Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_______________________

FORM 10-Q

_______________________

(Mark One)

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

For the quarterly period ended March 31, 2022

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

For the transition period from___________ to ____________

Commission file number 000-52622

GREEN PLANET BIOENGINEERING CO., LTD.

(Exact Name of Registrant as Specified in its charter)

Delaware		37-1532842
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

20807 Biscayne Blvd., Suite 203, Aventura, Florida		33180
(Address of principal executive offices)		(Zip Code)

(786) 279-2900

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller company)

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☒ No ☐

The number of shares of common stock outstanding as of May 13, 2022 was 20,006,402.

TABLE OF CONTENTS

		Page Number
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1

	Condensed Statements of Operations for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	2

	Condensed Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	3

	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	4

	Notes to the Condensed Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	8

Item 4.	Controls and Procedures	8

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	9

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9

Item 3.	Defaults upon Senior Securities	9

Item 4.	Reserved	9

Item 5.	Other Information	9

Item 6.	Exhibits	9

SIGNATURES		10

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INTERIM FINANCIAL STATEMENTS

The unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions under Regulation S-X of the Securities and Exchange Commission (“SEC”) Form 10-Q. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2021.

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position as of the period reporting date, and the results of its operations and cash flows for the fiscal period end. The results of operations for the fiscal period end are not necessarily indicative of the results to be expected for future quarters or the full fiscal year.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. These statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes,” “may,” “will,” “should,” “could,” “plans,” “estimates,” and similar language or negative of such terms. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals. Actual events or results may differ materially. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.

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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Green Planet Bioengineering Co., Ltd.

Condensed Balance Sheets

	March 31, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	-		$	-
TOTAL CURRENT ASSETS	$	-		$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current liabilities
Accounts payable	$	8,948		$	-

Amount due to a related party		354,097			349,387

TOTAL CURRENT LIABILITIES		363,045			349,387

Commitments and Contingencies		-			-

STOCKHOLDERS’ DEFICIT

Preferred stock: par value of $0.001 per share Authorized: 10,000,000 shares at March 31, 2022 and December 31, 2021 Issued and outstanding: 0 shares at March 31, 2022 and December 31, 2021		-			-

Common stock: par value of $0.001 per share Authorized: 250,000,000 shares at March 31, 2022 and December 31, 2021 Issued and outstanding: 20,006,402 shares at March 31, 2022 and December 31, 2021		20,006			20,006
Additional paid-in-capital		609,614			609,614
Accumulated deficit		(992,665	)		(979,007	)

TOTAL STOCKOLDERS’ DEFICIT		(363,045	)		(349,387	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-

See Notes to the Unaudited Condensed Financial Statements

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Green Planet Bioengineering Co., Ltd.

Condensed Statements of Operations

(Unaudited)

	Three months ended March 31,
	2022			2021
Administrative expensesManagement does not believe that the recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited	$	(13,658	)	$	(8,972	)
Loss before income taxes		(13,658	)		(8,972	)
Provision for income taxes		-			-
Net loss		(13,658	)		(8,972	)
Loss per share
-Basic and diluted	$	(*	)	$	(*	)
Weighted average number of shares outstanding
-Basic and diluted		20,006,402			20,006,402

* Less than $.01, per share

See Notes to the Unaudited Condensed Financial Statements

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Green Planet Bioengineering Co., Ltd

Condensed Statements of Changes in Stockholders’ Deficit

For the Three Months Ended March 31, 2022 and 2021

(Unaudited)

	Preferred Stock				Common Stock				Additional
	Number				Number				paid-in		Accumulated
	of shares		Amount		of shares		Amount		capital		deficit			Total
Balance, December 31, 2020		-	$	-		20,006,402	$	20,006	$	609,614	$	(946,078	)	$	(316,458	)
Net loss for the three months		-		-		-		-		-		(8,972	)		(8,972	)
Balance March 31, 2021 (Unaudited)		-	$	-		20,006,402	$	20,006	$	609,614	$	(955,050	)	$	(325,430	)
Balance, December 31, 2021		-	$	-		20,006,402	$	20,006	$	609,614	$	(979,007	)	$	(349,387	)
Net loss for the three months		-		-		-		-		-		(13,658	)		(13,658	)
Balance, March 31, 2022 (Unaudited)		-	$	-		20,006,402	$	20,006	$	609,614	$	(992,665	)	$	(363,045	)

See Notes to the Unaudited Condensed Financial Statements

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Green Planet Bioengineering Co., Ltd.

Condensed Statements of Cash Flows

(Unaudited)

	Three months ended March 31,
Cash flows from operating activities	2022			2021
Net loss
Changes in operating assets and liabilities:	$	(13,658	)	$	(8,972	)
Accounts payable and accrued liabilities		8,948			8,972
Net cash flows used by operating activities		(4,710	)		-

Cash flows from investing activities		-			-

Cash flows from financing activities
Amount due to a related company		4,710			-
Net cash flows provided by financing activities		4,710			-

Net decrease in cash		-			-
Cash – beginning of period		-			-
Cash – end of period	$	-		$	-
Supplemental disclosures for cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See Notes to the Unaudited Condensed Financial Statements

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Green Planet Bioengineering Co., Ltd

Notes to the Condensed Financial Statements

(Unaudited)

1. General Information

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

In March 2012, Global Fund Holdings Corp. (“Global Funds”) an Ontario, Canada Corporation became a majority stockholder of the Company.

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

2. Summary of significant accounting policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10- Q of Regulation S-K. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission. The unaudited condensed financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal and recurring adjustments have been made. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022.

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses for the years reported. Actual results could differ from those estimates. Significant items that require estimates were accruals of liabilities.

Cash and cash equivalents

Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less to be cash equivalents. Balances of cash and cash equivalents in financial institutions may at times exceed the government-insured limits.

Loss per share

Earnings per share is reported in accordance with FASB ASC Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings, for all entities with complex capital structures. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted EPS is not provided, when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share. As of March 31, 2022 and 2021, the Company does not have any common share equivalents outstanding.

Fair Value Measurements

FASB ASC Topic 820, “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements. Investment measured and reported at fair value are classified and disclosed in one of the following hierarchy:

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2. Summary of Significant Accounting Policies – continued

Level 1 -	Quoted prices are available in active markets for identical investments as of the period reporting date

Level 2 -	Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.

Level 3 -	Pricing inputs are unobservable for the investment and included situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation.

Recent Changes in Accounting Standards

Management does not believe that the recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed financial statements.

3. Going Concern

The unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently a public reorganized shell corporation and has no current business activity. The Company’s ability to continue as a going concern is dependent on continued support from a related party of the majority stockholder. This gives rise to substantial doubt about the Company’s ability to continue as a going concern.

4. Amount Due to a Related Company

The Company relies on a related party of the majority stockholder to advance funds to finance its operating expenses. The Company’s Chief Executive Officer, Chief Financial Officer and Director of the Company is also a director of the related party. The amounts advanced of $354,097 are interest-free, unsecured and are repayable upon demand.

5. Preferred stock / Common stock

Series A Preferred stock

The Company is authorized under its Articles of Incorporation to issue 10,000,000 shares of Series A preferred stock with a par value of $0.001 per share. Each share of the Company’s preferred stock provides the holder with the right to vote 1,000 votes on all matters submitted to a vote of the stockholders of the Company and is convertible into 1,000 shares of the Company’s common stock. The preferred stock is non-participating and carries no dividend.

The Company does not have any issued shares of the preferred stock as of March 31, 2022 and December 31, 2021.

Common stock

The Company is authorized to issue 250,000,000 shares of common stock with a par value of $0.001 per share. During the three months ended March 31, 2022, the Company did not issue any shares of common stock or warrants.

The Company has issued 20,006,402 shares of common stock as of March 31,2022 and December 31,2021.

6. Subsequent Events

The related party advanced the Company $8,948 from April 1, 2022 through the date of filing.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General Overview

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

Results of Operations and Financial Condition for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021.

The Company had no active business operations for the three months ended March 31, 2022 and March 31, 2021. Expenses consist of accounting and filing fees.

Liquidity and capital resources

The Company had no active business operations for the three months ended March 31, 2022 and 2021. Accordingly, all the Company’s cash flow needs were provided solely by a related party of Global Funds, the majority stockholder to pay expenses necessary as a public company.

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

The financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently a public reorganized shell corporation and has no current business activity. The Company’s ability to continue as a going concern is dependent on continued support from a related party of Global Funds, the majority stockholder. This gives rise to substantial doubt about the Company’s ability to continue as a going concern.

Risk factors

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

Significant Estimates

We prepare financial statements in conformity with generally accepted accounting principles in the United States of America. As such, we are required to make estimates, judgements and assumptions that we believe are reasonable based upon historical experience, current treads and other factors. These estimates, judgement and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the periods presented. Actual results could be different from those estimates.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Market Risks

There has been no material change in market risks since our last Annual Report on Form 10-K for the year ended December 31, 2021.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the fiscal period end, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. RESERVED

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

31	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized this 13th day of May, 2022.

	GREEN PLANET BIOENGINEERING CO., LTD.

Date: May 13, 2022	By:	/s/ Jordan Weingarten
		Jordan Weingarten
		President (Principal Executive Officer
		and Principal Financial and Accounting
		Officer) and Director