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Item 8. Financial Statements and Supplementary Data

2026-03-31 compared with 2025-03-07 · 96 added, 79 removed, 156 unchanged (53% of the section changed)

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STAT EMENTS

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firms

9 unchanged sentences

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

We have audited the accompanying balance sheet of Green Planet Bioengineering Co., Ltd.

(the Company) as of December 31, 2025 and the related statements of operations, changes in stockholders’ deficit, and cash flows for the year ended December 31, 2025, 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, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a 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.

As discussed in Note 3 to the financial statements, the Company iscurrently a public reorganized shell corporation and has no current business activity with losses of $35,842 as of December 31, 2025.

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.

2 unchanged sentences

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.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

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.

We conducted our audit 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.

As part of our audit, 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.

Our audit 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.

Our audit 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 audit provides a reasonable basis for our opinion.

Critical Audit Matters

1 unchanged sentence

We determined that there were no critical audit matters.

/s/ Assurance Dimensions

/s/ Stephano Slack LLC (ID # 3523 )

We have served as the Company’s auditor since 2025

Coral Springs, FL

Wayne, Pennsylvania

March 31, 2026

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 sheet of Green Planet Bioengineering Co., Ltd.

(the Company) as of December 31, 2024, and the related statements of operations, stockholders' deficit and cash flows for the year 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 the results of its operations and its cash flows for the year 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 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.

These factors raise 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 audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit 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.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit 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 audit provides 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.

Assurance Dimensions, LLC

Coral Springs, Florida

March 7, 2025

ASSURANCE DIMENSIONS, LLC

also d/b/a MCNAMARA and ASSOCIATES, LLC

16 unchanged sentences

Balance Sheets

(Stated in US Dollars)

Current assets

22 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

See Notes to the Financial Statements

The accompanying notes are an integral part of these financial statements.

Green Planet Bioengineering Co., Ltd

Statements of Operations

(Stated in US Dollars)

Years ended December 31,

8 unchanged sentences

* Less than $.01, per share

See Notes to the Financial Statements

The accompanying notes are an integral part of these financial statements.

Green Planet Bioengineering Co., Ltd

Statements of Cash Flows

(Stated in US Dollars)

Year ended December 31,

7 unchanged sentences

Net change in cash

Cash - beginning of period

Cash - end of period

Cash - beginning of year

Cash - end of year

Supplemental disclosures for cash flow information:

1 unchanged sentence

Cash paid for income taxes

See Notes to the Financial Statements

The accompanying notes are an integral part of these financial statements.

Green Planet Bioengineering Co., Ltd

Statements of Changes in Stockholders’ Deficit

(Stated in US Dollars)

Preferred Stock

8 unchanged sentences

$ ( 500,976 )

See Notes to the Financial Statements

The accompanying notes are an integral part of these financial statements.

Green Planet Bioengineering Co., Ltd.

Notes to the Financial Statements

December 31, 2024

December 31, 2025 and 2024

General Information

18 unchanged sentences

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.

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.

GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements.

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.

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

The Company had no cash or cash equivalents at December 31, 2025 and 2024.

The Company accounts for income taxes in accordance with ASC 740, Income Taxes .

Deferred tax assets and liabilities are recognized for temporary differences between the financial statement and tax bases of assets and liabilities and for net operating loss carryforwards using enacted tax rates expected to apply when such amounts are realized or settled.

A valuation allowance is recorded when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company recognizes the effect of uncertain tax positions only if those positions are more likely than not to be sustained.

Interest and penalties related to uncertain tax positions are recognized in income tax expense.

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.

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share .

Basic net loss per share is based on the weighted-average number of common shares outstanding during the period.

Diluted net loss per share includes the effect of potential common shares when dilutive.

Because the Company had no potentially dilutive common shares outstanding during the periods presented, basic and diluted net loss per share were the same.

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:

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

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.

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.

The Company follows ASC 820, Fair Value Measurement , for financial assets and liabilities that are measured and reported at fair value.

The Company did not have any assets or liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024.

The carrying amounts of accounts payable, accrued expenses, and amounts due to related party approximate fair value because of the nature of these instruments and their relatively short-term settlement characteristics.

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.

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.

The Company adopted Accounting Standards Update 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 enhances disclosures for reportable segments, including disclosures about significant segment expenses regularly provided to the chief operating decision maker (“CODM”), the reported measure of segment profit or loss, and how the CODM uses such information to assess performance and allocate resources.

The Company is a shell company and does not currently have material operating activities.

The Company’s CODM reviews financial information on a consolidated basis in evaluating performance and making resource allocation decisions.

Accordingly, management has concluded that the Company has a single operating segment and a single reportable segment.

The Company’s CODM is its President and Director.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As of December 31, 2025, the Company was a public shell company with no current operating business.

The Company incurred a net loss of $ 35,842 for the year ended December 31, 2025, and its ability to continue as a going concern is dependent upon obtaining additional financing and continued support from a related party.

There can be no assurance that the Company will be able to obtain additional financing, or that such financing, if available, will be on terms acceptable to the Company.

In addition, there can be no assurance that the related party will continue to provide financial support or will be in a position to do so when needed.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Amount Due to a Related party

7 unchanged sentences

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.

The Company does not have any outstanding shares of the preferred stock as of December 31, 2025 and 2024.

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.

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

During the year ended December 31, 2025 and 2024, the Company did not issue any shares of common stock.

As of December 31, 2025, the Company had net operating loss carryforwards of approximately $ 1,095,000 available to offset future taxable income through 2040.

The related deferred tax asset has been fully offset by a valuation allowance, as management has concluded that it is more likely than not that the deferred tax asset will not be realized.

The valuation allowance decreased by approximately $ 9,000 during the year ended December 31, 2025.

The provision (benefit) for Federal income tax consists of the following for the years ended December 31, 2025 and December 31, 2024.

Federal income tax benefit attributable to:

2 unchanged sentences

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

For the years ended December 31, 2025 and 2024, the Company recorded no federal income tax provision or benefit because the tax benefit generated by current – year losses was fully offset by a corresponding valuation allowance.

As a result, the Company’s effective tax rate differed from the U.S.

federal statutory rate primarily due to the full valuation allowance recorded against deferred tax assets.

The significant components of the Company’s deferred tax assets at December 31, 2025 and 2024, calculated using an expected tax rate of 26 %, were as follows:

Deferred tax asset attributable to:

2 unchanged sentences

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.

As a result of the change in ownership in March 2012, the Company’s net operating loss carryforwards as of December 31, 2011 of $ 213,844 may be subject to limitation under Section 382 of the Internal Revenue Code.

The Company’s federal and state income tax returns for tax years 2022 through 2025 remain open to examination by the applicable tax authorities.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data