Green Planet Bio Engineering Co. Ltd. - Quarter Report: 2015 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________
FORM 10-Q
_______________________
(Mark One)
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x
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended March 31, 2015
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
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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.) |
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20807 Biscayne Blvd., Suite 203,
Aventura, Florida
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33180 | |
| (Address of principal executive offices) | (Zip Code) |
(305) 328-8662
(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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “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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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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(Do not check if a smaller company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes x No ¨
The number of shares of common stock outstanding as of May 14, 2015 was 20,006,402.
TABLE OF CONTENTS
Page Number
| Page | ||||
| PART I FINANCIAL INFORMATION | ||||
| Item 1. Financial Statements | 4 | |||
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Condensed Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014
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4 | |||
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Condensed Statements of Operations for the Three Months Ended March 31, 2015 and 2014
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5 | |||
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Condensed Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014
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6 | |||
| Notes to the Condensed Financial Statements | 7 | |||
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 9 | |||
| Item 3. Quantitative and Qualitative Disclosures about Market Risk | 10 | |||
| Item 4. Controls and Procedures | 10 | |||
| PART II OTHER INFORMATION | ||||
| Item 1. Legal Proceedings | 11 | |||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 11 | |||
| Item 3. Defaults upon Senior Securities | 11 | |||
| Item 4. Reserved | 11 | |||
| Item 5. Other Information | 11 | |||
| Item 6. Exhibits | 11 | |||
| SIGNATURES | 12 | |||
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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, 2014.
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 within the meaning of Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes,” “may,” “will,” “should,” “could,” “plans,” “estimates,” and similar language or negative of such terms. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals. Actual events or results may differ materially. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.
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PART I FINANCIAL INFORMATION
Green Planet Bioengineering Co., Ltd.
Condensed Balance Sheets
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March 31,
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December 31,
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2015
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2014
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(Unaudited)
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ASSETS
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Current assets
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Cash and cash equivalents
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$ | - | $ | - | ||||
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TOTAL CURRENT ASSETS / TOTAL ASSETS
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$ | - | $ | - | ||||
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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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$ | 673 | $ | 183 | ||||
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Accrued liabilities
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7,225 | 12,799 | ||||||
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Amount due to a related party
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111,874 | 101,763 | ||||||
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TOTAL CURRENT LIABILITIES / TOTAL LIABILITIES
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119,772 | 114,745 | ||||||
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STOCKHOLDERS’ EQUITY
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Preferred stock : par value of $0.001 per share,
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Authorized: 10,000,000 shares at March 31, 2015 and December 31, 2014
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Issued and outstanding: 0 shares at March 31, 2015 and December 31, 2014
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- | - | ||||||
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Common stock : par value $0.001 per share
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Authorized: 250,000,000 shares at March 31, 2015 and December 31, 2014
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Issued and outstanding: 20,006,402 shares at March 31, 2015 and December 31, 2014
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20,006 | 20,006 | ||||||
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Additional paid-in capital
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609,614 | 609,614 | ||||||
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Accumulated deficit
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(749,392 | ) | (744,365 | ) | ||||
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TOTAL STOCKHOLDERS’ DEFICIT
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(119,772 | ) | (114,745 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | 0 | $ | 0 | ||||
See Notes to the Condensed Financial Statements
4
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Three months ended March 31,
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2015
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2014
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Administrative expenses
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$ | (5,027 | ) | (10,117 | ) | |||
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Loss before income taxes
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(5,027 | ) | (10,117 | ) | ||||
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Provision for income taxes
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- | - | ||||||
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Net loss
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$ | (5,027 | ) | $ | (10,117 | ) | ||
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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 | ||||||
* Less than $0.01
See Notes to the Condensed Financial Statements
5
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Three months ended March 31,
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2015
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2014
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Cash flows from operating activities
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Net loss
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$ | (5,027 | ) | $ | (10,117 | ) | ||
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Changes in operating assets and liabilities :
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Accounts payable
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490 | |||||||
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Accrued liabilities
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(5,574 | ) | 18 | |||||
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Amount due to a related party
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10,111 | 10,099 | ||||||
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Net cash flows used by operating activities
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- | - | ||||||
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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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- | - | ||||||
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Cash and cash equivalents - beginning of period
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- | - | ||||||
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Cash and cash equivalents - end of period
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$ | - | $ | - | ||||
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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 Condensed Financial Statements
6
Notes to the Condensed Financial Statements
(Unaudited)
1. Organization
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. (“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, the Company became a subsidiary of Global Fund 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 (“U.S. GAAP”) and are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position as of the period reporting date, and the results of its operations and cash flows for the 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.
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.
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.
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. |
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2. Summary of Significant Accounting Policies – continued
| 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 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 finance its operating expenses. The amounts advanced are interest-free, unsecured and are repayable upon demand.
5. Preferred stock / Common stock
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.
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, 2015, the Company did not issue any shares of common stock or warrants.
6. Stock-based compensation
There was no non-cash stock-based compensation recognized for the three months ended March 31, 2015 and 2014.
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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, 2015, as compared to the three months ended March 31, 2014
The Company had no active business operations for the periods ended March 31, 2015 and March 31, 2014. Expenses consist of accounting, legal and filing fees.
Liquidity and capital resources
The Company had no active business operations for the three months ended March 31, 2015. Accordingly, the Company had no liquidity and capital resources for the period.
Risk factors
The Company’s critical accounting policies are still being applied despite that the Company has no ongoing business operations.
Significant Estimates
Critical accounting polices include the areas where we have made what we considered to be particularly subjective or complex judgments in making estimates and where these estimates can significantly impact our financial results under different assumptions and conditions.
We prepare our financial statements in conformity with generally accepted accounting principles in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates, judgments and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the periods presented. Actual results could be different than those estimates.
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, 2014.
9
Not Applicable
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, 2015 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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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 14th day of May, 2015.
| GREEN PLANET BIOENGINEERING CO., LTD. | |||
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Date: May 14, 2015
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By:
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/s/ Jordan Weingarten | |
| Jordan WeingartenPresident and Chief Financial Officer | |||
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(Principal Executive Officer and Principal Financial Officer)
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