

PART I.

FINANCIAL INFORMATION

 

Item 1.

Financial Statements (Unaudited)

 

3

 

Consolidated Balance Sheets as of September 30, 2017March 31, 2021 and December 31, 20162020

 

3

 

 

Consolidated Statements of Operations for the three months ended March 31, 2021 and nine months ended September 30, 2017 and 20162020

 

4

 

Consolidated Statements of Stockholders’ Deficit and Comprehensive Loss as of September 30, 2017March 31, 2021

 

5

 

Consolidated Statements of Cash Flows for the ninethree months ended September 30, 2017March 31, 2021 and 20162021

 

6

 

Notes to Consolidated Financial Statements

 

7

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

25

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

3129

 

Item 4.

Controls and Procedures

 

3129

 

PART II.

OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

3231

 

Item 1A.

Risk Factors

 

32

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

32

 

Item 3.

Defaults Upon Senior Securities

 

32

 

Item 4.

Mine Safety Disclosures

 

32

 

Item 5.

Other Information

 

32

 

Item 6.

Exhibits

 

33

 

Signatures

 

34

 

 
2

Table of Contents

  

PART I. FINANCIAL INFORMATION

ITEM: 1 FINANCIAL STATEMENTS

 

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

Note

 

September 30, 

2017

 

 

December 31,

2016

 

 

 

(Unaudited)

 

(Audited)

 

 

Note

 

March 31,
2021

 

 

December 31,
2020

 

ASSETS

 

 

 

 

 

 

 

 

 

(Unaudited)

 

(Audited)

 

Cash and cash equivalents

 

 

 

$59,532

 

$518,849

 

 

 

 

$231,549

 

$26,734

 

Accounts receivable, net of allowance for doubtful accounts

 

 

 

443,356

 

791,800

 

 

 

 

0

 

0

 

Inventories, net

 

6

 

273,991

 

231,976

 

 

7

 

1,969

 

0

 

Advance to suppliers

 

 

 

46,327

 

53,220

 

 

 

 

23,415

 

22,364

 

Other receivables

 

3

 

371,275

 

106,149

 

 

4

 

 

820

 

 

 

1,822

 

Amount due from related parties

 

10

 

 

-

 

 

 

1,814,133

 

Total current assets

 

 

 

 

1,194,481

 

 

 

3,516,127

 

 

 

 

 

257,753

 

 

 

50,920

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant equipment, net

 

4

 

3,072,163

 

3,117,449

 

Property, plant and equipment, net

 

5

 

2,124,583

 

2,162,624

 

Construction in progress

 

 

 

0

 

0

 

Intangible assets

 

5

 

884,984

 

864,981

 

 

6

 

814,948

 

822,006

 

Long term lease prepayment

 

 

 

 

20,005

 

 

 

20,005

 

 

 

 

0

 

0

 

Restricted cash

 

 

 

 

836

 

 

 

820

 

Total non-current assets

 

 

 

 

3,977,152

 

 

 

4,002,435

 

 

 

 

 

2,940,367

 

 

 

2,985,450

 

TOTAL ASSETS

 

 

 

$5,171,633

 

 

$7,518,562

 

 

 

 

$3,198,120

 

 

$3,036,370

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

 

$126,971

 

$146,222

 

 

 

 

$27,242

 

$27,272

 

Advances from customer

 

 

 

15

 

11,511

 

 

 

 

7,360

 

15

 

Accrued expenses

 

 

 

89,597

 

100,883

 

 

 

 

314,119

 

275,832

 

Accrued payroll

 

 

 

15,938

 

17,677

 

 

 

 

13,142

 

13,194

 

Other payables

 

8

 

207,852

 

183,212

 

 

9

 

256,809

 

255,145

 

Other tax payables

 

 

 

67

 

27,233

 

 

 

 

0

 

5,879

 

Amount due to related parties

 

10

 

5,273,343

 

6,419,136

 

 

11

 

5,776,668

 

5,745,866

 

Amount due to shareholder

 

 

 

 

3,916,473

 

 

3,943,856

 

 

 

 

 

4,321,501

 

 

 

4,127,708

 

Total current liabilities

 

 

 

 

9,630,256

 

 

 

10,849,730

 

 

 

 

 

10,716,841

 

 

 

10,450,911

 

TOTAL LIABILITIES

 

 

 

$9,630,256

 

 

$10,849,730

 

 

 

 

$10,716,841

 

 

$10,450,911

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.001 par value per share, authorized 750,000,000 and 750,000,000 shares, issued and outstanding 160,790,000 and 100,000,000 shares at June 30, 2017, and December 31, 2016 respectively

 

 

 

160,790

 

100,000

 

Common stock, $0.001 par value per share, authorized 750,000,000 and 750,000,000 shares, issued and outstanding 160,790,000 shares at March 31, 2021, and December 31, 2020 respectively

 

 

 

160,790

 

160,790

 

Additional paid-in capital

 

 

 

(282,209)

 

(57,120)

 

 

 

(282,209)

 

(282,209)

Accumulated other comprehensive loss

 

 

 

(85,504)

 

(174,098)

 

 

 

(153,410))

 

(155,163)

Accumulated deficit

 

 

 

 

(4,251,700)

 

 

(3,199,950)

 

 

 

 

(7,243,892)

 

 

(7,137,959)

TOTAL STOCKHOLDERS’ DEFICIT

 

 

 

 

(4,458,623)

 

 

(3,331,168)

 

 

 

 

(7,518,721)

 

 

(7,414,541)

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

$5,171,633

 

 

$7,518,562

 

 

 

 

$3,198,120

 

 

$3,036,370

 

 

See accompanying notes to unaudited consolidated financial statements

 

 
3

Table of Contents

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

 

Note

 

 

Three Months Ended

Sept 30,

2017

 

 

Three Months Ended

Sept 30,

2016

 

 

Nine Months

Ended

Sept 30, 

2017

 

 

Nine Months

Ended

Sept 30,

2016

 

 

 

 

 

 

$

 

 

$

 

 

$

 

 

$

 

Revenue, net

 

 

 

 

 

 

16,234

 

 

 

120,538

 

 

 

121,088

 

 

 

1,232,111

 

Cost of goods sold

 

 

 

 

 

 

10,455

 

 

 

98,462

 

 

 

74,615

 

 

 

940,962

 

Gross profit

 

 

 

 

 

 

5,779

 

 

 

22,076

 

 

 

46,473

 

 

 

291,149

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling expenses

 

 

 

 

 

 

38,405

 

 

 

14,437

 

 

 

51,615

 

 

 

64,248

 

General and administrative expenses

 

 

 

 

 

 

568,964

 

 

 

214,650

 

 

 

1,041,981

 

 

 

777,447

 

Total operating expenses

 

 

 

 

 

 

607,369

 

 

 

229,087

 

 

 

1,093,596

 

 

 

841,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

 

 

 

 

(601,590)

 

 

(207,011)

 

 

(1,047,123)

 

 

(550,546)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-operating income(expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

 

117

 

 

 

63

 

 

 

117

 

 

 

63

 

Interest expenses

 

 

 

 

 

 

(612)

 

 

(441)

 

 

(2,481)

 

 

(2,787)

Other income

 

 

 

 

 

 

(1,485)

 

 

75,986

 

 

 

1,265

 

 

 

77,999

 

Other expense

 

 

 

 

 

 

(108)

 

 

69

 

 

 

(3,528)

 

 

(13,467)

Total non-operating income(expense)

 

 

 

 

 

 

(2,088)

 

 

75,677

 

 

 

(4,627)

 

 

61,808

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) before income taxes

 

 

 

 

 

 

(603,678)

 

 

(131,334)

 

 

(1,051,750)

 

 

(488,738)

Income taxes

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

 

 

 

 

 

(603,678)

 

 

(131,334)

 

 

(1,051,750)

 

 

(488,738)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss statement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

(603,678)

 

 

(131,334)

 

 

(1,051,750)

 

 

(488,738)

Foreign currency translation adjustment

 

 

 

 

 

 

18,225

 

 

 

(50,597)

 

 

88,594

 

 

 

(94,767)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

 

 

 

 

 

(585,453)

 

 

(181,931)

 

 

(963,156)

 

 

(583,505)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share of common stock

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-Basic

 

 

 

 

 

 

(0.38)cents

 

 

(0.13)cents

 

 

(0.80)cents

 

 

(0.49)cents

-Diluted

 

 

 

 

 

 

(0.38)cents

 

 

(0.13)cents

 

 

(0.80)cents

 

 

(0.49)cents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common stock

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-Basic

 

 

 

 

 

 

160,790,000

 

 

 

100,000,000

 

 

 

131,619,707

 

 

 

100,000,000

 

-Diluted

 

 

 

 

 

 

160,790,000

 

 

 

100,000,000

 

 

 

131,619,707

 

 

 

100,000,000

 

 

 

Note

 

 

Three Months Ended

March 31,

2021

 

 

Three Months Ended

March 31,

2020

 

 

 

 

 

$

 

 

 $

 

Revenue, net

 

 

 

 

$64,473

 

 

$39,784

 

Cost of Sales

 

 

 

 

 

32,753

 

 

 

55,186

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross (loss)/ profit

 

 

 

 

$31,720

 

 

$(15,402)

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Selling expenses

 

 

 

 

 

(25,280)

 

 

(1,362)

General and administrative expenses

 

 

 

 

 

(113,330)

 

 

(79,458)

 

 

 

 

 

 

 

 

 

 

 

 

(Loss)/income from operations

 

 

 

 

$(106,890)

 

$(96,222)

 

 

 

 

 

 

 

 

 

 

 

 

Non-operating income (expense)

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

4

 

 

 

3

 

Interest expense

 

 

 

 

 

(510)

 

 

(950)

Other income

 

 

 

 

 

1,484

 

 

 

90,624

 

Other expense

 

 

 

 

 

(21)

 

 

(16,847)

 

 

 

 

 

 

 

 

 

 

 

 

(Loss)/income before income taxes

 

 

 

 

$(105,933)

 

$(23,392)

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)/income from continuing operations

 

 

 

 

 

 

 

 

 

 

 

Net (loss)/income from discontinued operations

 

 

 

 

 

0

 

 

 

0

 

Income tax

 

 

12

 

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)/income

 

 

 

 

 

$(105,933)

 

$(23,392)

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interest

 

 

 

 

 

 

0

 

 

 

0

 

Net loss attributable to the Company

 

 

 

 

 

$(105,933)

 

$(23,392)

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

1,753

 

 

 

(9,906)

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

 

14

 

 

$(104,180)

 

$(33,298)

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share of common stock - Basic and diluted

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

 

10

 

 

$(0.066cents)

 

$(0.015cents)

Discontinued operations

 

 

10

 

 

$0

 

 

$0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding -basic and diluted

 

 

 

 

 

 

160,790,000

 

 

 

160,790,000

 

 

See accompanying notes to unaudited consolidated financial statements

 

 
4

Table of Contents

  

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’DEFICIT AND COMPREHENSIVE INCOME

(UNAUDITED)

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Number of common shares outstanding

 

Amount

 

Additional paid-in

capital

 

Accumulated other

comprehensive

income

 

Accumulated deficits

 

Total stockholders’ equity/ (deficit)

 

 

Common stock

 

Additional

 

other

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

paid-in

 

comprehensive

 

Accumulated

 

stockholders'

 

 

outstanding

 

 

Amount

 

 

capital

 

 

loss

 

 

deficit

 

 

equity/(deficit)

 

 

 

 

$

 

$

 

$

 

$

 

$

 

Balance, Dec 31, 2015

 

100,000,000

 

100,000

 

(57,120)

 

(51,101)

 

(2,150,053)

 

(2,158,274)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2020

 

160,790,000

 

$160,790

 

(282,209)

 

(51,172)

 

(6,741,932)

 

$(6,914,523)

Net loss

 

-

 

-

 

-

 

-

 

(1,049,897)

 

(1,049,897)

 

-

 

0

 

0

 

0

 

(23,392)

 

(23,392)

Foreign currency translation adjustment

 

-

 

-

 

-

 

(122,997)

 

-

 

(122,997)

 

 

-

 

 

 

0

 

 

 

0

 

 

 

(9,906)

 

 

0

 

 

 

(9,906)

Balance, Dec 31, 2016

 

 

100,000,000

 

 

 

100,000

 

 

 

(57,120)

 

 

(174,098)

 

 

(3,199,950)

 

 

(3,331,168)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reverse merger recapitalization

 

60,790,000

 

60,790

 

(225,089)

 

 

 

 

 

(164,299)

Balance, March 31, 2020

 

 

160,790,000

 

 

$160,790

 

 

 

(282,209)

 

 

(61,078)

 

 

(6,765,324)

 

$(6,947,821)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2021

 

160,790,000

 

$160,790

 

(282,209)

 

(155,163)

 

(7,137,959)

 

$(7,414,541)

Net loss

 

-

 

-

 

-

 

 

 

(1,051,750)

 

(1,051,750)

 

-

 

0

 

0

 

0

 

(105,933)

 

(105,933)

Foreign currency translation adjustment

 

-

 

-

 

-

 

88,594

 

-

 

88,594

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

1,753

 

 

 

0

 

 

 

1,753

 

Balance, September 30, 2017

 

 

160,790,000

 

 

 

160,790

 

 

 

(282,209)

 

 

(85,504)

 

 

(4,251,700)

 

 

(4,458,623)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2021

 

 

160,790,000

 

 

$160,790

 

 

 

(282,209)

 

 

(153,410)

 

 

(7,243,892)

 

$(7,518,721)

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

(Unaudited)

 

 

(Unaudited)

 

 

Nine Months Ended

September 30,

 

 

Three Months Ended March 31,

 

 

2017

 

2016

 

 

2021

 

 

2020

 

Cash flows used in operating activities:

 

 

 

 

 

Net (loss) income

 

$(1,051,750)

 

$(488,738)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

Cash flows provided by (used in) continuing operating: activities:

 

 

 

 

 

Net loss

 

$(105,933)

 

$(23,392)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation

 

179,474

 

190,408

 

 

35,961

 

33,734

 

Amortization of intangible assets

 

17,922

 

18,685

 

 

6,208

 

5,765

 

Allowance for doubtful accounts

 

345,596

 

-

 

 

0

 

0

 

Long term lease prepayment

 

867

 

1,809

 

Inventory provision reversal

 

(94,854)

 

(75,321)

Disposal gain of property, plant and equipment

 

0

 

(5,529)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

29,468

 

(829,810)

 

0

 

7,735

 

Inventories

 

(31,035)

 

361,584

 

 

92,869

 

75,321

 

Advances to suppliers

 

9,047

 

(593)

 

(1,084)

 

0

 

Other receivables

 

(255,178)

 

(856,595)

 

1,008

 

342

 

Amount due from related parties

 

610,830

 

(411,937)

Restricted cash

 

(16)

 

(1)

Accounts payable

 

(25,162)

 

50,660

 

 

0

 

0

 

Advances from customer

 

(11,741)

 

(81,963)

 

7,404

 

11,460

 

Other payables

 

16,158

 

(93,907)

 

1,959

 

(1,668)

Other tax payables

 

(27,747)

 

5,128

 

 

(5,920)

 

(79)

Accrued payroll

 

(2,466)

 

(10,907)

 

(38)

 

(436)

Accrued expenses

 

(40,447)

 

(3,171)

 

38,269

 

(28,344)

Amount due to related parties

 

 

(47,849)

 

 

1,421,499

 

 

 

31,669

 

 

 

(53,966)

Net cash provided by (used for) operating activities

 

 

(284,013)

 

 

(727,848)

Cash flows used for investing activities:

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(1,512)

 

 

(1,450)

Net cash used for investing activities

 

 

(1,512)

 

 

(1,450)

Cash flows provided by (used for) financing activities:

 

 

 

 

 

Repayment for amount due to related parties

 

-

 

(41,037)

Net cash flows provided by (used in) operating activities

 

 

7,502

 

 

 

(54,379)

Cash flows provided by (used in) investing activities:

 

 

 

 

 

Proceeds from sale of property, plant and equipment

 

 

0

 

 

 

5,529

 

Net cash flows used for investing activities

 

 

0

 

 

 

5,529

 

Cash flows provided by (used in) financing activities:

 

 

 

 

 

Amounts due to shareholder

 

 

(173,600)

 

 

558,643

 

 

 

197,415

 

 

 

1,126

 

Net cash provided by (used for) financing activities

 

 

(173,600)

 

 

517,606

 

Net cash flows provided by (used in) financing activities

 

 

197,415

 

 

 

1,126

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

(459,125)

 

(211,692)

Cash flows provided by (used in) discontinued operating activities:

 

 

 

 

 

Net cash provided by (used in) investing activities of discontinued operations

 

 

0

 

 

 

0

 

Net cash flows provided by discontinued operations

 

 

0

 

 

 

0

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

204,917

 

(47,724)

Effect of foreign currency translation

 

(192)

 

(1,269)

 

(102)

 

70

 

Cash – beginning of period

 

 

518,849

 

 

 

469,556

 

Cash – end of period

 

$59,532

 

 

$256,595

 

Non-cash financing activities

 

 

 

 

 

Issuance of common stock

 

$60,790

 

 

$-

 

Cash - beginning of period

 

 

26,734

 

 

 

61,747

 

Cash - end of period

 

$231,549

 

 

$14,093

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

 

Interest paid

 

$2,481

 

$2,787

 

 

$510

 

$950

 

Income taxes

 

$-

 

 

$-

 

 

$0

 

 

$0

 

 

See accompanying notes to unaudited consolidated financial statements

 

 
6

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS

 

Green Vision Biotechnology Corp. (formerly known as Vibe Wireless Corp., originally known as Any Translation Corp.), (the “Company”, “GVBT”), was incorporated under the laws of the State of Nevada on July 5, 2012. We wereThe Company was founded to be in the business of translation and interpretation. On November 12, 2015, wethe Company changed ourits name from Any Translation Corp. to Vibe Wireless Corp. On September 30, 2016, we changed our name from Vibe Wireless Corp. to Green Vision Biotechnology Corp.

 

On September 30, 2016, the Company filed a Certificate of Amendment with the Nevada Secretary of State (the “Nevada SOS”) whereby it amended its Articles of Incorporation by increasingto increase the Company’s authorized number of shares of common stock from 75 million to 750 million and increasingforward stock split all of its issued and outstanding shares of common stock at a ratio of ten (10) shares for every one (1) share held. The Company’s Board of Directors approved this amendment on September 30, 2016. This stock split has been retroactively applied. Theapplied to the financial statements.

On the same date, September 30, 2016, the Company filed Articles of Merger with the Nevada SOS whereby it entered into a statutory merger with its wholly-owned subsidiary, Green Vision Biotechnology Corp. pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company is the sole surviving entity and changed its name to “Green Vision Biotechnology Corp.”

 

The investment transaction under the share exchange agreements and contractual agreements as described below (collectively the “Transaction Agreements”) was entered into, between each of the Shareholders of Lutu International Biotechnology Limited (“Lutu International”), a company incorporated under the laws of Cayman Islands and GVBT (the “Investment Transaction”) on May 12, 2017. As a result of closing the Investment Transaction, GVBT acquired part of the shares of Lutu International and assumed management of Lutu International and all its direct and indirect subsidiaries (“the Lutu Group”).

 

On May 12, 2017, GVBT entered into a share exchange agreement with Harcourt Capital Limited (“Harcourt”), a limited company incorporated in the British Virgin Islands, which holds 6% of the issued and outstanding shares of Lutu International; and Woodhead Investments Limited (“Woodhead”), a limited company incorporated in the British Virgin Islands, which holds 5% of the issued and outstanding shares of Lutu International (the “Minority Interest Exchange Agreement”). Under the Minority Interest Exchange Agreement, Woodhead agreed to transfer GVBT a total of 5% of the issued and outstanding shares of Lutu International. In consideration, GVBT agreed to grant Woodhead, or persons designated by Woodhead, a right to receive a total of 5 million shares of GVBT’s common stock. Under the Minority Interest Exchange Agreement, Harcourt agreed to transfer to GVBT a total of 6% of the issued and outstanding shares of Lutu International. In consideration, GVBT agreed to grant Harcourt, or persons designated by Harcourt, a right to receive a total of 6 million shares of GVBT’s common stock. The transactions under the Minority Interest Exchange Agreement were completed on May 12, 2017.

 

Able Lead, an 89% shareholder of Lutu International, has an outstanding loan of $4.43 million denominated in Renminbi (“RMB”) owed to an unrelated third party with its maturity date on January 22, 2018 (the “Outstanding Loan”). Able Lead is negotiating an extension of the Outstanding Loan to 2019 with the third-party creditor. Shares of Lutu International held by Able Lead were offered by Able Lead as collateral to secure repayment of the Outstanding Loan.Loan (the “Security”).

 

On May 12, 2017, GVBT entered into a share exchange agreement (the “Majority Interest Exchange Agreement”) with Able Lead, Holdings Limited (“Able Lead”), the 89% shareholder of Lutu International. Under the Majority Interest Exchange Agreement, Able Lead agreed to enter into a series of contractual arrangements with GVBT (collectively, the “Contractual Arrangements”) (as described below), in which GVBT assumed management control of the Lutu Group. Able Lead further agreed to deliver the shares of Lutu International to GVBT once the Outstanding Loan is fully repaid. In consideration, GVBT agreed to issue and deliver a total of 89 million shares of GVBT’s common stock to an escrow agent (issued in the name of the escrow agent or its nominee) (the “ Escrow“Escrow Shares ”)“). The Escrow Shares shall beare held in escrow for a period of one year or such period of time to be agreed by GVBT and Able Lead upon the execution of the Majority Interest Exchange Agreement. Conditional upon the full repayment of the Outstanding Loan and the release of the Security, the Escrow Shares shall be released to Able Lead in exchange for the delivery of a total of 89% of the issued and outstanding shares of Lutu International by Able Lead to GVBT. In the event that Able Lead fully repays the Outstanding Loan and causes the release of the Security, then the Escrow Shares shall be delivered to Able Lead. In the event that Able Lead cannot fully repay the Outstanding Loan (within a period of one year, or such period of time to be agreed by GVBT and Able Lead) and cause the release of the Security, then the Escrow Shares shall be delivered to transfer agent for cancellation. Unless otherwise expressly agreed in writing by GVBT and Able Lead, the Majority ShareInterest Exchange Agreement shall be automatically terminated upon the termination of any of the agreements in the Contractual Arrangements described as below. The transactions under the Majority Interest Exchange Agreement were completed on May 12, 2017.

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS (continued)

 

Pursuant to an escrow agreement (the “Escrow Agreement”) entered into between Booth Udall Fuller, PLC (the “Escrow Agent”) and GVBT on May 12, 2017, the Escrow Shares shall be held by Booth Udall Fuller, PLC for a year uponfollowing the execution of the Majority ShareInterest Exchange Agreement. The Escrow Shares shall not be subject to any lien, attachment, or any other judicial process.

7
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process of any creditor of GVBT, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Majority Interest Exchange Agreement.

 

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS (CONTINUED)On July 30, 2019, the Company cancelled the 89,000,000 shares of common stock, par value $.001 per share, and re-issued them to Able Lead Holdings Limited. The issuance was done pursuant to Section 4(a)(2) of the Securities Act of 1933. as it was a non-public offering. On May 12, 2017, the Company had placed the 89,000,000 shares into escrow with Booth Udall Fuller PLC, pending repayment of a loan and discharge of shares of Lutu International by Able Lead Holdings Limited. Full repayment of such was made on February 27, 2019. Therefore, the 89,000,000 shares were returned from escrow and cancelled. Then they were re-issued to Able Lead Holdings Limited. Thereafter, Able Lead transferred the shares to six (6) shareholders who are not affiliated with GVBT.

 

On May 12, 2017, GVBT entered into a series of contractual agreements as described belowthe Contractual Agreements with Lutu International Biotechnology Limited (“Lutu International”) and/or Able Lead (the “Contractual Arrangements”).Lead. Upon execution of the Contractual Arrangements, GVBT assumed management of Lutu International and its subsidiaries (the “Lutu Group”) and received economic benefits which includes the right to receive the expected residual returns and and/or obligation to absorb expected loss from the Lutu Group. Each agreement in the Contractual Arrangements constitutes valid and binding obligations of the parties of such agreements and is enforceable and valid in accordance with the laws of Cayman Islands. All agreements executed by Lutu International were duly approved by its board of directors and the Shareholders of Lutu International.

 

Consulting Services Agreement

 

Pursuant to the exclusive consulting services agreement entered into between GVBT and Lutu International on May 12, 2017, GVBT has the exclusive right to provide to the Lutu Group general business operation services, including advice and strategic planning, as well as consulting services related to the technological research and development of bio-fertilizers. Further, GVBT owns the intellectual property rights developed or discovered through research and development, in the course of providing the consulting services, or derived from the provision of the consulting services. In consideration, Lutu International pays an annual consulting service fees to GVBT in the amount equivalent to all of Lutu International’s net profits for the relevant financial year. The term of this consulting service agreement is five (5) years from its effective date and may be terminated upon GVBT’s written confirmation prior to the expiration of this agreement.

 

Unless otherwise expressly agreed in writing by GVBT and Able Lead, the Consulting Services Agreement shall be automatically terminated upon the termination of any of the agreements in the Contractual Arrangements or the Majority Interest Exchange Agreement.

 

Operating Agreement

 

Pursuant to the operating agreement entered into between GVBT, Lutu International and Able Lead on May 12, 2017, GVBT agreed to provide guidance and instructions on the Lutu Group’s daily operations, financial management and employment issues. Able Lead agreed to designate candidates recommended by GVBT as their representatives on the boards of directors of each member of the Lutu Group. GVBT has the right to appoint senior executives of each member of the Lutu Group. In addition, GVBT agreed to guarantee the Lutu Group’s performance under any agreements or arrangements relating to the Lutu Group’s business arrangements with any third party. In consideration, Lutu International agrees that it will not, and will cause the Lutu Group not to, without the prior consent of GVBT, engage in any transactions that could materially affect their respective assets, liabilities, rights or operations, including but not limited to, incurrence or assumption of any indebtedness, sale or purchase of any assets or rights, incurrence of any encumbrance on any of their assets or intellectual property rights in favor of a third party or transfer of any agreements relating to their business operation to any third party. The term of this operating agreement is five (5) years from its effective date and may be extended and terminated only upon GVBT’s written confirmation prior to the expiration of this agreement.

 

Unless otherwise expressly agreed in writing by GVBT and Able Lead, the Operating Agreement shall be automatically terminated upon the termination of any of the agreements in the Contractual Arrangements or the Majority Interest Exchange Agreement.

 

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS (continued)

Proxy Agreement

 

Pursuant to the proxy agreement entered into between Able Lead, Lutu International, and GVBT on May 12, 2017, Able Lead agreed to irrevocably grant a person to be designated by GVBT the right to exercise its voting rights and other rights, including the attendance of, and the voting at the shareholders’ meetings of Lutu International for and on behalf of Able Lead (or the signing of written resolutions in lieu of such meetings) in accordance with applicable laws and its articles of association, including but not limited to the appointment and voting for the directors and chairman of the board as the authorized representative of Able Lead to exercise controlling power in the Lutu Group. The proxy agreement may be terminated by joint consent of the parties or upon 7-day written notice from GVBT.

8
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The proxy right granted by the proxy agreement has never been exercised.

 

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS (CONTINUED)

Changes Resulting from the Investment Transaction

The closing of the Investment Transaction occurred on May 12, 2017, resulting in a change of control of GVBT. Prior to closing of the Investment Transaction, GVBT had a total of 60,790,000 shares of common stock issued and outstanding. As a result of the closing of the Investment Transaction, GVBT now has a total of 160,790,000 shares of its common stock issued and outstanding, of which 60,790,000 shares, or approximately 37.8%, are owned by the previous existing shareholders of GVBT, with the balance of 100,000,000 shares, or approximately 62.2%, owned by the previous shareholders of Lutu International, with certain shares held in escrow.escrow pursuant to the Escrow Agreement.

 

Following the closing of the Investment Transaction, GVBT will carrybegan carrying on the business of the Lutu Group. The Lutu Group, with its operation primarily located in the Shanxi Province of China, is engaged in the biotechnology industry, in particular, the production and distribution of bio-fertilizers. Revenues of the Lutu Group are currently generated from China.

 

Changes to the Board of Directors and Officers

Simultaneous with the closing of the Investment Transaction, there was a change in the officers and directors of GVBT. As authorized by the bylaws, the existing director of GVBT, Mr. Ma Wai Kin, appointed two (2) additional members to the Board of GVBT. Such members are Mr. Lam Ching Wan (also known as William Lam) and Mr. Leung Kwong Tak (also known as Dr. Michael Leung). Mr. Ma also appointed Mr. William Lam as GVBT’s Chief Executive Officer and Mr. Lo Kwok Leung as GVBT’s Chief Financial Officer. Mr. Lo Kwok Leung is not related to Dr. Michael Leung.

 

All members of the Board shall hold their respective offices for a term of one year from their respective dates of appointment, or until the election and qualification of their successors, and thereafter to resign as a director of GVBT. In accordance with the bylaws, officers are elected by the board of directors and serve at the discretion of the board of directors.

 

Accounting Treatment

The Investment Transaction is beingwas accounted for as a reverse-merger and recapitalization. For financial reporting purposes, Lutu International is the acquirer and GVBT is the acquired company. After completion of the transaction, the assets, liabilities, operations results and cash flow of GVBT that will be reflected in the historical consolidated financial statements prior to the Investment Transaction will be those of Lutu International and its subsidiaries and will be recorded at the historical cost basis of Lutu International and its subsidiaries. Number of shares deemed to be outstanding for the period from January 1, 2018 to the acquisition date will be reflected in the balance of the common stock and paid in capital. The Company changed its fiscal year ended from January 31 to December 31.

 

Tax Treatment and SEC Filer Status: Small Business Issuer

The Investment Transaction is intended to constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), or such other tax freetax-free reorganization exemptions that may be available under the Code. Immediately following the Investment Transaction, the filer status of GVBT will be a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, as promulgated by SEC.

 

Implications of Being an Emerging Growth Company

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

·

a requirement to have only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations disclosure; and

·

an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes- Oxley Act of 2002.

We may take advantage of these provisions until the end of the fiscal year ending after the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company, and if we do, the information that we provide to the stockholders may be different than you might get from other public companies in which you hold equity. We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenue, have more than $700 million in market value of our ordinary shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. The JOBS Act permits an "emerging growth company" like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies.

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION

 

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principlesUnited States generally accepted in the United States of Americaaccounting principles and the rules and regulations of the Securities and Exchange Commission (the "SEC"“SEC”) for interim consolidated financial reporting. Accordingly, these consolidated financial statements do not include all information and footnote disclosures required for an annual set of consolidated financial statements prepared under United States generally accepted accounting principles. In the opinion of our management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial position, results of operations and cash flows as of September 30, 2017 and for all interim periods presented herein have been reflected in these consolidated financial statements and the notes there to. Interim results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the fiscal year as a whole. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes as included in the Form 8-K and 8-K/A for the year ended December 31, 2016 filed with U.S. SEC on May 12, 2017 and August 3, 2017.

 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESSummary of significant accounting policies

 

Principles of Consolidation and Presentation

 

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The historical presentation of the consolidated financial statements includes the financial statements of LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED, and its wholly-owned subsidiaries (collectively referred to herein as the “Company”). All intercompany accounts, transactions, and profits have been eliminated upon consolidation.

The following table depicts the identity of the subsidiaries:

 

Name of Subsidiary

Place of


Incorporation

Attributable
Equity Interest %

Registered

Capital

Registered
Capital

Lutu International Biotechnology Limited (RTO accounting acquirer) (1)

 

Cayman Islands

 

100

 

USD100

Light Raise Limited (2)

BVI

100

100

USD 1

Hong Kong Prolific Mineral Resources Holdings Limited (3)

HKD

100

100

HKD 2

Shanxi Green Biotechnology Industry Company Limited (4)

PRC

100

100

RMB 100,000,000

Shenzhen Qianhai Lutu Supply Chain Management Company Limited (5)

PRC

100

RMB 5,000,000

 

Note:

(1)

Wholly owned subsidiary of Green Vision Biotechnology Corp.

 

(2)

Wholly owned subsidiary of Lutu International Biotechnology Limited

 

(3)

Wholly owned subsidiary of Light Raise Limited

 

(4)

Wholly owned subsidiary of Hong Kong Prolific Mineral Resources Holdings Limited

(5)

Wholly owned subsidiary of Shanxi Green Biotechnology Industry Company Limited

 

Use of estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

 

Significant estimates and judgments inherent in the preparation of these consolidated financial statements include, among other things, accounting for asset impairments, allowances for doubtful accounts, depreciation and amortization, the collection of revenues from the Agricultural Cooperative.

 

 
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)(continued)

 

Economic and political risks

 

The Company’s operations are mainly conducted in the Hong Kong Special Administrative Region (“Hong Kong”) and the People’s Republic of China (“China”) (for the purpose of this Current Report on Form 10-Q, China does not include Hong Kong, Macau Special Administrative Region of the People'sPeople’s Republic of China and Taiwan (The Republic of China) and a large number of customers are located in northern China. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in Hong Kong and China, and by the general state of the economy in Hong Kong and China.

 

The Company’s operations and customers in Hong Kong and China are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments, and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in Hong Kong and China, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

 

Foreign Currency Translation

 

The Company’s financial statements are presented in the U.S. dollar ($), which is the Company’s reporting currency, while its functional currency are Chinese Renminbi (RMB) and Hong Kong Dollar (HKD). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.

 

In accordance with ASC 830, Foreign Currency Matters, the Company translated the assets and liabilities into US $ using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in shareholders’ equity as part of accumulated other comprehensive income.

 

Below is a table with foreign exchange rates used for translation:

 

For the nine months and year ended, (Average Rate)

 

Sept 30, 2017 

Dec 31, 2016

Sept 30, 2016

For the three months and year ended, (Average Rate)

 

Mar. 31, 2021

 

Dec 31, 2020

 

Mar. 31, 2020

 

Chinese Renminbi (RMB)

RMB

 

 

6.80732

 

RMB

 

 

6.64330

 

RMB

 

 

6.58022

 

RMB

 

 

6.48433

 

 

RMB

 

 

6.89826

 

 

RMB

 

 

6.98101

 

United States dollar ($)

 

 

$

1.00000

 

$

1.00000

 

$

1.00000

 

 

 

$1.00000

 

 

 

 

$1.00000

 

 

 

 

$1.00000

 

 

 

 

 

 

 

 

 

 

 

 

 

As of (Closing Rate)

 

Sept 30, 2017

Dec 31, 2016

Sept 30, 2016

 

Mar. 31, 2021

 

 

Dec 31, 2020

 

 

Mar. 31, 2020

 

Chinese Renminbi (RMB)

RMB

 

 

6.65490

RMB

6.95566

RMB

6.67022

 

RMB

 

 

6.55362

 

 

RMB

 

 

6.52825

 

 

RMB

 

 

7.08454

 

United States dollar ($)

 

 

$

1.00000

$

1.00000

$

1.00000

 

 

 

$1.00000

 

 

 

 

$1.00000

 

 

 

 

$1.00000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the nine months and year ended, (Average Rate)

 

Sept 30, 2017

Dec 31, 2016

Sept 30, 2016

For the three months and year ended, (Average Rate)

 

Mar. 31, 2021

 

 

Dec 31, 2020

 

 

Mar. 31, 2020

 

Hong Kong (HKD)

HKD

 

 

7.78721

HKD

7.76224

HKD

7.76378

 

HKD

 

 

7.75720

 

 

HKD

 

 

7.75599

 

 

HKD

 

 

7.77063

 

United States dollar ($)

 

 

$

1.00000

$

1.00000

$

1.00000

 

 

 

$1.00000

 

 

 

 

$1.00000

 

 

 

 

$1.00000

 

 

 

 

 

 

 

 

 

 

 

 

 

As of (Closing Rate)

 

Sept 30, 2017

Dec 31, 2016

Sept 30, 2016

 

Mar. 31, 2021

 

 

Dec 31, 2020

 

 

Mar. 31, 2020

 

Hong Kong (HKD)

HKD

 

 

7.81164

HKD

7.75652

HKD

7.75497

 

HKD

 

 

7.77390

 

 

HKD

 

 

7.75230

 

 

HKD

 

 

7.75120

 

United States dollar ($)

 

 

$

1.00000

$

1.00000

$

1.00000

 

 

 

$1.00000

 

 

 

 

$1.00000

 

 

 

 

$1.00000

 

 

 

 

 

 

 

 

For the three months and year ended, (Average Rate)

 

Mar. 31, 2021

 

 

Dec 31, 2020

 

 

Mar. 31, 2020

 

Hong Kong (HKD)

 

HKD

 

 

1.19630

 

 

HKD

 

 

1.12434

 

 

HKD

 

 

1.11311

 

Chinese Renminbi (RMB)

 

 

 

$1.00000

 

 

 

 

$1.00000

 

 

 

 

$1.00000

 

 

 

 

 

 

 

 

 

 

 

As of (Closing Rate)

 

Mar. 31, 2021

 

 

 Dec 31, 2020

 

 

Mar. 31, 2020

 

Hong Kong (HKD)

 

HKD

 

 

1.18620

 

 

HKD

 

 

1.18750

 

 

HKD

 

 

1.09410

 

Chinese Renminbi (RMB)

 

 

 

$1.00000

 

 

 

 

$1.00000

 

 

 

 

$1.00000

 

 

 
11

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)(continued)

 

Revenue Recognition

 

The Company earns revenue by selling merchandise to end using customers primarily through distribution agent and directly to customers.

 

Revenue is recognized in accordance with the following five steps: when merchandise is purchased by the customer which identifies the contract (step 1) and performance obligations in the contract (step 2) with Customers. When the Company confirmed the price and collectability is reasonably assured which indicates that the transaction price is determined (step 3) and allocated to the performance obligations in the contract (step 4). When the merchandise is delivered to the customer, and confirmed and collectabilitythe performance obligation is reasonably assured.satisfied (step 5). Revenue from wholesale distribution agent is recognized after goods delivered, amount fixed or determined and collectability is reasonably assured.assured when the above mentioned five steps are completed.

 

All revenues are shown net of estimated returns during the relevant period represented by measuring the returns obligations with estimated allowance for sales returns based upon historical experience.

 

The Company records sales tax collected from its customers on a net basis, and therefore excludes it from revenue as defined in ASC 605,606, Revenue Recognition.from Contracts with Customers.

 

During the three and nine months ended September 30, 2017March 31, 2021 and 2016,2020, the provision of sales return were $ Nil$Nil respectively.

 

Cost of Goods Sold

 

Cost of goods sold includes the cost of materials, labor, and relevant manufacturing expenses.

 

Selling Expenses

 

Selling expenses include packaging and shipping costs, as well as advertising and certain expenses associated with operating the Company’s corporate headquarters.

 

Advertising Costs

 

The Company expensed all advertising costs as incurred. Advertising expense, net of reimbursement from suppliers, amounted to $8,053 and $471 for the nine months ended September 30, 2017 and 2016 respectively and $1,563$Nil and $Nil for the three months ended September 30, 2017March 31, 2021 and 20162020 respectively. Advertising expense is included in selling expense and general and administrative expenses in the accompanying consolidated statements of income.

 

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. Summary of significant accounting policies (continued)

Leases

On January 1, 2019, the Company adopted Topic 842 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with its historical accounting under Topic 840.

 

The Company accounts for its leaseselected the package of practical expedients permitted under the provisionstransition guidance, which allowed it to carry forward its historical lease classification, its assessment on whether a contract was or contains a lease, and its initial direct costs for any leases that existed prior to January 1, 2019. The Company also elected to combine its lease and non-lease components and to keep leases with an initial term of ASC 840, Leases. Certain12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of the Company’s operating leases provide for minimum annual payments that change over the life of the lease. The aggregate minimum annual payments are expensedincome on thea straight-line basis over the minimumlease term.

Upon adoption, the Company recognized ROU assets with corresponding liabilities on the consolidated balance sheets. The ROU assets include adjustments for prepayments and accrued lease payments. The adoption did not impact its beginning retained earnings, or its prior year consolidated statements of income and statements of cash flows.

Under Topic 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company recognizesCompany’s incremental borrowing rate is a deferred rent liability for minimum step rents when the amounthypothetical rate based on its understanding of rent expense exceeds the actualwhat its credit rating would be. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it reduces the deferred rent liability when the actualis reasonably certain that it will exercise such options.

Operating leases are included in operating lease payments exceeds the amount of straight-line rent expense. Rent holidaysright-of-use assets, operating lease liabilities, current and tenant improvement allowances for office remodels are amortizednon-current operating lease liabilities, on the straight-line basis over the initial term of the lease and any option period that is reasonably assured of being exercised.consolidated balance sheets.

 

The Company did not have a lease that met the criteria of a capital lease. Leases that do not qualify as a capital lease are classified as an operating lease. Operating lease rental expenses included in selling, general and administrative expenses for the nine months ended September 30, 2017 and 2016 were $18,349 and $16,315 respectively and for the three months ended September 30, 2017March 31, 2021 and 20162020 were $8,487$Nil and $5,447.

12
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$Nil respectively.

 

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounts Receivable

 

Accounts receivable is recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An allowance for doubtful accounts is maintained for all customers based on a variety of factors, including the industry practice, the length of time the receivables are past due, significant one-time events and historical experience. The Company is selling products delivered to certain customers which are closed to Agriculture Cooperatives as defined by ASC 905 “Agriculture”. The collection cycle may be varied and depended on the growing crops cycle.

 

Management reviews and adjusts this allowance periodically based on historical experience and its evaluation of the collectability of outstanding accounts receivable. The Company evaluates the credit risk of its customers utilizing historical data and estimates of future performance. Bad debts are written off as incurred. During the quarter ended September 30, 2017 and year ended December 31, 2016, the bad debts incurred were $Nil and $Nil respectively.

 

Outstanding accounts balances are reviewed individually for collectability. The Company does not charge any interest income on trade receivables. Accounts balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date, the Company has not charged off any balances as it has yet to exhaust all means of collection.

 

During the quarter ended September 30, 2017March 31, 2021 and year ended December 31, 2016,2020, the provision of doubtful debts were $345,596$Nil and $Nil respectively.

 

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. Summary of significant accounting policies (continued)

Inventories

 

Inventories primarily consist of merchandise inventories and are stated at lower of cost or market and net realizable value. Cost of inventories is calculated on the weighted average basis which approximates cost.

 

Management regularly reviews inventories and records valuation reserves for damaged and defective returns, inventories with slow-moving or obsolescence exposure and inventories with carrying value that exceeds market value. Because of its product mix, the Company has not historically experienced significant occurrences of obsolescence.

 

Inventory shrinkage is accrued as a percentage of revenues based on historical inventory shrinkage trends. The Company performs physical inventory count of its stores once per quarter and cycle counts inventories at its distribution centers once per quarter throughout the year. The reserve for inventory shrinkage represents an estimate for inventory shrinkage for each store since the last physical inventory date through the reporting date.

 

These reserves are estimates, which could vary significantly, either favorably or unfavorably, from actual results if future economic conditions, consumer demand and competitive environments differ from expectations.

 

During the quarter ended March 31, 2021 and year ended December 31, 2020, the provision of inventory reversal were $94,854 and $89,148 respectively.

Property, Plant and Equipment

 

Property, plant and equipment are recorded at cost. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful lives, using the straight-line method with 5% scrape value as follows:

 

Buildings

 

20 years

Machinery & equipment

10 years

Office equipment

 

103 years

Office equipmentMotor vehicles

 

34 years

Motor vehicles

4 years

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Land Use Rights

 

According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through the land use rights granted by the government. The land use rights represent cost of the rights to use the land in respect of properties located in the PRC. Land use rights are carried at cost and amortized on a straight-line basis over the period of rights of 50 years.

 

Goodwill

 

Goodwill represents the excess of purchase price over fair value of net assets acquired. Under ASC 350, Intangibles - Goodwill and Other, goodwill is not amortized but evaluated for impairment annually or whenever events or changes in circumstances indicate that the value may not be recoverable.

 

The Company performed an annual impairment test as of the end of fiscal year 2016,ended December 31, 2020, and a quarter review as of the period ended March 31, 2021, and determined that anthe impairment loss in the amount of $nil$Nil and $Nil were recorded in 2016.respectively.

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of significant accounting policies (continued)

Long-lived Assets

 

The Company reviews long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows, usually at the store level. The carrying amount of a long-lived asset is not considered recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. If the asset is determined not to be recoverable, then it is considered to be impaired and the impairment to be recognized is the amount by which the carrying amount of the asset exceeds the fair value of the asset, determined using discounted cash flow valuation techniques, as defined in ASC 360, Property, Plant, and Equipment.

 

The Company determined the sum of the undiscounted cash flows expected to result from the use of the asset by projecting future revenue and operating expense for each store under consideration for impairment. The estimates of future cash flows involve management judgment and are based upon assumptions about expected future operating performance. The actual cash flows could differ from management’s estimates due to changes in business conditions, operating performance and economic conditions.

 

During the reporting periods, the Company performed the evaluation and there was no impairment loss.

 

Cash and Concentration of Credit Risk

 

The Company maintains cash in bank deposit accounts in Hong Kong and PRC, and considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company performs ongoing evaluations of the institution to limit its concentration risk exposure.

 

The Company’s customers are mainly located in the northeastern China. Because of this, the Company is subject to regional risks, such as the economy, regional financial conditions and unemployment, weather conditions, power outages, and other natural disasters specific to the region in which the Company operates.

 
14
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Retirement Benefit Plans

 

Full time employees of the Company in China participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require the Company to make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Company accounts the mandated defined contribution plan under the vested benefit obligations approach based on the guidance of ASC 715, Compensation—RetirementCompensation-Retirement Benefits.

 

The total amounts for such employee benefits which were expensed were $7,060$1,100 and $9,981 for the nine months ended September 30, 2017 and 2016 and $3,339 and $4,023 respectively and$135 for the three months ended September 30, 2017March 31, 2021 and 20162020 respectively.

 

Income Taxes

 

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

 

Comprehensive income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other consolidated financial statements. The Company’s current component of comprehensive income is the net income and foreign currency translation adjustment.

Segment Reporting

 

The Company operates in one industry segment, operating manufacturing and selling of organic bio-fertilizer. ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Given the economic characteristics of the similar nature of the products sold, the type of customer and the method of distribution, the Company operates as one reportable segment as defined by ASC 280, Segment Reporting.

 

15

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. Summary of significant accounting policies (continued)

Basic and diluted earnings (loss) per share

 

In accordance with ASC No. 260 “Earnings Per Share”, the basic earnings (loss) per common share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per common share is computed similarly to basic earnings (loss) per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

 
15
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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Guidance

 

In June 2016, the FASB Clarifiesissued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments (ASU 2016-13). The main objective of the Definition of a Business. The FASB has issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifyingstandard is to provide financial statement users with more decision-useful information about the Definition of a Business, clarifying the definition of a business. The amendments affect all companiesexpected credit losses on financial instruments and other commitments to extend credit held by a reporting organizationsentity at each reporting date. In issuing this standard, the FASB is responding to criticism that must determine whether they have acquired or sold a business.

today’s guidance delays recognition of credit losses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill,standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and consolidation.measured at amortized cost, and (2) certain off-balance sheet credit exposures. The amendments are intendedstandard is applicable to help companiesloans, accounts receivable, trade receivables, and other organizations evaluate whether transactions shouldfinancial assets measured at amortized cost, loan commitments and certain other off-balance sheet credit exposures, debt securities (including those held-to-maturity) and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The CECL model does not apply to available-for-sale debt securities. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the credit losses will be accountedrecognized as allowances rather than reductions in the amortized cost of the securities. Accordingly, the new methodology will be utilized when assessing the Company’s financial instruments for impairment. As a result, entities will recognize improvements to estimated credit losses immediately in earnings rather than as acquisitions (or disposals) of assets or businesses.interest income over time, as they do today. The amendments provide a more robust framework to use in determining when a set of assetsASU also simplifies the accounting model for purchased credit-impaired debt securities and activitiesloans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. ASU 2016-13 is a business. They also provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable.

For public companies, the amendments are effective for annualyears beginning after December 15, 2019, including interim periods within those fiscal years under a modified retrospective approach. Early adoption is permitted for the periods beginning after December 15, 2017,2018. The Company adopted the guidance from July 1, 2020. The Company finalized its analysis and the adoption of this guidance has no material impact on the Company’s consolidated financial statements and its internal controls over financial reporting.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), which modifies the disclosure requirements on fair value measurements, including removing the requirement to disclose (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels and (3) the valuation processes for Level 3 fair value measurements. ASU 2018-13 also added new disclosures including the requirement to disclose (a) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (b) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2019 and early adoption is permitted. This standard will only impact the disclosures pertaining to fair value measurements. The Company adopted the guidance from July 1, 2020. The Company finalized its analysis and the adoption of this guidance has no material impact on the Company’s consolidated financial statements and its internal controls over financial reporting.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 will simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those periods. For all other companies and organizations, the amendments are effective for annual periodsfiscal years, beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019.

The FASB has issued Accounting Standards Update No. 2017-06, Plan Accounting: Defined Benefit Pension Plans (Topic 960); Defined Contribution Pension Plans (Topic 962); Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting. The amendments relate primarily to2020. For all other entities, the reporting by an employee benefit plan (a plan) for its interest in a master trust. A master trust is a trust for which a regulated financial institution (bank, trust company, or similar financial institution that is regulated, supervised, and subject to periodic examination by a state or federal agency) serves as a trustee or custodian and in which assets of more than one plan sponsored by a single employer or by a group of employers under common control are held.

The amendments are effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The amendments should be applied retrospectively to each period for which financial statements are presented. The amendments apply to reporting entities within the scope of Topic 960, Plan Accounting - Defined Benefit Pension Plans, Topic 962, Plan Accounting - Defined Contribution Pension Plans, or Topic 965, Plan Accounting - Health and Welfare Benefit Plans.

Under Topic 960, investments in master trusts are presented in a single line item in the statement of net assets available for benefits. Similar guidance is not provided in Topic 962 or 965, which has resulted in diversity in practice. For each master trust in which a plan holds an interest, the amendments require a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively.

Topics 960 and 962 require plans to disclose their percentage interest in the master trust and a list of the investments held by the master trust, presented by general type, within the plan’s financial statements. The amendments remove the requirement to disclose the percentage interest in the master trust for plans with divided interests and require that all plans disclose the dollar amount of their interest in each of those general types of investments.

Current U.S. GAAP does not require disclosure by plans of the master trust’s other assets and liabilities. Examples of those balances include amounts due from brokers for securities sold, amounts due to brokers for securities purchased, accrued interest and dividends, and accrued expenses. The amendments require all plans to disclose: (a) their master trust’s other asset and liability balances; and (b) the dollar amount of the plan’s interest in each of those balances.

Lastly, investment disclosures (e.g., those required by Topics 815 and 820) relating to 401(h) account assets are generally provided in both the defined benefit pension plan financial statements and the health and welfare benefit plan financial statements. Stakeholders noted that the disclosures are redundant. The amendments remove that redundancy and do not require that the investment disclosures relating to the 401(h) account assets be provided in the health and welfare benefit plan’s financial statements. The amendments will require the health and welfare benefit plan to disclose the name of the defined benefit pension plan in which those investment disclosures are provided, so that participants can easily access those statements for information about the 401(h) account assets, if needed.

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Guidance (continued)

The FASB has issued Accounting Standards Update (ASU) No. 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments apply to all employers, including not-for-profit entities, that offer to their employees defined benefit pension plans, other postretirement benefit plans, or other types of benefits accounted for under Topic 715, Compensation — Retirement Benefits.

The amendments require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed.

The amendments also allow only the service cost component to be eligible for capitalization when applicable (e.g., as a cost of internally manufactured inventory or a self-constructed asset).

The amendments are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. For other entities, the amendments are effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance.

The FASB has issued Accounting Standards Update (ASU) No. 2017-09, Compensation—Stock Compensation (Topic 718) — Scope of Modification Accounting. ASU 2017-09 applies to entities that change the terms or conditions of a share-based payment award.

The FASB adopted ASU 2017-09 to provide clarity and reduce diversity in practice as well as cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to the modification of the terms and conditions of a share-based payment award.

Diversity in practice has arisen in part because some entities apply modification accounting under Topic 718 for modifications to terms and conditions that they consider substantive, but do not when they conclude that particular modifications are not substantive. Others apply modification accounting for any change to an award, except for changes that they consider purely administrative in nature. Still others apply modification accounting when a change to an award changes the fair value, the vesting, or the classification of the award. In practice, it appears that the evaluation of a change in fair value, vesting, or classification may be used to evaluate whether a change is substantive.

Although the Master Glossary of the FASB Accounting Standards Codification™ currently defines the term modification as “a change in any of the terms or conditions of a share-based payment award,” Topic 718 does not contain guidance on what changes are substantive or purely administrative.

The amendments in ASU 2017-09 include guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718.

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Guidance (continued)

These amendments require the entity to account for the effects of a modification unless all of the following conditions are met:

·The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or value using an alternative measurement method) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification;

·The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and

·The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified.

The amendments are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017.

Early adoption is permitted, including adoption in any interim period for: (a) public business entities for reporting periods for which financial statements have not yet been issued, and (b) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments should be applied prospectively to an award modified on or after the adoption date.

The FASB has issued Accounting Standards Update (ASU) No. 2017-13.This ASU adds, amends, and supersedes SEC paragraphs of the Accounting Standards Codification (ASC) related to the adoption and transition provisions of ASU No. 2014-09, Revenue From Contracts with Customers and ASU 2016-02, Leases, for public business entities. The ASU is titled ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.

ASU 2017-13 codifies portions of an SEC Staff Announcement made at the July 20, 2017 Emerging Issues Task Force (EITF) meeting essentially delaying the effective date of the revenue recognition and leases standards for a subset of public entities . The SEC Observer made the following SEC Staff Announcement, “Transition Related to Accounting Standards Updates No. 2014-09 and 2016-02,” at the July 20, 2017 EITF meeting:

The SEC staff would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting (1) ASC Topic 606, Revenue from Contracts with Customers for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019, and (2) ASC Topic 842, Leases for fiscal years beginning after December 15, 2019,2021, and interim periods within fiscal years beginning after December 15, 2020.2022. The Company does not expect that the requirements of ASU 2019-12 will have a material impact on its consolidated financial statements.

 

A public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC may still elect to adopt ASC Topic 606 and ASC Topic 842 according to the public business entity effective dates.

This announcement is applicable only to public business entities that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC. This announcement is not applicable to other public business entities.

 
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3. OTHER RECEIVABLES

Other receivables consisted of the following:

 

 

Sept 30,

2017

 

 

December 31,

2016

 

 

 

(unaudited)

 

 

(audited)

 

Deposits

 

$334,909

 

 

$101,124

 

Prepaid expenses

 

 

2,980

 

 

 

3,992

 

Advance to employee

 

 

33,386

 

 

 

1,033

 

 

 

 

 

 

 

 

 

 

Total

 

$371,275

 

 

$106,149

 

NOTE 4. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

 

 

Sept 30,

2017

 

 

December 31,

2016

 

 

 

(unaudited)

 

 

(audited)

 

Buildings

 

$3,005,122

 

 

$2,877,610

 

Machinery & equipment

 

 

570,052

 

 

 

545,864

 

Office equipment

 

 

68,147

 

 

 

65,175

 

Motor vehicles

 

 

149,622

 

 

 

143,273

 

 

 

 

 

 

 

 

 

 

Total property, plant and equipment

 

 

3,792,943

 

 

 

3,631,922

 

Less: accumulated depreciation and impairment charges

 

 

(720,780)

 

 

(514,473)

 

 

 

 

 

 

 

 

 

Total property, plant and equipment, net

 

$3,072,163

 

 

$3,117,449

 

The depreciation expenses for the nine months ended September 30, 2017 and 2016 were $179,474 and $190,408 respectively.

The depreciation expenses for the three months ended September 30, 2017 and 2016 were $60,207 and $61,065 respectively.

NOTE 5. INTANGIBLE ASSETS

Intangible assets consisted of the following:

 

 

Sept 30,

2017

 

 

December 31,

2016

 

 

 

(unaudited)

 

 

(audited)

 

Land use rights

 

$1,209,545

 

 

$1,158,222

 

Software system

 

 

1,319

 

 

 

1,263

 

Less – accumulated amortization

 

 

(325,880)

 

 

(294,504)

 

 

 

 

 

 

 

 

 

Total intangible assets, net

 

$884,984

 

 

$864,981

 

The amortization expenses of land use rights and software systems for the nine months ended September 30, 2017 and 2016 were $17,922 and $18,685 respectively.

The amortization expenses of land use rights and software systems for the three months ended September 30, 2017 and 2016 were $6,009 and $6,146 respectively.

Future amortization of land use rights and software systems is as follows:

Years ending December 31,

 

Amount

 

2017

 

$6,048

 

2018

 

 

24,191

 

2019

 

 

24,191

 

2020

 

 

24,191

 

2021

 

 

24,191

 

Thereafter

 

 

782,172

 

 

 

 

 

 

Total

 

$884,984

 

19
Table of Contents

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. INVENTORIES

Inventories consisted of the following:

 

 

Sept 30,

2017

 

 

December 31,

2016

 

 

 

(unaudited)

 

 

(audited)

 

Raw material

 

$100,616

 

 

$87,862

 

Finished goods

 

 

173,375

 

 

 

144,114

 

 

 

 

 

 

 

 

 

 

Inventories, net

 

$273,991

 

 

$231,976

 

NOTE 7. CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

Sales:

Customer

 

As at Sept 30, 2017 

 

As at December 31, 2016 

 

A

 

$

32,797

 

27

%

 

$

820,900

 

64

%

B

 

26,451

 

22

%

 

74,128

 

6

%

C

 

16,605

 

14

%

 

70,875

 

6

%

D

 

14,812

 

12

%

 

-

 

-

%

E

 

13,225

 

11

%

 

-

 

-

%

Total

 

$

103,890

 

75

%

 

$

965,903

 

76

%

Purchases:

Supplier

 

As at Sept 30, 2017 

 

As at December 31, 2016 

 

AA

 

$

32,493

 

26

%

 

$

232,614

 

56

%

BB

 

21,472

 

17

%

 

83,988

 

20

%

CC

 

18,032

 

14

%

 

32,403

 

8

%

DD

 

13,555

 

11

%

 

16,921

 

4

%

EE

 

8,924

 

7

%

 

11,628

 

3

%

Total

 

$

94,476

 

75

%

 

$

377,554

 

91

%

NOTE 8. OTHER PAYABLES

Other payables consisted of the following:

 

 

Sept 30,

2017

 

 

December 31,

2016

 

 

 

(unaudited)

 

 

(audited)

 

Payables to employees

 

$178,476

 

 

$162,153

 

Miscellaneous

 

 

29,376

 

 

 

21,059

 

 

 

 

 

 

 

 

 

 

Total other payables

 

$207,852

 

 

$183,212

 

20
Table of Contents

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9. LOSS PER SHARE

The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Potentially dilutive common shares consist of convertible preferred stock (using the if-converted method) and exercisable warrants and stock options outstanding (using the treasury method). The following table sets forth the computation of basic and diluted net income per common share:

The following table sets forth the computation of basic and diluted net income per common share:

Period ended September 30,

 

Sept 30,

2017

 

 

Sept 30,

2016

 

 

 

(unaudited)

 

 

(unaudited)

 

Net loss attributable to ordinary shareholders for computing basic net loss per ordinary share

 

$

(1.051,750

)

 

$(488,738)

Weighted-average shares of common stock outstanding in computing net loss per common stock

 

 

 

 

 

 

 

Basic

 

 

131,619,707

 

 

 

100,000,000

 

Diluted

 

 

131,619,707

 

 

 

100,000,000

 

Basic loss per share of common stock

 

 

(0.80)cents

 

 

(0.49)cents

Diluted loss per share

 

 

(0.80)cents

 

 

(0.49)cents

NOTE 10. AMOUNT DUE FROM / TO RELATED PARTIES

The details for amount due from / to related parties were as follows: 

Amount as at

 

Sept 30,

2017

 

 

December 31,

2016

 

 

 

(unaudited)

 

 

(audited)

 

Amount due from related parties:

 

 

 

 

 

 

Well Supreme Limited (c)

 

$-

 

 

$207,825

 

China Mineral Resources Holdings Limited (a) (c)

 

 

-

 

 

 

9,141

 

Shanxi Lukun Mining Technology Co., Ltd (a)

 

 

-

 

 

 

1,119,750

 

Isparta Holdings Limited (a) (b) (c)

 

 

-

 

 

 

477,417

 

 

 

$-

 

 

$1,814,133

 

 

 

 

 

 

 

 

 

 

Amount as at

 

Sept 30,

2017

 

 

December 31,

2016

 

 

 

(unaudited)

 

 

(audited)

 

Amount due to related parties:

 

 

 

 

 

 

 

 

Shanxi Chengkai Mining Technology Co., Ltd (a)

 

$-

 

 

$1,234,520

 

Hong Kong Prolific Mineral Technologies Ltd (a)

 

 

-

 

 

 

1,518,078

 

Pilot Sunshine Limited (a) (c)

 

 

-

 

 

 

5,157

 

Able High Holdings Limited (a) (b) (c)

 

 

-

 

 

 

2,780,449

 

Hong Kong Prolific Eco-Technology Limited (a)

 

 

-

 

 

 

55,398

 

Holmsun Capital Limited (a) (b)

 

 

5,273,343

 

 

 

393,150

 

Hui & Lam Solicitors LLP (c)

 

 

-

 

 

 

21,380

 

Maycrown Capital Limited (a) (b)

 

 

-

 

 

 

399,401

 

View Strong Limited (a) (b) (c)

 

 

-

 

 

 

11,603

 

 

 

$5,273,343

 

 

$6,419,136

 

_______________

(a)

Common director, LEUNG Kwong Tak of operating subsidiary Lutu International Biotechnology Limited

(b)

Common shareholder, LEUNG Kwong Tak of operating subsidiary Lutu International Biotechnology Limited

(c)

Common director LAM Ching Wan of the Company

21
Table of Contents

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11. INCOME TAXES

The Company and its subsidiaries have no operation in United States, Cayman Islands and British Virgin Islands, and are not subject to any domestic income tax. Therefore, no domestic income tax of United States, Cayman Islands and British Virgin Islands are paid in the quarter ended September 30, 2017 and year ended December 31, 2016.

Hong Kong Prolific Mineral Resources Holdings Limited was incorporated in Hong Kong and is subjected to Hong Kong profits tax rate of 16.5% for the nine and three months ended September 30, 2017 and 2016. Income tax (reversal) expense amounted to $Nil for the quarter ended September 30, 2017 and year ended December 31, 2016.

A reconciliation of the provision for income taxes with amounts determined by applying the Hong Kong profit rate of 16.5% to income before income taxes is as follows:

 

 

Sept 30,

2017

 

 

December 31,

2016

 

 

 

(unaudited)

 

 

(audited)

 

Profit (Loss) before income tax

 

$(232,076)

 

$(453,066)

Temporary Difference

 

 

-

 

 

 

-

 

Permanent Difference

 

 

-

 

 

 

-

 

Taxable loss

 

$(232,076)

 

$(453,066)
Hong Kong ProfitsTaxrate

 

 

16.5%

 

 

16.5%

Current tax credit

 

$38,293

 

 

$74,756

 

Less: Valuation allowance

 

 

(38,293)

 

 

(74,756)

 

 

$-

 

 

$-

 

No deferred tax has been provided as there are no material temporary differences arising during the quarter ended September 30, 2017 and year ended December 31, 2016.

Shanxi Green Biotechnology Industry Company Limited and Shenzhen Qianhai Lutu Supply Chain Management Company Limited were incorporated in the PRC and are subjected to income taxes under the current laws of the PRC. The EIT rate of PRC was 25% for the quarter ended September 30, 2017 and year ended December 31, 2016.

Profit (loss) before income tax of $(819,674) and $(484,914) for the quarter ended September 30, 2017 and year ended December 31, 2016 respectively, were attributed to operations in China. The income tax expenses consisted of the following:

 

 

Sept 30,

2017

 

 

December 31,

2016

 

 

 

(unaudited)

 

 

(audited)

 

Profit (Loss) before income tax

 

$(819,674)

 

$(484,914)

Temporary Difference

 

 

-

 

 

 

-

 

Permanent Difference

 

 

-

 

 

 

-

 

Taxable loss

 

$(819,674)

 

$(484,914)

China Enterprise Income Tax rate

 

 

25%

 

 

25.0%

Current tax credit

 

$204,919

 

 

$121,229

 

Less: Valuation allowance

 

 

(204,919)

 

 

(121,229)

 

 

$-

 

 

$-

 

No deferred tax has been provided as there are no material temporary differences arising during the quarter ended September 30, 2017 and year ended December 31, 2016.

22
Table of Contents

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12. SEGMENT INFORMATION

FASB Accounting Standard Codification Topic 280 (ASC 280) “Segment Reporting” establishes standards for reporting information about operating segments in financial statements. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.

In the quarter ended September 30, 2017 and year ended December 31, 2016, the Company is regarded as a single operating segment, being engaged in the manufacturing of bio-fertilizer. This principal activity and geographical market are substantially based in China, accordingly, no operating or geographical segment information are presented.

NOTE 13. COMPREHENSIVE INCOME

Total comprehensive income includes, in addition to net income, changes in equity that are excluded from the consolidated statements of income and are recorded directly into a separate section of shareholders’ equity on the consolidated balance sheets. Comprehensive income and its components consist of the following:

Period and Year Ended

 

Sept 30,

2017

 

 

December 31,

2016

 

 

 

(unaudited)

 

 

(audited)

 

Net loss

 

$(1,051,750)

 

$(1,049,897)

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

88,594

 

 

 

(122,997)

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

$(963,156)

 

$(1,172,894)

NOTE 14. COMMITMENTS AND CONTINGENCIES

Operating Leases

Certain of our real properties are operated under lease agreements. Rental expense under operating leases was as follows:

 

 

Sept 30,

2017

 

 

December 31,

2016

 

 

 

(unaudited)

 

 

(audited)

 

Rent expense

 

$18,349

 

 

$17,890

 

 

 

 

 

 

 

 

 

 

Total rent expense, net

 

$18,349

 

 

$17,890

 

Annual minimum payments under operating leases are as follows:

Years Ended December 31,

 

Minimum Lease

Payment

 

 

 

 

 

2017

 

$4,364

 

2018

 

 

17,457

 

2019

 

 

9,456

 

 

 

 

 

 

Total

 

$31,277

 

23
Table of Contents

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15. GOING CONCERN

 

As of September 30, 2017March 31, 2021 and December 31, 2016,2020, the Company has an accumulated deficit of $4,251,700$7,243,892 and $3,199,950$7,137,959 respectively, and its current liabilities exceed its current assets resulting in negative working capital of $8,435,775$10,459,088 and $7,333,603$10,399,991 respectively. In view of the matters described above, recoverability of a major portion of the recorded asset amounts and realization of the portion of current liabilities into revenue shown in the accompanying balance sheets are dependent upon continued operations of the Company, which in turn are dependent upon the Company'sCompany’s ability to raise additional financing and to succeed in its future operations. The Company may need additional cash resources to operate during the upcoming 12 months, and the continuation of the Company may be dependent upon the continuing financial support of investors and/or stockholders of the Company. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The Company is actively pursuing (i) additional funding which would enhance capital employed; and (ii) strategic partners which would increase revenue bases or reduce operation expenses. Management believes that the above actions will allow the Company to continue its operations throughout this fiscal year.

 

17

Table of Contents

NOTE 16. SUBSEQUENT EVENT

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

SubsequentNOTE 4. OTHER RECEIVABLES

Other receivables consisted of the following:

 

 

March 31,

2021

 

 

December 31,

2020

 

 

 

(unaudited)

 

 

(audited)

 

Deposits

 

$106,698

 

 

$106,815

 

Prepaid expenses

 

 

1,477

 

 

 

2,479

 

Advance to employee

 

 

12,618

 

 

 

12,631

 

 

 

 

 

 

 

 

 

 

Less: Allowance for doubtful debts

 

 

(119,973)

 

 

(120,103)

 

 

 

 

 

 

 

 

 

Total

 

$820

 

 

$1,822

 

NOTE 5. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

 

 

March 31,

2021

 

 

December 31,

2020

 

 

 

(unaudited)

 

 

(audited)

 

Buildings

 

$3,024,874

 

 

$3,028,189

 

Machinery & equipment

 

 

0

 

 

 

0

 

Office equipment

 

 

64,971

 

 

 

65,041

 

Motor vehicles

 

 

69,880

 

 

 

69,956

 

 

 

 

 

 

 

 

 

 

Total property, plant and equipment

 

 

3,159,725

 

 

 

3,163,186

 

Less: accumulated depreciation and impairment charges

 

 

(1,035,142)

 

 

(1,000,562)

 

 

 

 

 

 

 

 

 

Total property, plant and equipment, net

 

$2,124,583

 

 

$2,162,624

 

The depreciation expenses for the three months ended March 31, 2021 and 2020 were $35,961 and $33,734 respectively.

NOTE 6. INTANGIBLE ASSETS

Intangible assets consisted of the following:

 

 

March 31,

2021

 

 

December 31,

2020

 

 

 

(unaudited)

 

 

(audited)

 

Land use rights

 

$1,231,659

 

 

$1,233,010

 

Software system

 

 

1,344

 

 

 

1,344

 

Less - accumulated amortization

 

 

(418,055)

 

 

(412,348)

 

 

 

 

 

 

 

 

 

Total intangible assets, net

 

$814,948

 

 

$822,006

 

The amortization expenses of land use rights and software systems for the three months ended March 31, 2021 and 2020 were $6,208 and $5,765 respectively.

Future amortization of land use rights and software systems is as follows:

Years ending December 31,

 

Amount

 

2021

 

$18,624

 

2022

 

 

24,831

 

2023

 

 

24,831

 

2024

 

 

24,831

 

2025

 

 

24,831

 

Thereafter

 

 

697,000

 

 

 

 

 

 

Total

 

$814,948

 

18

Table of Contents

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7. INVENTORIES

Inventories consisted of the following:

 

 

March 31,

2021

 

 

December 31,

2020

 

 

 

(unaudited)

 

 

(audited)

 

Raw material

 

$47,605

 

 

$47,657

 

Finished goods

 

 

1,969

 

 

 

0

 

Goods on consignment

 

 

22,030

 

 

 

23,528

 

Less: Provision of inventory

 

 

(69,635)

 

 

(71,185)

 

 

 

 

 

 

 

 

 

Inventories, net

 

$1,969

 

 

$0

 

NOTE 8. CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

Sales:

Customer

 

As at
March 31, 2021

 

 

As at
December 31, 2020

 

A

 

$47,507

 

 

 

74%

 

$29,743

 

 

 

34%

B

 

 

10,180

 

 

 

16%

 

 

18,555

 

 

 

21%

C

 

 

6,786

 

 

 

10%

 

 

9,278

 

 

 

11%

D

 

 

0

 

 

-

%

 

 

7,944

 

 

 

9%

E

 

 

0

 

 

-

%

 

 

5,219

 

 

 

6%

Total

 

$64,473

 

 

 

100%

 

$70,739

 

 

 

81%

Purchases:

Supplier

 

As at
March 31, 2021

 

 

As at
December 31, 2020

 

AA

 

$33,255

 

 

 

100

 

$37,302

 

 

 

100

%

BB

 

 

0

 

 

 

-

%

 

 

0

 

 

 

-

%

CC

 

 

0

 

 

 

-

%

 

 

0

 

 

 

-

%

DD

 

 

0

 

 

 

-

%

 

 

0

 

 

 

-

%

EE

 

 

0

 

 

 

-

%

 

 

0

 

 

 

-

%

Total

 

$33,255

 

 

 

100

%

 

$37,302

 

 

 

100

%

NOTE 9. OTHER PAYABLES

Other payables consisted of the following:

 

 

March 31,

2021

 

 

December 31,

2020

 

 

 

(unaudited)

 

 

(audited)

 

Amount due to third parties

 

 

244,820

 

 

 

245,088

 

Payables to employees

 

 

1,957

 

 

 

1,960

 

Miscellaneous

 

$10,032

 

 

$8,097

 

 

 

 

 

 

 

 

 

 

Total other payables

 

$256,809

 

 

$255,145

 

19

Table of Contents

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10. LOSS PER SHARE

The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Potentially dilutive common shares consist of convertible preferred stock (using the if-converted method) and exercisable warrants and stock options outstanding (using the treasury method). The following table sets forth the computation of basic and diluted net income per common share:

The following table sets forth the computation of basic and diluted net income per common share:

Period ended March 31,

 

March 31,

2021

 

 

March 31,

2020

 

 

 

(unaudited) 

 

 

(unaudited) 

 

Net loss attributable to ordinary shareholders for computing basic net loss per ordinary share

 

 

 

 

 

 

-Continuing

 

$(105,933)

 

$(23,392)

-Discontinued

 

$0

 

 

$0

 

Weighted-average shares of common stock outstanding in computing net loss per common stock

 

 

 

 

 

 

 

 

Basic

 

 

160,790,000

 

 

 

160,790,000

 

Diluted

 

 

160,790,000

 

 

 

160,790,000

 

Basic and Diluted loss per share of common stock-

 

 

 

 

 

 

 

 

-Continuing

 

 

(0.066) cents

 

 

(0.015) cents

-Discontinued

 

 

0

 

 

 

0

 

NOTE 11. AMOUNT DUE FROM / TO RELATED PARTIES

Key management compensation

The Company incurred the following compensation with key management personnel, which are defined by ASC 850, Related Party Disclosures, as those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including directors and management.

 

 

March 31,

2021

 

 

Dec 31,

2020

 

 

 

(unaudited) 

 

 

(audited) 

 

Salaries and wages - Lo Kwok Leung

 

$0

 

 

$21,661

 

Director fees - Lam Ching Wan, William

 

 

11,604

 

 

 

46,416

 

Director fees - Ma Wai Kin

 

 

7,736

 

 

 

30,944

 

Director fees - Leung Kwong Tak

 

 

8,123

 

 

 

18,965

 

 

 

 

 

 

 

 

 

 

Total salaries and director fees

 

$27,463

 

 

$117,986

 

Related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the periodrelated parties. Balances and transactions between the Company and its subsidiary have been eliminated on consolidation and are not disclosed in this note.

Related party balances included in the statement of financial position are all non-interest bearing, unsecured and due on demand.

The details for amount due to related parties were as follows:

Amount as at

 

March 31,

2021

 

 

December 31,

2020

 

 

 

(unaudited)

 

 

(audited)

 

Holmsun Capital Limited (a) (b)

 

 

5,776,668

 

 

 

5,745,866

 

 

 

$5,776,668

 

 

$5,745,866

 

(a)

Common director, LEUNG Kwong Tak of operating subsidiary Lutu International Biotechnology Limited

(b)

Common shareholder, LEUNG Kwong Tak of operating subsidiary Lutu International Biotechnology Limited

20

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12. INCOME TAXES

The Company and its subsidiaries have no operation in United States, Cayman Islands and British Virgin Islands, and are not subject to any domestic income tax. Therefore, no domestic income tax of United States, Cayman Islands and British Virgin Islands are paid in the quarter ended March 31, 2021 and year ended December 31, 2020.

Hong Kong Prolific Mineral Resources Holdings Limited was incorporated in Hong Kong and is subjected to Hong Kong profits tax rate of 16.5% for the three months ended March 31, 2021 and 2020. Income tax (reversal) expense amounted to $Nil for the quarter ended March 31, 2021 and year ended December 31, 2020.

A reconciliation of the provision for income taxes with amounts determined by applying the Hong Kong profit rate of 16.5% to income before income taxes is as follows:

 

 

March 31,

2021

 

 

December 31,

2020

 

 

 

(unaudited)

 

 

(audited)

 

Profit (Loss) before income tax

 

$(55,063)

 

$(270,342)

Temporary Difference

 

 

0

 

 

 

0

 

Permanent Difference

 

 

0

 

 

 

0

 

Taxable loss

 

$(55,063)

 

$(270,342)

Hong Kong Profits Tax rate

 

 

16.5%

 

16.5

%

Current tax credit

 

$9,085

 

 

$44,606

 

Less: Valuation allowance

 

 

(9,085)

 

 

(44,606)

 

 

$

-

 

 

$

-

 

 
No deferred tax has been provided as there are no material temporary differences arising during the quarter ended March 31, 2021 and year ended December 31, 2020.

Shanxi Green Biotechnology Industry Company Limited was incorporated in the PRC and are subjected to income taxes under the current laws of the PRC. The EIT rate of PRC was 25% for the quarter ended March 31, 2021 and year ended December 31, 2020.

Profit (loss) before income tax of $ (50,870) and $(125,782) for the quarter ended March 31, 2021 and year ended December 31, 2020 respectively, were attributed to operations in China. The income tax expenses consisted of the following:

 

 

March 31,

2021

 

 

December 31,

2020

 

 

 

(unaudited)

 

 

(audited)

 

Profit (Loss) before income tax

 

$(50,870)

 

$(125,782)

Temporary Difference

 

 

0

 

 

 

0

 

Permanent Difference

 

 

0

 

 

 

0

 

Taxable profit (loss)

 

$(50,870)

 

$(125,782)

China Enterprise Income Tax rate

 

 

25%

 

 

25.0%

Current tax credit(debit)

 

$12,718

 

 

$31,446

 

Less: Valuation allowance

 

 

(12,718)

 

 

(31,446)

 

 

$

-

 

 

$

-

 

No deferred tax has been provided as there are no material temporary differences arising during the quarter ended March 31, 2021 and year ended December 31, 2020.

21

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13. SEGMENT INFORMATION

FASB Accounting Standard Codification Topic 280 (ASC 280) “Segment Reporting” establishes standards for reporting information about operating segments in financial statements. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.

In the quarter ended March 31, 2021 and year ended December 31, 2020, the Company is regarded as a single operating segment, being engaged in the manufacturing of bio-fertilizer. This principal activity and geographical market are substantially based in China, accordingly, no operating or geographical segment information are presented.

NOTE 14. COMPREHENSIVE INCOME

Total comprehensive income includes, in addition to net income, changes in equity that are excluded from the consolidated statements of income and are recorded directly into a separate section of shareholders’ equity on September 30, 2017, the consolidated balance sheets. Comprehensive income and its components consist of the following:

Period and Year Ended

 

March 31,

2021

 

 

December 31,

2020

 

 

 

(unaudited)

 

 

(audited)

 

Net loss

 

$(105,933)

 

$(396,027)

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

1,753

 

 

 

(103,991)

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

$(104,180)

 

$(500,018)

22

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15. LEGAL PROCEEDINGS

Civil case with Mr. Yao Gui Mu

Yao Gui Mu (“the Plaintiff”), former operation manager of the subsidiary in Shanxi, Shanxi Green Biotechnology Industry Company Limited (“the Defendant”Shanxi Subsidiary”) Limited,, brought a lawsuit against the CompanyShanxi Subsidiary, in the The District People’s Court of Jin Zhong City, Yu Ci District on November 20, 2017.District. The subject dispute of the lawsuit concerns an unsettled current account balance of $135,239$141,550 (RMB900,000) which was claimed to be a loan advanced to the Company by the Plaintiff. Together with the subject dispute, the Plaintiff also claimed the relevant interest was RMB513,100 calculated from November 6, 2012 to August 15, 2017 with 1% monthly interest rate. The Company’s PRC lawyer had prepared thesubmitted a Statement of Defense on November 23, 2017 and submitted to The District People’s Court of Yuci District, Jin Zhong City (“the Court”). A court hearing was held on December 5, 2017. Upon the request by the Court, Shanxi Subsidiary provided supplemental evidence to the Court on 16 January 2018. The second hearing was held on September 19, 2018.

The District People’s Court of Jin Zhong City, Yu Ci District released the civil judgement decision (2017) 晋0702 民初3879号, that there were not sufficient evidence provided by the Plaintiff for defense. Athe dispute, and the Court did not support for the claim of loan and related interest against the Shanxi Subsidiary. The judgement decision dated on August 31, 2018.

Yao Gui Mu (“the Appealer”) appeal for the decision to the Intermediate People’s Court of Shanxi Province, Jin Zhong City. On May 10, 2019, the Intermediate People’s Court of Shanxi Province, Jin Zhong City released civil judgement decision (2019) 晋07民終355号, that due to the fact that there was a second hearing held on September 19, 2018 after the judgement decision made on August 31, 2018, which was a severe disorder of procedures. Therefore, the civil judgement decision (2017) 晋0702 民初3879号 was revoked and the case was put to re-trial, which was subsequently carried out on October 16, 2019.

On December 16, 2019, the Court released the civil judgement decision (2019) 晋0702 民初3543号之一, that the related dispute loan was being a criminal case under police investigation. Before the police formed a decision, the Court could not confirm that the civil case was under the district court’s judgement jurisdiction. Therefore, the lawsuit against the Shanxi Subsidiary was rejected.

Yao Gui Mu (“the Appealer”) appeal for the decision (2019) 晋0702 民初3543号之一to the Intermediate People’s Court of Shanxi Province, Jin Zhong City. On June 29, 2020, the Intermediate People’s Court of Shanxi Province, Jin Zhong City released civil judgement decision (2020) 晋07民終1734号, agreed with the original civil judgement and reject the appeal.

On May 20, 2021, Yao Gui Mu (“the Plaintiff”) once again re-brought the lawsuit against the Shanxi Subsidiary to the District People’s Court of Jin Zhong City, Yu Ci District, after the police formed the decision on April 16, 2021, that no prosecution against the Plaintiff. On July 26, 2021, a court hearing was held on December 5, 2017, and pursuantthe trail completed. The judgement decision will be released not later than end of this year.

For the relevant interest of RMB513,100 claimed by the Plaintiff, according to the latest opinion fromcompany’s lawyer, there is no evidence showing that it is more likely than not that the Company will be liable for the said interest. Hence, no provision was made as at March 31, 2021.

23

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GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15. LEGAL PROCEEDINGS (CONTINUED)

Criminal investigation regarding a potential fraud with one of its former customers

Management of the Company suspects that there was a potential fraud committed in the sales made to one of its previous customers. Management reported to the local police of Yuci District, Jinzhong City, Shanxi Province, China about the said potential fraud. The Bureau of Public Security of Yuci District officially undertook the case and initiated investigation procedures on 11 September 2017. Management has been informed that the case is currently under criminal investigation by relevant authorities.

On May 6, 2021, the Management has been informed by the police authorities about no case for investigation decision晋中榆公不立字(2021) 000030号, because there was no sufficient evidence for the trial and no criminal prosecution will carry out.

The Company disagreed with the decision and appeal to the People’s Procuratorate of Jin Zhong City, Yu Ci District on May 7, 2021, and the appeal was accepted on May 21, 2021. On August 11, 2021, the People’s Procuratorate of Jun Zhong City, Yu Ci District made the decision 榆检二部移字[2021]Z4号to send back the case to the Bureau of Public Security of Jun Zhong City, Yu Ci District to reconsider the procedure for prosecution according to the regulation applied.

Criminal investigation against one of GVBT’s former employee

Management of the Company suspects that one of its former senior staff may have committed the offence of “unlawfully taking possession of company property through taking advantage of his position” under his employment with the Company. Management reported to the local police of Yuci District, Jinzhong City, Shanxi Province, China about the said potential fraud on 10 October, 2017. The Bureau of Public Security of Yuci District officially undertook its case and initiated investigation procedures on 28 January 2018. Management has been informed that the case is currently under criminal investigation by relevant authorities in China.

On April 16, 2021, the Management has been informed by the police authorities about no case for investigation decision晋中榆公不立字(2021) 000018号, because there was no sufficient evidence for the trial and no criminal prosecution will carry out.

The Company disagreed with the decision and appeal to the People’s Procuratorate of Jin Zhong City, Yu Ci District on May 7, 2021, and the appeal was accepted on July 5, 2021.

Besides the disclosure stated above, management is not aware of any other legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

NOTE 16. SUBSEQUENT EVENT

COVID-19

COVID-19 continues to spread rapidly to many parts of China and other parts of the world. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in China and elsewhere. In accordance with recommended and mandated restrictions by relevant government and public health officials in light of the COVID-19 outbreak, the Company’s PRC lawyer, no provisions haveoperations had been made for any probable and material loss as a resultslightly affected by the COVID-19. As of the lawsuit. The final judgmentissuance date of this report, the extent to which the COVID-19 impacts the Company’s results will depend on future developments, which are uncertain and cannot be predicted, including new information which may emerge concerning the severity of the lawsuit will be handed down within three months’ time by early February 2018.COVID-19 and the actions to contain the COVID-19 or treat its impact, among others.

 

Management has evaluated all activities and concluded that there waswere no other subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements.statements except for the disclosures in Note 15 and the mentioned above matters.

 

All subsequent events are being disclosed in the Company’s periodic reports that are currently in preparation for filing. Such events shall be described in detail therein.

 
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FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements"“forward-looking statements”. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate"“may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or "continue,"“continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management'smanagement’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

  

ITEM 2. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

GENERAL

 

Green Vision Biotechnology Corp. (the “Company”), formerly known as Vibe Wireless Corp., also formerly known as Any Translation Corp., was incorporated under the laws of the State of Nevada on July 5, 2012. We were founded to be in the business of translation and interpretation. The Company undertook translation and interpretation projects for various fields from business, economics, to science issues. The Company later adopted a business plan to pursue business opportunities in the global telecommunications industry.

 

On September 2, 2015, a change in control of the Company took place by virtue of the Company'sCompany’s largest shareholder and sole officer and director at that time, selling 4,000,000 shares of the Company'sCompany’s common stock to Forestbay Capital Partners II, LLC, a Delaware limited liability company. Such shares represented 65.8% of the Company'sCompany’s total issued and outstanding shares of common stock. As part of the sale of the shares, Forestbay Capital Partners arranged with the former officer and director, prior to his resignation as the sole officer and director of the Company Board, to appoint Mr. Edward Mooney as the sole officer and director of the Company. Mr. Mooney is the Manager of Forestbay Capital Partners II, LLC.

 

On November 12, 2015, we changed our name to Vibe Wireless Corp in connection with merging with our wholly-owned subsidiary. This name change and our ticker symbol change was acknowledged by FINRA and effected in the market on November 23, 2015.

 

The Company was originally incorporated under the laws of the State of Nevada on July 5, 2012 as Any Translation Corp.

 

On September 30, 2016, the Company filed a Certificate of Amendment with the Nevada Secretary of State (the “Nevada SOS”) whereby it amended its Articles of Incorporation by increasingto increase the Company’s authorized number of shares of common stock from 75 million to 750 million and increasingforward split all of its issued and outstanding shares of common stock at a ratio of ten (10) shares for every one (1) share held. The Company’s Board of Directors approved this amendment on September 30, 2016. This stock split has been retroactively applied to the financial statements.

 

On September 30, 2016, the Company filed Articles of Merger with the Nevada SOS whereby it entered into a statutory merger with its wholly-owned subsidiary, Green Vision Biotechnology Corp. pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company is the surviving entity and changed its name to “Green Vision Biotechnology Corp.”

 

On September 30, 2016, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting that the aforementioned forward split and name change be effected in the market. The Company also requested that its ticker symbol be changed to “GVBT”. Such notification form is being reviewed by FINRA. This name change and our ticker symbol change was acknowledged by FINRA and effected in the market on November 27, 2016.

 

As disclosed in our Current Report on Form 8-K dated May 12, 2017 there has beenwas a change in our management. Effective May 3, 2017, the Company accepted the resignation of Edward P. Mooney as the sole officer of the Company and as the sole member of the Company’s board of directors. Simultaneously, Mr. Ma Wai Kin, was elected as the Company’s President, Secretary, Treasurer and a member of the Board of Directors.

 

 
25

Table of Contents

  

Results of Operations

 

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue our operation.

 

We expect we will require additional capital to meet our long termlong-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

Our revenue was $16,234 for the three months ended September 30, 2017 (“Q3”), a decrease of 86.5% from $120,538 for the three months ended September 30, 2016 (“Comparable Quarter”). Revenue was $121,088 for the nine months period ended September 30, 2017 (“Nine Months of FY2017”), a decrease of 90.17% from $1,232,111 for the nine months ended September 30, 2016 (“Comparable Period”). Our net loss for the Q3, Comparable Quarter, the Nine Months of FY2017, and Comparable Period, were $(603,678) $(131,334), $(1,051,750) and $(488,738), respectively. Our comprehensive loss for the Q3, Comparable Quarter, the Nine Months of FY2017, and Comparable Period were $(585,453), $(181,931), $(963,156) and $(583,505), respectively. Through September 30, 2017, our accumulated deficit and cumulative comprehensive loss were $(4,251,700) and $(85,504). Through December 31, 2016, our accumulated deficit and cumulative comprehensive loss were $(3,199,950) and $(174,098), respectively.

Result of Operations for the Three months ended September 30, 2017March 31, 2021 and 20162020

 

Revenue was decreased$64,473 for the three months ended March 31, 2021 (“Q1”), increased by $104,304,$24,689, or 86.5%62.1% from $120,538 in$39,784 for the three months ended March 31, 2020 (“Comparable Quarter to $16,234 in Q3.Quarter”). The decreaseincrease in revenue during Q3the Q1 as compared to the Comparable Quarter was due to the result of the Company’s key customer has not placed an order for 2017. Moreover, this customer has not fully settled outstanding invoices for prior salesunit sale price was increasing and the Company has decided to stop selling products to this customer on credit. Moreover, the Company isbecame much more expensive in the process to take appropriate legal actions for the recovery of account receivable in the nearest future. In order to diversify the Company’s operating risk, we have commenced conducting various field trials in order to promote and increase the sales of our products in major rice producing provinces in China, including Guangxi, Heilongjiang, and Jiangxi.Q1.

 

Cost of sales was decreased by $88,007,$22,433, or 89.4%40.6% from $98,462$55,186 in the Comparable Quarter to $10,455$32,753 in Q3.Q1. The decrease was mainly due to the decrease in production correspondingsales volumes which were 276 tonnes in Comparable Quarter decreased to 132 tonnes in Q1 while the decrease in the sales revenue.unit cost increased from around $200 to $248 per tonnes. In terms of percentage of revenue, cost of sales was 64.4%50.8% in Q3Q1 as compared to 81.7%138.7% in the Comparable Quarter. The decrease was due to the significant decrease in certain variable costs as the production level dropped.

 

Gross profit was decreasedincreased by $16,297,$47,122, or 73.8%305.9% from $22,076negative $15,402 in the Comparable Quarter to $5,779$31,720 in Q3. The decrease reflected the correlation in reduction of revenue.Q1. In terms of percentage of revenue, the gross profit percentage was increased to 35.6%49.2% for Q3Q1 as compared to 18.3%negative 38.7% for the Comparable Quarter. The decreaseincrease of gross profit was primarily due to the significant droprise in the unit sales revenue.price.

 

Selling expenses were increased by $23,968,$23,918 or 166.0%1756.1% from $14,437$1,362 for the Comparable Quarter to $38,405$25,280 in Q3.Q1. In terms of percentage of revenue, the rates were 236.6%39.2% in Q3Q1 compared to 12.0%3.4% in the Comparable Quarter. The increase wasis primarily due to the resultincrease of more spending on promotion campaigns for stimulation on future sales againstcommission expenses to stimulate the continuous decline in sales revenue.sale activities.

 

General and administrative expenses were increased by $354,314,$33,872, or 165.1%42.6% from $214,650$79,458 for the Comparable Quarter to $568,964$113,330 for Q3.Q1. The increase is primarily due to the provision of doubtful debts of $345,596increment in Q3. Excluding this factor, there was a slightly increase of $8,718, or 4.1%, compared to the Comparable Quarter.salary and professional fee in Q1.

 

The following is a summary of general and administrative expenses for the three months ended September 30, 2017,March 31, 2021, and 2016.2020.

 

 

 

Sept 30,

2017

 

 

Sept 30,

2016

 

 

Difference

 

 

 

Unaudited

 

 

Unaudited

 

 

 

Consulting fees

 

$30,801

 

 

$44,505

 

 

$(13,704)

Salary and payroll expenses

 

 

56,887

 

 

 

48,680

 

 

 

8,207

 

Professional fees

 

 

14,313

 

 

 

754

 

 

 

13,559

 

Travel and entertainment

 

 

15,483

 

 

 

33,361

 

 

 

(17,878)

Research and Development

 

 

12,156

 

 

 

-

 

 

 

12,156

 

Provision for doubtful debts

 

 

345,596

 

 

 

-

 

 

 

345,596

 

Depreciation and amortization

 

 

62,900

 

 

 

61,678

 

 

 

1,222

 

Other

 

 

30,828

 

 

 

25,672

 

 

 

(5,156)

 

 

$568,964

 

 

$214,650

 

 

$354,314

 

26
Table of Contents

 

 

March 31,

2021

 

 

March 31,

2020

 

 

Difference

 

 

 

Unaudited

 

 

Unaudited

 

 

 

Consulting fees

 

$4,630

 

 

$4,621

 

 

$9

 

Salary and payroll expenses

 

 

38,862

 

 

 

15,819

 

 

 

23,043

 

Professional fees

 

 

21,079

 

 

 

6,200

 

 

 

14,879

 

Travel and entertainment

 

 

2,055

 

 

 

5,844

 

 

 

(3,789)

Depreciation and amortization

 

 

42,169

 

 

 

39,499

 

 

 

2,670

 

Other

 

 

4,535

 

 

 

7,475

 

 

 

(2,940)

 

 

$113,330

 

 

$79,458

 

 

$33,872

 

 

Consulting fees were decreasedincreased by $13,704,$9, or 30.8%0.2%, from $44,505$4,621 in Comparable Quarter to $30,801$4,630 in Q3, owing to the engagement of external consultants to improve the Company’s operating activities in the Comparable Quarter.Q1.

 

Our salary and payroll expenses were increased by $8,207,$23,043 or 16.9%145.7%, to $56,887$38,862 in Q3,Q1, as compared to $48,680$15,819 in the Comparable Quarter. We anticipate that salary and wages on payroll expenses will continue to rise in future periods as it becomes necessary to increase our staff in order to enhance our management quality for the listing requirement and to increase our production activities.

 

Professional fees were increased by $13,559, or 1798.3%,$14,879, from $754$6,200 in Comparable Quarter to $14,313$21,079 in Q3.Q1. The increase of professional fees was due to the engagement of more independent professionals such as international lawyers and accountants.lawyers.

 

Travel and entertainment expenses were decreased by $17,878,$3,789, or 53.6%64.8%, from $33,361$5,844 in Comparable Quarter to $15,483$2,055 in Q3.Q1. The decrease of travel and entertainment expenses was due to the reduction of project-based travelling activities.

 

26

Research and Development expenses were increased to $12,156 in Q3 from $Nil in Comparable Quarter.

Provision for doubtful debts were increased to $345,596 in Q3 from $Nil in Comparable Quarter. The increase was due to the doubtful allowance to the accounts receivable of one major customer provided in Q3. The Company is taking all possible action to collect the overdue receivable in the coming quarter.

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Depreciation and amortization expenses were increased by $1,222,$2,670, or 2.0%6.8%, from $61,678$39,499 in Comparable Quarter to $62,900$42,169 in Q3.Q1.

 

Other expenses include items such as office expenses, software related costs, telephone and a variety of other miscellaneous expenses. None of these expenses alone changed significantly except repair fee and office expenses, as the difference was $5,156, slightly increase$2,940, or 39.3% decrease from $25,672$7,475 in Comparable Quarter to $30,828$4,535 in Q3.Q1.

 

We anticipate that we will incur higher general and administrative expenses as a public company. We expect that our professional fees, cost of transfer agent, investor relations costs and other stock related costs will accordingly increase.

 

We also anticipate that selling, general and administrative expenses will concurrently increase with our increased activity in the future but will not increase in the same proportion to that of revenue.

 

Our loss from operations was increased by $394,579$10,668 or 190.61%11.1%, to negative $601,590$106,890 in Q3,Q1, from $207,011negative $96,222 in Comparable Quarter.

 

Non-operating income (expenses) was decreased by $77,765,$71,873, or 102.8%98.7%, to negative $2,088income of $957 in Q3,Q1, from $75,677income of $72,830 in Comparable Quarter, of which mainly due to the decrease of other income by $89,140 from $90,624 in Q3.Comparable Quarter to $1,484 in Q1.

 

The net loss attributed to the Company was expandedincreased by $472,344,$82,541, or 359.7%352.9% to negative $603,678$105,933 in Q3,Q1, as compared to negative $131,334$23,392 in Comparable Quarter.

27
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Result of Operations for the nine months ended September 30, 2017 and 2016

Revenue was decreased by $1,111,023, or 90.2% from $1,232,111 in the Comparable Period to $121,088 in the Nine Months of FY2017. The decrease in revenue during the Nine Months of FY2017 as compared to the Comparable Period was the result of the Company’s key customer has not placed an order for 2017. Moreover, this customer has not fully settled outstanding invoices for prior sales and the Company has decided to stop selling products to this customer on credit. In order to diversify the risk, our Company has conducted various field trials in order to promote and increase the sales in those major rice-producing provinces in China including Guangxi, Heilongjiang, and Jiangxi.

Cost of sales was decreased by $866,347, or 92.1% from $940,962 in the Comparable Period to $74,615 in the Nine Months of FY2017. The decrease was due to the decrease in production corresponding with the decrease in the sales revenue. In terms of percentage of revenue, cost of sales was 61.6% in the Nine Months of FY2017 as compared to 76.4% in the Comparable Period. The decrease was due to the significant decrease in certain variable costs as the production level dropped.

Gross profit was decreased by $244,676, or 84.0% from $291,149 in the Comparable Period to $46,473 in the Nine Months of FY2017. The decrease reflected the correlation in reduction of revenue. In terms of percentage of revenue, the gross profit percentage was increased to 38.4% for the Nine Months of FY2017 as compared to 23.6% for the Comparable Period. The decrease was primarily due to the significant drop in the sales revenue

Selling expenses were decreased by $12,633, or 19.7%, to $51,615 in the Nine Months of FY2017 from $64,248 in the Comparable Period. In terms of percentage of revenue, the rates were 42.6% in the Nine Months of FY2017 compared to 5.2% in the Comparable Period. The decrease is primarily due to the decrease of testing expenses and shipping and transportation expenses which were correlated to the decrease in sales.

General and administrative expenses were increased by $264,534, or 34.0% to $1,041,981 in the Nine Months of FY2017 from $777,447 in the Comparable Period. The increase is primarily due to the provision for doubtful debts of $345,596 in the period. Excluding this factor, there was a decrease of $81,062 compared to the Comparable Period.

The following is a summary of general and administrative expenses for the nine months ended September 30, 2017, and 2016.

 

 

Sept 30,

2017

 

 

Sept 30,

2016

 

 

Difference

 

 

 

Unaudited

 

 

Unaudited

 

 

 

 

Consulting fees

 

$99,091

 

 

$212,822

 

 

$(113,731)

Salary and payroll expenses

 

 

158,872

 

 

 

158,591

 

 

 

281

 

Professional fees

 

 

59,764

 

 

 

38,448

 

 

 

21,316

 

Travel and entertainment

 

 

78,724

 

 

 

113,722

 

 

 

(34,998)

Research and Development

 

 

34,607

 

 

 

-

 

 

 

34,607

 

Provision for doubtful debts

 

 

345,596

 

 

 

-

 

 

 

345,596

 

Depreciation and amortization

 

 

175,280

 

 

 

162,599

 

 

 

12,681

 

Other

 

 

90,047

 

 

 

91,265

 

 

 

(1,218)

 

 

$1,041,981

 

 

$777,447

 

 

$264,534

 

Consulting fees were decreased by $113,731, or 53.4%, to $99,091 in the Nine Months of FY2017, from $212,822 in Comparable Period, owing to the engagement of external consultants to improve the Company’s operating activities in the Comparable Period.

Our salary and payroll expenses were increased slightly to $158,872 in the Nine Months of FY2017, as compared to $158,591 in the Comparable Period. We anticipate that salary and payroll expenses will continue to rise in future periods as it becomes necessary to increase our staff in order to enhance our management quality for the listing requirement and to increase our production activities.

Professional fees were increased by $21,316, or 55.4%, from $38,448 in Comparable Period to $59,764 in the Nine Months of FY2017. The increase of professional fees was due to the engagement of more independent professionals such as international lawyers and accountants.

Travel and entertainment expenses were decreased by $34,998, or 30.8%, from $113,722 in Comparable Period to $78,724 in Nine Months of FY2017. The decrease of travel and entertainment expenses is primarily due to the reduction of project-based travelling activities.

Research and Development expenses were increased to $34,607 in the Nine Months of FY2017 from $Nil in the Comparable Period.

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Provision for doubtful debts were increased to $345,596 in the Nine Months of FY2017 from $Nil in Comparable Period. The increase was due to the doubtful allowance to the accounts receivable of one major customer provided in the period. The Company is taking all possible action to collect the overdue receivable in the coming quarter.

Depreciation and amortization expenses were increased by $12,681, or 7.8%, from $162,599 in Comparable Period to $175,280 in the Nine Months of FY2017.

Other expenses include items such as office expenses, software related costs, telephone and a variety of other miscellaneous expenses. None of these expenses alone changed significantly as the difference was $1,218, or 1.3%, a minor reduction from $91,265 in Comparable Period to $90,047 in the Nine Months of FY2017.

We anticipate that we will incur higher general and administrative expenses as a public company. We expect that our professional fees, cost of transfer agent, investor relations costs and other stock related costs will increase.

We also anticipate that selling, general and administrative expenses will concurrently increase with our increased activity in the future but will not increase in the same proportion to that of revenue.

Our loss from operations was expanded by $496,577 or 90.2%, to negative $1,047,123 in the Nine Months of FY2017, from negative $550,546 in Comparable Period.

Non-operating income (expenses) decreased $66,435, or 107.5% to negative $4,627 in the Nine Months of FY2017, from $61,808 in Comparable Period, of which mainly due to the other income decreased $76,734, or 98.4% from $77,999 in Comparable Period to $1,265 in the Nine Months of FY2017.

The net loss attributed to the Company further expanded by $563,012, or 115.2% to negative $1,051,750 in the First Half Year of FY2017, as compare to negative $488,738 in Comparable Period.

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Liquidity and Capital Resources

 

The Company’s liquidity and capital is dependent on whether the Company is capable of generating its revenues and increasing its capital for the development and expansion of its business.

 

Management plans to support the Company’s operation and its business strategy by raising funds through public and private offerings and relying on officers and directors to perform essential management functions with minimal compensation. If we do not raise all of the money we need from a public offering, we will have to find alternative sources, such as a private placement of securities, or loans from our officers, directors or others. The loans are likely to be unsecured, non-interest bearing and repayable at demand.

 

Moreover, management has actively taken steps to revise its operating and financial needs. Management believes that the Company’s current and available capital resources will allow it to continue its operations throughout this fiscal year.

 

Working capital

 

At September 30, 2017,March 31, 2021, we had a working capital deficit of $8,435,775,$10,459,088, as compared to a working capital deficit of $7,333,603$10,399,991 at December 31, 2016.2020. Of the working capital deficit at September 30, 2017, $9,189,816March 31, 2021, $10,098,169 was amount due to related parties and shareholder. Excluding the amounts due to related parties and shareholder, we would have had a negative working capital surplus of $754,041$360,919 at September 30, 2017.March 31, 2021. As comparison, for the working capital deficit at December 31, 2016, $10,362,9922020, $9,873,574 was amount due to related parties and holding company and $1,814,133 was due from related parties.holding. Excluding the amounts due to/fromto related parties and holding company, we would have had a negative working capital surplus of $1,215,256$526,417 at December 31, 2016.2020. The amounts due to related parties and shareholder are unsecured, interest free and repayable on demand.

 

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The Company is working with the related parties and expects to have the amounts be offset or settled on or before December 31, 2017.

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Operating activities

 

During the ninethree months ended September 30, 2017,March 31, 2021, operating activities usedprovided cash in operations of $284,013,$7,502, and for the comparable nine monthsyear ended September 30, 2016,March 31, 2020, operating activities used cash in operations of $727,848.$54,379. The use of cash in operating activities for the ninethree months ended September 30, 2017March 31, 2021 was mainly derived from a net loss of $1,051,750$105,933 with a non-cash itemitems of $197,396$42,169 ($179,47435,961 plus $17,922)$6,208) in depreciation and amortization, and $345,596negative $94,854 in inventory provision of doubtful debt;reversal; moreover, there was an increaseincreased in cash of $31,035$92,869 in inventories;inventory; an increased in cash of $38,269 in accrued expenses and an increase in cash of $255,178$31,669 in other receivables; a decrease of $40,447 in accrued expenses,amount due to related parties, which were offset by a net decrease in cash of $562,981 ($610,830 minus $47,849)negative $5,920 in amount due from/to related parties.other tax payables. As comparison, the use of cash in operating activities for the comparable ninethree months ended September 30, 2016March 31, 2020 was mainly derived from a net loss of $448,738$23,392 with a non-cash item of $209,093$39,499 ($33,734 plus $5,765) in depreciation and amortization;amortization, negative $75,321 in inventory provision reversal and negative $5,529 in disposal gain of property, plant and equipment; moreover, there was an increase in cash of $829,810$7,735 in account receivables;accounts receivable; an increase in cash of $856,595$75,321 in other receivables; a decreaseinventories; and an increase in cash of $81,963$11,460 in advances from customer; a decrease of $93,907 in other payables;customer, which were offset by a decrease in cash of $361,5841,668 in inventories; and an increaseother payable; a decrease in cash of $50,660$28,344 in accounts payable;accrued expenses and a net increasedecrease in cash of $1,009,562 ($1,421,499 minus $411,937)$53,966 in amount due to/fromto related parties.

 

Investing Activities

 

During the ninethree months ended September 30, 2017,March 31, 2021, investing activities used $1,502provided $Nil of cash; and for comparable ninethree months ended September 30, 2016,March 31, 2020, investing activities used $1,450provided $5,529 of cash. The slight increase in use of cash was due to the decrease in investment on purchases of property, plant and equipment.

 

Financing Activities:

 

During the ninethree months ended September 30, 2017,March 31, 2021, financing activities used $173,600provided cash of cash;$197,415; and for comparable ninethree months ended September 30, 2016,March 31, 2020 financing activities provided $517,606cash of cash.$1,126. The change of cash usedprovided by financing activities was derived from the repayment ofchanges in the amounts due to our shareholder.

 

As at September 30, 2017,March 31, 2021, net cash and cash equivalents balance was $59,532$231,549 as compared to balance $518,849$26,734 as at December 31, 2016.2020.

 

As of September 30, 2017,March 31, 2021, stockholder’s equity was negative $4,458,623,$7,518,721, compared to a negative equity of $3,331,168$7,414,541 at December 31, 2016.2020.

 

In the current operation, theThe source of fund for supporting the Company’s business operation was provided by loans from directors and shareholders. In the event the directors and shareholders do not continue to support the Company’s business operation, the Company could be short of funds and may not be able to operate any longer.

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The amounts due to related parties and director are interest-free loans. These loans are unsecured and have no fixed repayment terms.

 

Plan of Operation and Funding

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds, loans from third parties, other debt facilities, or further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a growing business; and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to the shareholdings of our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

 

Since 2017, local government of Jinzhong City, Shanxi Province, China (where Shanxi Lutu and our production plant is located) has promulgated a new set of environmental regulations restricting the use of coal-fired boilers in factories. Since coal-powered generators were used in our production plant, our production activities starting from 2017 were restricted to a certain extent.

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We cannot ensure that we can comply with the new environmental regulations in time. If that is the case, our production and our production capacity may be reduced as a result. This will affect our ability to generate income and to meet the demand of our customers, which in turn could have a material adverse effect on our financial condition and results of operations.

Due to the enforcement on new environmental regulations over industrial production by coal-fired boilers by local authorities in Shanxi, the Company’s production was restricted to a certain extent in 2017. In order to fully comply with the new environmental regulations in place, management of the Company had planned to carry our rectification work and expected that the rectification work could be completed by mid of 2018 and full-scale production might resume in the second half of 2018. However, due to the shortage of funding to carry out the rectification work on our coal-powered generators, our production activities were restricted since second quarter in 2018. Our production and our production capacity was reduced as a result, significantly affected our ability to generate income and to meet the demand of our customers, which in turn had a material adverse effect on our financial condition and results of operations. The management had decided to maintain our business by way of sub-contracting or assignment of the production. Furthermore, the management had further researched for other business opportunity to utilize the reduced capacity of the property and equipment, in order to make better the worsened revenue.

Off-Balance Sheet Arrangements

 

As of the date of this Quarterly Report, 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 are material to investors.

 

Going Concern

 

The independent auditors'auditors’ report accompanying our December 31, 20162020 audited financial statements filed in Form 8-K and 8-K./A to US SEC10-K on May 12, 2017 and August 3, 2017September 21, 2021 contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming“assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

COVID-19

COVID-19 continues to spread rapidly to many parts of China and other parts of the world. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in China and elsewhere. In accordance with recommended and mandated restrictions by relevant government and public health officials in light of the COVID-19 outbreak, the Company’s operations had been slightly affected by the COVID-19. As of the issuance date of this report, the extent to which the COVID-19 impacts the Company’s results will depend on future developments, which are uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 and the actions to contain the COVID-19 or treat its impact, among others.

ITEM 3.3: QUANTITATIVE AND QUALITATIVE DISCLOSURESQUALITAIVE DISCLOSURE ABOUT MARKET RISK.RISK

 

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

 

ITEM 4.4. CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted by an officer under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2017.March 31, 2021. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the ninethree months period ended September 30, 2017March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 
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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Subsequent to the period ended on September 30, 2017, Civil case with Mr. Yao Gui Mu

Yao Gui Mu (“the Plaintiff”), former operation manager of the subsidiary in Shanxi, Shanxi Green Biotechnology Industry Company Limited (“the Defendant”Shanxi Subsidiary”) Limited,, brought a lawsuit against the CompanyShanxi Subsidiary, in the The District People’s Court of Jin Zhong City, Yu Ci District on November 20, 2017.District. The subject dispute of the lawsuit concerns an unsettled current account balance of $135,239$141,550 (RMB900,000) which was claimed to be a loan advanced to the Company by the Plaintiff. Together with the subject dispute, the Plaintiff also claimed the relevant interest was RMB513,100 calculated from November 6, 2012 to August 15, 2017 with 1% monthly interest rate. The Company’s PRC lawyer had prepared thesubmitted a Statement of Defense on November 23, 2017 and submitted to The District People’s Court of Yuci District, Jin Zhong City (“the Court”). A court hearing was held on December 5, 2017. Upon the request by the Court, Shanxi Subsidiary provided supplemental evidence to the Court on 16 January 2018. The second hearing was held on September 19, 2018.

The District People’s Court of Jin Zhong City, Yu Ci District released the civil judgement decision (2017) 晋0702 民初3879号, that there were not sufficient evidence provided by the Plaintiff for defense. Athe dispute, and the Court did not support for the claim of loan and related interest against the Shanxi Subsidiary. The judgement decision dated on August 31, 2018.

Yao Gui Mu (“the Appealer”) appeal for the decision to the Intermediate People’s Court of Shanxi Province, Jin Zhong City. On May 10, 2019, the Intermediate People’s Court of Shanxi Province, Jin Zhong City released civil judgement decision (2019) 晋07民終355号, that due to the fact that there was a second hearing held on September 19, 2018 after the judgement decision made on August 31, 2018, which was a severe disorder of procedures. Therefore, the civil judgement decision (2017) 晋0702 民初3879号 was revoked and the case was put to re-trial, which was subsequently carried out on October 16, 2019.

On December 16, 2019, the Court released the civil judgement decision (2019) 晋0702 民初3543号之一, that the related dispute loan was being a criminal case under police investigation. Before the police formed a decision, the Court could not confirm that the civil case was under the district court’s judgement jurisdiction. Therefore, the lawsuit against the Shanxi Subsidiary was rejected.

Yao Gui Mu (“the Appealer”) appeal for the decision (2019) 晋0702 民初3543号之一to the Intermediate People’s Court of Shanxi Province, Jin Zhong City. On June 29, 2020, the Intermediate People’s Court of Shanxi Province, Jin Zhong City released civil judgement decision (2020) 晋07民終1734号, agreed with the original civil judgement and reject the appeal.

On May 20, 2021, Yao Gui Mu (“the Plaintiff”) once again re-brought the lawsuit against the Shanxi Subsidiary to the District People’s Court of Jin Zhong City, Yu Ci District, after the police formed the decision on April 16, 2021, that no prosecution against the Plaintiff. On July 26, 2021, a court hearing was held on December 5, 2017, and pursuantthe trail completed. The judgement decision will be released not later than end of this year.

For the relevant interest of RMB513,100 claimed by the Plaintiff, according to the latest opinion fromcompany’s lawyer, there is no evidence showing that it is more likely than not that the Company’s PRC lawyer,Company will be liable for the said interest. Hence, no provisions have beenprovision was made for any probable and material loss as at March 31, 2021.

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Criminal investigation regarding a resultpotential fraud with one of its former customers

Management of the lawsuit.Company suspects that there was a potential fraud committed in the sales made to one of its previous customers. Management reported to the local police of Yuci District, Jinzhong City, Shanxi Province, China about the said potential fraud. The final judgmentBureau of Public Security of Yuci District officially undertook the case and initiated investigation procedures on 11 September 2017. Management has been informed that the case is currently under criminal investigation by relevant authorities.

On May 6, 2021, the Management has been informed by the police authorities about no case for investigation decision晋中榆公不立字(2021) 000030号, because there was no sufficient evidence for the trial and no criminal prosecution will carry out.

The Company disagreed with the decision and appeal to the People’s Procuratorate of Jin Zhong City, Yu Ci District on May 7, 2021, and the appeal was accepted on May 21, 2021. On August 11, 2021, the People’s Procuratorate of Jun Zhong City, Yu Ci District made the decision 榆检二部移字[2021]Z4号to send back the case to the Bureau of Public Security of Jun Zhong City, Yu Ci District to reconsider the procedure for prosecution according to the regulation applied.

Criminal investigation against one of GVBT’s former employee

Management of the lawsuitCompany suspects that one of its former senior staff may have committed the offence of “unlawfully taking possession of company property through taking advantage of his position” under his employment with the Company. Management reported to the local police of Yuci District, Jinzhong City, Shanxi Province, China about the said potential fraud on 10 October, 2017. The Bureau of Public Security of Yuci District officially undertook its case and initiated investigation procedures on 28 January 2018. Management has been informed that the case is currently under criminal investigation by relevant authorities in China.

On April 16, 2021, the Management has been informed by the police authorities about no case for investigation decision晋中榆公不立字(2021) 000018号, because there was no sufficient evidence for the trial and no criminal prosecution will be handed down within three months’ time by early February 2018.carry out.

The Company disagreed with the decision and appeal to the People’s Procuratorate of Jin Zhong City, Yu Ci District on May 7, 2021, and the appeal was accepted on July 5, 2021.

 

Besides the disclosure stated above, management is not aware of any other legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

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ITEM 1A. RISK FACTORS

 

Not applicable to a smaller reporting company.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

No report required.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No report required.

 

ITEM 4. MINESAFETY DISCLOUSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

No report required.

 

 
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ITEM 6. EXHIBITS

 

Exhibits

 

Exhibit No.

 

Description

 

31.1

 

Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2

 

Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1

 

32.1

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 
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SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

GREEN VISION BIOTECHNOLOGY CORP.

    

Date: February 13, 2018 By :

September 25, 2021
By:

/s/ William Ching Wan Lam

 

 

William Ching Wan Lam

Chief Executive Officer

 
   

Date: September 25, 2021

By :

Date: February 13, 2018By:

/s/ Kwok Leung Lo

 

 

Kwok Leung Lo

Chief Financial Officer

 

Chief Financial Officer

 

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