Green Planet Bio Engineering Co. Ltd. - Annual Report: 2012 (Form 10-K)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________
FORM 10-K
_______________________
(Mark One)
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þ
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2012
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or
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¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from___________to___________
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Commission file number 000-52622
GREEN PLANET BIOENGINEERING CO., LTD.
(Exact Name of Registrant as Specified in its charter)
| Delaware | 37-1532842 | |
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(State or Other Jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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19950 West Country Club Drive,
Suite 100, Aventura, Florida
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33180 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (305) 328-8662
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes þ No ¨
The aggregate market value of the registrant’s common stock held by non-affiliates was $44,930 based on the closing sale price of common stock on June 30, 2012. The number of shares of common stock outstanding as of April 8, 2013 was 20,006,402.
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PART IV
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2
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. These statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes,” “may,” “will,” “should,” “could,” “plans,” “estimates,” and similar language or negative of such terms. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals. Actual events or results may differ materially. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.
3
Description of Business
Green Planet Bioengineering Co., Ltd. (“Green Planet” or “Company”) now operates as a public reorganized shell corporation with the purpose to acquire or merge with an existing business operation.
Our History
Mondo Acquisition II, Inc. was incorporated in the State of Delaware on October 30, 2006 and changed the name to Green Planet Bioengineering Co., Ltd. on October 2, 2008. In October 2008, the Company acquired Elevated Throne Overseas Ltd, a company incorporated in British Virgin Islands, and its subsidiaries (“Elevated Throne”) which operated the business in the agritech sector in the People’s Republic of China. The Company divested Elevated Throne to One Bio, Corp. (“ONE”) on April 14, 2010.
In March 2012, the Company became a wholly owned subsidiary of Global Funds Holdings Corp. (“Global Funds”) an Ontario, Canada corporation.
You should consider carefully each of the following business and investment risk factors and all of the other information in this report. If any of the following risks and uncertainties develops into actual events, the business, financial condition or results of our operations could be materially and adversely affected. If that happens, the trading price of our shares of common stock could decline significantly. The risk factors below contain forward-looking statements regarding our business. Actual results could differ materially from those set forth in the forward-looking statements. See "Special Note Regarding Forward-Looking Information."
Risk Related to the Company's Future Business
We give no assurances that any plans for future business will be implemented if we do not secure adequate financing or find profitable business opportunities.
Our ability to implement and execute our future business plans and ultimately generate enough business revenue is directly influenced by our ability to secure adequate financing or find profitable business opportunities. If we do not receive funding from future investors or find profitable business opportunities, we will experience delays in our business plans and, ultimately, in our profitability going forward.
We will continue to incur significant costs as a result of remaining as a public reorganized company, and management will be required to devote substantial time to new compliance requirements.
As a public company, we incur significant legal, accounting and other expenses under the Sarbanes-Oxley Act of 2002, together with rules implemented by the Securities and Exchange Commission and applicable market regulators. These rules impose various requirements on public companies, including requiring certain corporate governance practices. Management and other personnel will need to devote a substantial amount of time to these new compliance requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costlier.
In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluations and testing of our internal controls over financial reporting to allow management and our registered independent public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the subsequent testing by our registered independent public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Compliance with Section 404 may require that we incur substantial accounting expenses and expend significant management efforts. If we are not able to comply with the requirements of Section 404 in a timely manner, or if our registered independent accountants later identify deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other applicable regulatory authorities.
Risks Related to the Common Stock
There is currently no trading market for our common stock.
Outstanding shares of our common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.
4
We have not paid and do not anticipate paying any dividends on our common stock; therefore, our securities could face devaluation in the market.
We have paid no dividends on our common stock to date and it is not anticipated that any dividends will be paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that any earnings will be retained to finance our future expansion and for the implementation of our new business plan. Lack of a dividend can further affect the market value of our common stock, and could significantly affect the value of any investment in us.
Penny Stock Regulations
The SEC has adopted regulations which generally define "penny stock" to be an equity security that has a market price of less than $5.00 per share. Our common stock, when and if a trading market develops, may fall within the definition of penny stock and subject to rules that impose additional sales practice requirements on broker-dealers
For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability of investors to sell their common stock in the secondary market.
None
None
The Company has an ongoing contract dispute with a former vendor who filed a lawsuit in Chicago, IL against the Company for non-payment of legal fees in the amount of $69,392. The Company does not believe the claim to be founded and intends to vigorously contest such claim.
None
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The Company’s common stock is available for quotation on the Over the Counter Bulletin Board under the symbol “GPLB.PK.” There is no assurance that the Company’s stock will continue to be quoted or that any liquidity will exist for our shareholders.
The following table shows, for each quarter of fiscal 2012 and 2011 the high and low closing price per share of common stock as reported on the Over the Counter Bulletin Board. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. The source of this information is NASDAQ Over the Counter Bulletin Board Research Report.
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2012
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2011 | |||||||||||||||
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Quarter Ended
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High
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Low
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High
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Low
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Fourth Quarter
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$ | 0.03 | $ | 0.03 | $ | 0.10 | $ | 0.10 | ||||||||
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Third Quarter
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0.10 | 0.10 | 0.10 | 0.10 | ||||||||||||
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Second Quarter
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0.03 | 0.03 | 0.10 | 0.10 | ||||||||||||
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First Quarter
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0.03 | 0.03 | 0.10 | 0.10 | ||||||||||||
We have never declared or paid any cash dividends on our common stock.
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Not applicable.
Overview
The Company operates as a public reorganized corporation with the business purpose to acquire or merge with an existing business operation.
On March 12, 2012, the Company was divested by our former majority stockholder, One Bio, Corp (“ONE”) and in accordance with the terms of the Stock Purchase Agreement between ONE and Global Funds, all the debts of the Company as of the closing date were assumed by ONE. Accordingly, the Company recorded $178,589 as a capital contribution resulting from the extinguishment of related party payable.
Liquidity and Capital Resources
The Company had no active business operation during the year. Accordingly, all the Company’s cash flow needs for 2012 were provided solely by a related company of Global Funds to pay expenses necessary as a public company.
Going forward, the Company will continue to source adequate funding from future investors to execute business opportunities when they arise in the future. However, such funding and business opportunities will rely entirely on the prevailing circumstances when the funding or profitable business opportunities are identified. If such opportunities are not identified in the near term, the Company will experience delay in effecting its business plans.
Critical Accounting Policies
We prepare our financial statements in conformity with accounting principles generally accepted (“GAAP”) in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon historical experience, current trends and other factors. As such, actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are uncertain and are of critical importance in the presentation of our financial position, results of operations and cash flows. On a regular basis, we review our accounting policies and how they are applied and disclosed in the financial statements.
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Significant Estimates
The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
None
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INDEX TO FINANCIAL STATEMENTS
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To the Shareholders and Board of Directors
Green Planet Bioengineering Co., Ltd
We have audited the accompanying balance sheet of Green Planet Bioengineering Co., Ltd (hereinafter referred to as “the Company”) as of December 31, 2012 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the year ended December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Green Planet Bioengineering Co., Ltd as of December 31, 2012 and the results of their operations and their cash flows for the year ended December 31, 2012 in conformity with accounting principles generally accepted in the United States.
These financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has operating and liquidity concerns. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.
/s/ Schulman Lobel Wolfson Zand Abruzzo Katzen & Blackman LLP
New York, New York
April 16, 2013
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Green Planet Bioengineering Co., Ltd
Aventura, Florida
We have audited the accompanying balance sheet of Green Planet Bioengineering Co., Ltd as of December 31, 2011 and the related statements of income and stockholders’ equity, and cash flows for the year in the period ended December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Green Planet Bioengineering Co., Ltd as of December 31, 2011, and the results of its operations and its cash flows for the year in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is dependent on continued financial support from its parent that raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ BDO China Dahua CPA Co., Ltd
Shenzhen, Peoples Republic of China
April 3, 2012
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Balance Sheets
(Stated in US Dollars)
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December 31,
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December 31,
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2012
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2011
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ASSETS
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Current assets
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Cash and cash equivalents
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$ | - | $ | 668 | ||||
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TOTAL CURRENT ASSETS
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$ | - | $ | 668 | ||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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LIABILITIES
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Current liabilities
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Accounts payable
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$ | 179 | $ | 47,494 | ||||
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Accrued liabilities
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17,500 | 15,000 | ||||||
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Amount due to a related company
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25,145 | 116,095 | ||||||
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TOTAL CURRENT LIABILITIES
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42,824 | 178,589 | ||||||
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STOCKHOLDERS’ DEFICIT
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Preferred stock: par value of $0.001 per share
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| Authorized: 10,000,000 shares at December 31, 2012 and December 31, 2011 | ||||||||
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Issued and outstanding:
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None at December 31, 2012 and December 31, 2011
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- | - | ||||||
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Common stock: par value of $0.001 per share
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| Authorized: 250,000,000 shares at December 31, 2012 and December 31, 2011 | ||||||||
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Issued and outstanding: 20,006,402 shares at December 31, 2012 and December 31, 2011
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20,006 | 20,006 | ||||||
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Additional paid-in-capital
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609,614 | 431,025 | ||||||
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Accumulated deficit
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(672,444 | ) | (628,952 | ) | ||||
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TOTAL STOCKHOLDERS’ DEFICIT
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(42,824 | ) | (177,921 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | - | $ | 668 | ||||
See Notes to the Financial Statements
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Green Planet Bioengineering Co., Ltd
Statements of Operations
(Stated in US Dollars)
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Year ended December 31,
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2012
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2011
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Administrative expenses
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$ | (43,492 | ) | $ | (22,613 | ) | ||
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Loss before income tax
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(43,492 | ) | (22,613 | ) | ||||
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Provision for income taxes
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- | - | ||||||
| Net loss | $ | (43,492 | ) | $ | (22,613 | ) | ||
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Earnings per share
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-Basic and diluted
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$ | - | $ | - | ||||
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Weighted average number of shares outstanding
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-Basic and diluted
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20,006,402 | 20,006,402 | ||||||
See Notes to the Financial Statements
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Statements of Cash Flows
(Stated in US Dollars)
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Year ended December 31,
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2012
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2011
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Cash flows from operating activities
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Net loss
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$ | (43,492 | ) | $ | (22,613 | ) | ||
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Changes in operating assets and liabilities:
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Accounts payable
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179 | (41,006 | ) | |||||
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Accrued liabilities
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17,500 | 12,277 | ||||||
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Amount due to a related company
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25,145 | 51,342 | ||||||
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Net cash flows used in operating activities
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(668 | ) | - | |||||
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Cash flows from investing activities
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- | - | ||||||
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Cash flows from financing activities
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- | - | ||||||
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Net decrease in cash and cash equivalents
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(668 | ) | - | |||||
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Cash and cash equivalents – beginning of year
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668 | 668 | ||||||
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Cash and cash equivalents – end of year
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$ | - | $ | 668 | ||||
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Supplemental disclosures for cash flow information:
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Cash paid for interest
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$ | - | $ | - | ||||
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Cash paid for income taxes
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$ | - | $ | - | ||||
See Notes to the Financial Statements
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Statements of Changes in Stockholders’ Deficit
(Stated in US Dollars)
| Preferred Stock | Common Stock | Additional | ||||||||||||||||||||||||||
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Number
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Number
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paid-in
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Accumulated
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of shares
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Amount
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of shares
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Amount
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capital
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deficit
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Total
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Balance, December 31, 2010
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- | $ | - | 20,006,402 | $ | 20,006 | $ | 431,025 | $ | (606,339 | ) | $ | (155,308 | ) | ||||||||||||||
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Net loss
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- | - | - | - | - | (22,613 | ) | (22,613 | ) | |||||||||||||||||||
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Balance, December 31, 2011
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- | $ | - | 20,006,402 | $ | 20,006 | $ | 431,025 | $ | (628,952 | ) | $ | (177,921 | ) | ||||||||||||||
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Forgiveness of related party payable
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- | - | - | - | 178,589 | - | 178,589 | |||||||||||||||||||||
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Net loss
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- | - | - | - | - | (43,492 | ) | (43,492 | ) | |||||||||||||||||||
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Balance, December 31, 2012
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- | $ | - | 20,006,402 | $ | 20,006 | $ | 609,614 | $ | (672,444 | ) | $ | (42,824 | ) | ||||||||||||||
See Notes to the Financial Statements
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 (“Elevated Throne”) and operated the business in the agritech sector in the People’s Republic of China. The Company divested Elevated Throne to One Bio, Corp. (“ONE”) on April 14, 2010.
In March 2012, the Company became a wholly owned subsidiary of Global Funds Holdings Corp. (“Global Funds”) an Ontario, Canada corporation.
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
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.
Income Taxes
The Company accounts for income taxes in accordance with FASB ASC Topic 740 “Income Taxes” under which deferred tax assets and liabilities are determined based on temporary differences between accounting and tax bases of assets and liabilities and net operating loss and credit carry forwards, using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. A provision for income tax expense is recognized for income taxes payable for the current period, plus the net changes in deferred tax amounts. Any interest and penalties are expensed in the year that the Notice of Assessment is received. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense.
Earnings 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.
Basic EPS was calculated using the average number of shares outstanding, which is 20,006,402 for both 2012 and 2011. For the years ended December 31, 2012 and 2011, the calculation excludes 152,599 outstanding warrants because they would be anti-dilutive.
16
2. Summary of Significant Accounting Policies – continued
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:
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
A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to the Company’s financial statements.
3. Going Concern
The financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently a public reorganized shell corporation and has no current business activity. The Company’s ability to continue as a going concern is dependent on continued support from Global Funds, the majority stockholder.
4. Amount Due to a Related Company
The Company relies on a related company to advance funds to fund its operating expenses. The amounts advanced are interest-free, unsecured and are repayable upon demand.
5. Preferred Stock
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 shareholders 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 December 31, 2012 and 2011.
6. Stock-based compensation
There was no non-cash stock-based compensation recognized for the years ended December 31, 2012 and 2011.
There was no warrants activity during the year ended December 31, 2012. See chart below referencing outstanding warrants as of December 31, 2012:
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Shares
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Weighted-
Average Exercise |
Weighted- Average
Remaining Contractual |
Aggregate Intrinsic
Value |
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Outstanding at January 1, 2012
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152,599 | $ | 0.001 | 1.8 | $ | - | ||||||||||
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Issued
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- | - | - | - | ||||||||||||
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Exercised
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- | - | - | - | ||||||||||||
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Forfeited/cancelled
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- | - | - | - | ||||||||||||
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Outstanding at December 31, 2012
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152,599 | $ | 0.001 | 0.8 | $ | - | ||||||||||
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Exercisable at December 31, 2012
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152,599 | $ | 0.001 | 0.8 | $ | - | ||||||||||
17
The fair value of the above warrants at the date of grant in October 2008 was determined using the Black-Scholes valuation model with the following assumptions: risk-free interest rate of 3.61%, volatility of 60%, zero expected dividends and expected life of 5 years.
The following information applies to warrants outstanding and exercisable at December 31, 2012:
|
Warrants Outstanding
|
Warrants Exercisable
|
|||||||||||||||||||||
|
Weighted-
|
||||||||||||||||||||||
|
Average
|
Weighted-
|
Weighted-
|
||||||||||||||||||||
|
Remaining
|
Average
|
Average
|
||||||||||||||||||||
|
Contractual
|
Exercise
|
Exercise
|
||||||||||||||||||||
|
Exercise price
|
Shares
|
Term (in years)
|
Price
|
Shares
|
Price
|
|||||||||||||||||
| $ | 0.001 | 152,599 | 0.8 | $ | 0.001 | 152,599 | $ | 0.001 | ||||||||||||||
7. Income Tax
As of December 31, 2012, the Company had net operating loss carry forwards of $228,631 that may be available to reduce future years’ taxable income through 2032 if not limited. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following for the years ended December 31, 2012 and December 31, 2011:
|
December 31,
|
December 31,
|
|||||||
|
2012
|
2011
|
|||||||
|
Federal income tax benefit attributable to:
|
||||||||
|
Net loss
|
$ | 14,787 | $ | 7,688 | ||||
|
Less: valuation allowance
|
(14,787 | ) | (7,688 | ) | ||||
|
Net provision for Federal income taxes
|
$ | - | $ | - | ||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2012 and December 31, 2011:
|
December 31,
|
December 31,
|
|||||||
|
2012
|
2011
|
|||||||
|
Deferred tax asset attributable to:
|
||||||||
|
Net operating loss carryover
|
$ | 228,631 | $ | 213,844 | ||||
|
Less: valuation allowance
|
(228,631 | ) | (213,844 | ) | ||||
|
Net deferred tax asset
|
$ | - | $ | - | ||||
The valuation allowance increased $14,787 from December 31, 2011 to December 31, 2012.
The Company complies with the provisions of FASB ASC 740-10 in accounting for its uncertain tax positions. ASC 740-10 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
Section 382 of the Internal Revenue Code of 1986 (the “Code”) imposes a limit on the ability of a corporation that undergoes a greater than 50% ownership change to use its net operating loss carry forwards to reduce its tax liability. Since a change in ownership occurred during 2012, Management has determined that the Company has an uncertain tax position associated with its ability to use net operating losses incurred prior to March 12, 2012. However, no recognition is required as this is a limitation of the Company's ability to use historical net operating losses against net income in future years.
8. Legal Proceedings
The Company has an ongoing contract dispute with a former vendor who filed a lawsuit in Chicago, IL against the Company for non-payment of legal fees in the amount of $69,392. The Company does not believe the claim is founded and intends to vigorously contest such claim.
18
None
Disclosure Control and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934, or the “Exchange Act,” is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer as appropriate to allow timely decisions regarding disclosure.
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the financial year end. Based upon their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective and did not note any material weakness.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate “internal control over financial reporting” as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
|
i.
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
|
ii.
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
|
iii.
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
As of December 31, 2012 and as reported in the Registrant’s Form 10-K filing, management used the framework set forth in the report entitled “Internal Control – Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of our internal control over financial reporting. Based on its evaluation, management concluded that at December 31, 2012 there were no material weakness and concluded that the internal control over financial reporting was effective. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
During the year, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.
None
19
Generally, each of our directors is elected to a term of one year and serves until his or her successor is elected and qualified. The Directors and Officers of the Company are as follows:
| Name | Age | Position | Term | |||
| Jordan Weingarten | 23 | President and Director | March 2012 to present |
Mr. Weingarten graduated from York University in business administration. He is an executive with experience in financial controls, finance and global management. Amongst other assignments, Mr. Weingarten was financial control specialist at Trade Finance Solutions, Inc, a Canadian corporation, and was also involved in management at a global Polaroid Licensee. Mr. Weingarten also worked with international wholesalers and distributors of electronics and various other products. Based in Miami, Florida, Mr. Weingarten brings knowledge and experience of global economics, finances and cultural environment.
All of our directors hold offices until the next annual meeting of the shareholders of the Company, and until their successors have been qualified after being elected or appointed. Officers serve at the discretion of the Board of Directors.
Director Compensation
We do not currently nor have we ever compensated our directors.
Involvement in Legal Proceedings
None of our executive officers or directors have been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.
None of our executive officers or directors has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.
None of our executive officers or directors is the subject of any material pending legal proceeding.
Audit Committee
The Company has not as of yet established an audit committee. The Board of Directors currently serves as the Company’s audit committee.
Compensation Committee
The Company has not as of yet established a compensation committee. The Board of Directors currently serves as the Company’s compensation committee.
Section 16 (A) Beneficial Ownership Reporting Compliance
Section 16 (A) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers and persons who own more than 10% of a class of the Company’s equity securities which are registered under the Exchange Act to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of such registered securities. Such executive officers, directors and greater than 10% beneficial owners are required by Commission regulation to furnish the Company with copies of all Section 16 (A) forms filed by such reporting persons.
To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and on representations that no other reports were required, no person required to file such a report, failed to file during fiscal 2012 and 2011.
Code of Ethics
The Board of Directors adopted a Code of Ethics in April 2009, meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. The Company will provide to any person without charge, upon request, a copy of such Code of Ethics.
The Company did not pay any compensation to its executive officers for the years ended December 31, 2010 to 2012.
20
| Shares of Common Stock Beneficially Owned (1) | ||||||||
| Name of Beneficial Owner | Number | %(2) | ||||||
| Global Funds Holdings Corp | 18,508,733 | 92 | ||||||
_______________
|
(1)
|
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities anticipated to be exercisable or convertible at or within 60 days of the date hereof, are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person. The indication herein that shares are anticipated to be beneficially owned is not an admission on the part of the listed stockholder that he, she or it is or will be a direct or indirect beneficial owner of those shares.
|
|
(2)
|
Based upon 20,006,402 shares of common stock and 152,599 warrants issued and outstanding as of December 31, 2012.
|
Certain Relationships
None
Related Transactions
All related transactions have been reported in Part II Item 8 Financial Statements.
Audit Fees
The aggregate fees billed (or expected to be billed) for each of the fiscal years ended December 31, 2012 and 2011 for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements was $12,500 and $15,000 respectively.
The aggregate fees billed for each of the fiscal years ended December 31, 2012 and 2011 for professional services rendered by the principal accountant for the reviews of the Company’s quarterly financial statements included in the Company’s Form 10-Q’s was approximately $15,000 and $5,000 respectively.
Audit Related Fees
None
Tax Fees
The aggregate fees billed (or expected to be billed) for each of the fiscal years ended December 31, 2012 and 2011 for professional services rendered by the principal accountant for tax services of the Company’s annual tax filing was $7,500 and $7,500 respectively
All Other Fees
None
| (a) | Exhibits | ||
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 32 | Certification pursuant to 18 U.S.C. Section 1350 |
21
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 16th day of April, 2013.
| Green Planet Bioengineering Co., Ltd | |||
|
|
By:
|
/s/ Jordan Weingarten | |
| Jordan Weingarten | |||
| President (Principal Executive Officer | |||
| and Principal Financial and Accounting Officer) and Director | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
Date: April 16, 2013
|
By:
|
/s/ Jordan Weingarten | |
| Jordan Weingarten | |||
| President and Director |
22