Green Planet Bio Engineering Co. Ltd. 10-K

ITEM 8. FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firms 9-10 Financial Statements: Balance Sheets 11 Statements of Operations 12 Statements of Cash Flows 13 Statements of Changes in Stockholders’ Deficit 14 Notes to the Financial Statements 15 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 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 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. 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. 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 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 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 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 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. /s/ Stephano Slack LLC (ID # 3523 ) We have served as the Company’s auditor since 2025 Wayne, Pennsylvania March 31, 2026 9 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 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. 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 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 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 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 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 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. 10 Green Planet Bioengineering Co., Ltd Balance Sheets December 31, December 31, 2025 2024 ASSETS Current assets Cash $ - $ - TOTAL CURRENT ASSETS $ - $ - LIABILITIES AND STOCKHOLDERS’ DEFICIT LIABILITIES Current liabilities Accounts payable and accrued liabilities $ 16,298 $ 5,500 Amount due to a related party 484,678 459,634 TOTAL CURRENT LIABILITIES 500,976 465,134 STOCKHOLDERS’ DEFICIT Preferred stock : par value of $ 0.001 per share, Authorized: 10,000,000 shares at December 31, 2025 and December 31, 2024 Issued and outstanding : 0 shares at December 31, 2025 and December 31, 2024 - - Common stock : par value $ 0.001 per share Authorized : 250,000,000 shares at December 31, 2025 and December 31, 2024 Issued and outstanding : 20,006,402 shares at December 31, 2025 and December 31, 2024 20,006 20,006 Additional paid-in capital 609,614 609,614 Accumulated deficit ( 1,130,596 ) ( 1,094,754 ) TOTAL STOCKHOLDERS’ DEFICIT ( 500,976 ) ( 465,134 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ - $ - The accompanying notes are an integral part of these financial statements. 11 Table of Contents Green Planet Bioengineering Co., Ltd Statements of Operations Years ended December 31, 2025 2024 Administrative expenses $ ( 35,842 ) $ ( 35,544 ) Interest expenses - - Loss before income taxes ( 35,842 ) ( 35,544 ) Provision for income taxes - - $ ( 35,842 ) $ ( 35,544 ) 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 The accompanying notes are an integral part of these financial statements. 12 Table of Contents Green Planet Bioengineering Co., Ltd Statements of Cash Flows Year ended December 31, 2025 2024 Cash flows from operating activities Net loss $ ( 35,842 ) $ ( 35,544 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities ( 702 ) 500 Net cash flows used by operating activities $ ( 36,544 ) $ ( 35,044 ) Cash flows from financing activities Amount due to a related company $ 36,544 $ 35,044 Cash flows provided by financing activities 36,544 35,044 Net change in cash - - Cash - beginning of year - - Cash - end of year $ - $ - Supplemental disclosures for cash flow information: Cash paid for interest $ - $ - Cash paid for income taxes $ - $ - The accompanying notes are an integral part of these financial statements. 13 Table of Contents Green Planet Bioengineering Co., Ltd Statements of Changes in Stockholders’ Deficit Preferred Stock Common Stock Additional Number Number paid-in Accumulated of shares Amount of shares Amount capital deficit Total 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 ) Net loss - - - - - ( 35,842 ) ( 35,842 ) Balance, December 31, 2025 - $ - 20,006,402 $ 20,006 $ 609,614 $ ( 1,130,596 ) $ ( 500,976 ) The accompanying notes are an integral part of these financial statements. 14 Table of Contents Green Planet Bioengineering Co., Ltd. Notes to the Financial Statements December 31, 2025 and 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 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. Income Taxes 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 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. 15 Table of Contents 2. Summary of Significant Accounting Policies – continued Fair Value Measurements 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 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. 3. 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. 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, 2025 and 2024, the amounts advanced of $ 484,678 and $ 459,634 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 outstanding shares of the preferred stock as of December 31, 2025 and 2024. 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, 2025 and 2024, the Company did not issue any shares of common stock. 16 Table of Contents 6. Income Tax 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. December 31, 2025 December 31, 2024 Federal income tax benefit attributable to: Net loss $ ( 9,319 ) $ ( 9,241 ) Change in tax estimates - - Less: valuation allowance 9,319 9,241 Net provision for Federal income taxes $ - $ - 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: December 31, 2025 December 31, 2024 Deferred tax asset attributable to: Net operating loss carryover $ 276,494 $ 267,175 Less: valuation allowance ( 276,494 ) ( 267,175 ) Net deferred tax asset $ - $ - 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. 17 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None