Green Planet Bio Engineering Co. Ltd. 10-K

ITEM 8. FINANCIAL STATEMENTS INDEX TO FINANCIAL STAT EMENTS Report of Independent Registered Public Accounting Firms F-1 Financial Statements: Balance Sheets F-2 Statements of Operations F-3 Statements of Cash Flows F-4 Statements of Changes in Stockholders’ Deficit F-5 Notes to the Financial Statements F-6 8 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Green Planet Bioengineering Co., Ltd. Opinion on the Financial Statements We have audited the accompanying balance sheets of Green Planet Bioengineering Co., Ltd. (the Company) as of December 31, 2024 and 2023, and the related statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph- Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company currently a public reorganized shell corporation and has no current business activity with losses of $35,544 as of December 31, 2024. The Company's ability to continue as a going concern is dependent on continued support from a related party. These factors raise substantial doubt about the Company's ability to continue as a going concern. This gives rise to substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months after the issuance of these financial statements. Management's plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the 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, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters. /s/ Assurance Dimensions We have served as the Company’s auditor since 2022. Coral Springs, FL March 7, 2025 ASSURANCE DIMENSIONS , LLC also d/b/a McNAMARA and ASSOCIATES, LLC TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053 JACKSONVILLE: 7800 Belfort Parkway, Suite 290 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053 ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053 SOUTH FLORIDA: 3111 N. University Drive, Suite 621 | Coral Springs, FL 33065 | Office: 754.800.3400 | Fax: 813.443.5053 www.assurancedimensions.com “Assurance Dimensions” is the brand name under which Assurance Dimensions, LLC including its subsidiary McNamara and Associates, LLC (referred together as “AD LLC”) and AD Advisors, LLC (“AD Advisors”), provide professional services. AD LLC and AD Advisors practice as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and professional standards. AD LLC is a licensed independent CPA firm that provides attest services to its clients, and AD Advisors provide tax and business consulting services to their clients. AD Advisors, and its subsidiary entities are not licensed CPA firms. F-1 Table of Contents Green Planet Bioengineering Co., Ltd Balance Sheets (Stated in US Dollars) December 31, December 31, 2024 2023 ASSETS Current assets Cash $ - $ - TOTAL CURRENT ASSETS $ - $ - LIABILITIES AND STOCKHOLDERS’ DEFICIT LIABILITIES Current liabilities Accounts payable and accrued liabilities $ 5,500 $ 5,000 Amount due to a related party 459,634 424,590 TOTAL CURRENT LIABILITIES 465,134 429,590 STOCKHOLDERS’ DEFICIT Preferred stock : par value of $ 0.001 per share, Authorized: 10,000,000 shares at December 31, 2024 and December 31, 2023 Issued and outstanding : 0 shares at December 31, 2024 and December 31, 2023 - - Common stock : par value $ 0.001 per share Authorized : 250,000,000 shares at December 31, 2024 and December 31, 2023 Issued and outstanding : 20,006,402 shares at December 31, 2024 and December 31, 2023 20,006 20,006 Additional paid-in capital 609,614 609,614 Accumulated deficit ( 1,094,754 ) ( 1,059,210 ) TOTAL STOCKHOLDERS’ DEFICIT ( 465,134 ) ( 429,590 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ - $ - See Notes to the Financial Statements F-2 Table of Contents Green Planet Bioengineering Co., Ltd Statements of Operations (Stated in US Dollars) Years ended December 31, 2024 2023 Administrative expenses $ ( 35,544 ) $ ( 47,370 ) Interest expenses - ( 300 ) Loss before income taxes ( 35,544 ) ( 47,670 ) Provision for income taxes - - $ ( 35,544 ) $ ( 47,670 ) 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 Financial Statements F-3 Table of Contents Green Planet Bioengineering Co., Ltd Statements of Cash Flows (Stated in US Dollars) Year ended December 31, 2024 2023 Cash flows from operating activities Net loss $ ( 35,544 ) $ ( 47,670 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities 500 5,000 Net cash flows used by operating activities $ ( 35,044 ) $ ( 42,670 ) Cash flows from financing activities Amount due to a related company $ 35,044 $ 42,670 Cash flows provided by financing activities 35,044 42,670 Net change in cash - - Cash - beginning of period - - Cash - end of period $ - $ - Supplemental disclosures for cash flow information: Cash paid for interest $ - $ 300 Cash paid for income taxes $ - $ - See Notes to the Financial Statements F-4 Table of Contents Green Planet Bioengineering Co., Ltd Statements of Changes in Stockholders’ Deficit (Stated in US Dollars) Preferred Stock Common Stock Additional Number Number paid-in Accumulated of shares Amount of shares Amount capital deficit Total Balance, December 31, 2022 - $ - 20,006,402 $ 20,006 $ 609,614 $ ( 1,011,540 ) $ ( 381,920 ) Net loss - - - - - ( 47,670 ) ( 47,670 ) Balance, December 31, 2023 - $ - 20,006,402 $ 20,006 $ 609,614 $ ( 1,059,210 ) $ ( 429,590 ) Net loss - - - - - ( 35,544 ) ( 35,544 ) Balance, December 31, 2024 - $ - 20,006,402 $ 20,006 $ 609,614 $ ( 1,094,754 ) $ ( 465,134 ) See Notes to the Financial Statements F-5 Table of Contents Green Planet Bioengineering Co., Ltd. Notes to the Financial Statements December 31, 2024 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, Global Funds 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 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 does not exceed the government-insured limits as of December 31, 2024. 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 as interest expense. U.S. GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. U.S. GAAP requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a “more-likely-than-not” threshold would be recorded as a tax expense in the current year. The Company identifies its major tax jurisdictions as the U.S. for Federal tax purposes and Delaware for state tax purposes. The Company has concluded that there are no significant tax positions requiring recognition, measurement or disclosure in the financial statements for all open tax years. Tax years which are considered open by the relevant jurisdiction are subject to potential examination. 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 December 31, 2024 and 2023 the Company does not have any common share equivalents outstanding. F-6 Table of Contents 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. Investments 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. In the Company’s financial statements Fair Value is carrying amount. New Accounting Pronouncements The Company follows Accounting Standards Update 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) , which expands reportable segment information by requiring companies to disclose, on an annual and interim basis, significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. ASU 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM makes decisions about allocating resources to segments and evaluating performance. The Company conducts its business activities and reports financial results as a single reportable brokerage services segment. The CODM makes decisions about allocating resources and assessing performance in a manner consistent with the way the Company operates its business and presents their financial results. The nature of business and accounting policies of the brokerage services segment are the same as described in the description of business and summary of significant accounting policies notes. The CODM is President and Director. 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 with losses of $ 35,544 as of December 31, 2024. The Company’s ability to continue as a going concern is dependent on continued support from a related party. This gives rise to substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months after the issuance of these financial statements. 4. Amount Due to a Related party The Company relies on a related party to advance funds to fund its operating expenses. As of December 31, 2024 and 2023, the amounts advanced of $ 459,634 and $ 429,590 respectively are interest-free, unsecured and are repayable upon demand. In addition, the Chief Executive Officer, Chief Financial Officer and Director of the Company is also a director of the related party. 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 December 31, 2024 and 2023. 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 year ended December 31, 2024 and 2023, the Company did not issue any shares of common stock or warrants. F-7 Table of Contents 6. Income Tax As of December 31, 2024, the Company had net operating loss carry forwards of approximately $ 1,059,000 that may be available to reduce future years’ taxable income through 2039. 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 valuation allowance decreased by approximately $1,000 to reflect state tax rate of 5.5% . The provision for Federal income tax consists of the following for the years ended December 31, 2024 and December 31, 2023. December 31, 2024 December 31, 2023 Federal income tax benefit attributable to: Net loss $ ( 9,241 ) $ ( 12,394 ) Change in tax estimates - - Less: valuation allowance 9,241 12,394 Net provision for Federal income taxes $ - $ - The cumulative tax effect at the expected rate of 26 % for 2024 and 2023 of significant items comprising our net deferred tax amount is as follows as of December 31, 2024 and December 31, 2023: December 31, 2024 December 31, 2023 Deferred tax asset attributable to: Net operating loss carryover $ 267,175 $ 258,844 Less: valuation allowance ( 267,175 ) ( 258,844 ) Net deferred tax asset $ - $ - Due to the change in ownership in March 2012, the net operating loss carry forwards as of December 31, 2011 of $ 213,844 may be subject to limitations in accordance with Sec 382 of the provisions of the Tax Reform Act of 1986 for Federal income tax purposes. Tax return for the years ended December 31, 2024, 2023, 2022 and 2021 remain open to and it by Federal and State Tax Authorities. F-8 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None