Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Green Vision Biotechnology Corp.
Tempe, Arizona
We have audited the accompanying balance sheets of Green Vision Biotechnology Corp., (the “Company”) as of January 31, 2017 and 2016 and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended January 31, 2017. Green Vision Biotechnology Corp.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
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 audits provide 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 Vision Biotechnology Corp., as of January 31, 2017 and 2016 and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2017 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 8 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2018 raise substantial doubt about its ability to continue as a going concern. The 2017 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ LBB & Asscoiates Ltd., LLP
LBB & Associates Ltd., LLP
Houston, Texas
April 28, 2017
NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2017 and 2016
NOTE 1
–
ORGANIZATION AND NATURE OF BUSINESS
Green Vision Biotechnology Corp. (“we” or the “Company) was incorporated under the laws of the State of Nevada on July 5, 2012 as AnyTranslation Corp.
On September 2, 2015, a change in control of the Company took place by virtue of the Company's largest shareholder and sole officer and director at that time, selling 40,000,000 shares of the Company's common stock to Forestbay Capital Partners II, LLC, a Delaware limited liability company. Such shares represent 65.8% of the Company's total issued and outstanding shares of common stock. As part of the sale of the shares, Forestbay Capital Partners arranged with the former officer and director, prior to his resignation as the sole officer and director of the Company Board, to appoint Mr. Edward Mooney as the sole officer and director of the Company. Mr. Mooney is the Manager of Forestbay Capital Partners II, LLC.
On November 12, 2015, we changed our name to Vibe Wireless Corp in connection with merging with our wholly-owned subsidiary and adopted a business plan to pursue business opportunities in the global telecommunications industry. This name change and our ticker symbol change was acknowledged by FINRA and effected in the market on November 23, 2015. We are presently in the process of exploring business opportunities.
On September 19, 2016, the Company's largest shareholder, Forest Bay Capital Partners II, LLC, a Delaware limited liability company, sold 50,000,000 shares of the Company's common stock to Ma Wai Kin. Such shares represent 82.25% of the Company's total issued and outstanding shares of common stock.
On September 30, 2016, Vibe Wireless Corp. (the "Company") filed a Certificate of Amendment with the Nevada Secretary of State (the “Nevada SOS”) whereby it amended its Articles of Incorporation by increasing the Company’s authorized number of shares of common stock from 75 million to 750 million and increasing all of its issued and outstanding shares of common stock at a ratio of ten (10) shares for every one (1) share held. The Company’s Board of Directors approved this amendment on September 30, 2016. This stock split has been retroactively applied.
On September 30, 2016, the Company filed Articles of Merger with the Nevada SOS whereby it entered into a statutory merger with its wholly-owned subsidiary, Green Vision Biotechnology Corp. pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company is the sole surviving entity and changed its name to “Green Vision Biotechnology Corp.”
On September 30, 2016, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting that the aforementioned forward split and name change be effected in the market. The Company also requested that its ticker symbol be changed to “GVBT”. Such notification form is being reviewed by FINRA. This name change and our ticker symbol change was acknowledged by FINRA and effected in the market on November 27, 2016.
NOTE 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 and are presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a January 31 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $0 and $0 of cash as of January 31, 2017 and 2016, respectively.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, accrued expenses and amounts due to a shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of January 31, 2017 and 2016.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.
NOTE 3
–
RELATED PARTY TRANSACTIONS
On June 29, 2015, a director forgave all his advances of $17,348 loaned to the Company. The advance forgiveness was recorded as additional capital during year ended January 31, 2016
On August 28, 2015, the Company’s new officer and director entered into an agreement to loan up to $50,000 to the Company, accruing interest at 8%, due on September 1, 2016, and unsecured. The maturity date has been extended by agreement to April 30, 2017. The balances as of January 31, 2017 and 2016 are $50,000 and $34,764, respectively.
NOTE 4
– NOTE PAYABLE
Beginning in September 2016, Hong Kong Prolific Mineral Resources Limited, a third party agreed to loan the Company funds on an on-going basis to be used for working capital accruing interest at 8%, due on January 31, 2018. The Company has received $49,704 in loans as of January 31, 2017.
NOTE 5
–
CAPITAL STOCK
The Company has 750,000,000, $0.001 par value shares of common stock authorized as a result of the amendment to its Articles of Incorporation in connection with the ten to one forward split of the Company's common stock.
No shares were issued during the year ended January 31, 2017 and 2016.
There were 60,790,000 and 60,790,000 shares of common stock issued and outstanding as of January 31, 2017 and 2016, respectively, as a result of a ten to one forward split of the Company's common stock.
NOTE 6
–
COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer previously provided office services without charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future. When and if the Company commences operations or acquires another operating entity, at that time management will consider the need for a dedicated office.
NOTE 7
–
INCOME TAXES
As of January 31, 2017, the Company had net operating loss carry forwards of approximately $151,000 that may be available to reduce future years’ taxable income in varying amounts through 2033. 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 periods ended January 31:
|
|
2017
|
|
|
2016
|
|
Federal income tax benefit attributable to:
|
|
|
|
|
|
|
Current Operations
|
|
$
|
23,668
|
|
|
$
|
12,770
|
|
Less: valuation allowance
|
|
|
(23,668
|
)
|
|
|
(12,770
|
)
|
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 January 31:
|
|
2017
|
|
|
2016
|
|
Deferred tax asset attributable to:
|
|
|
|
|
|
|
Net operating loss carryover
|
|
$
|
51,193
|
|
|
$
|
27,525
|
|
Less: valuation allowance
|
|
|
(51,193
|
)
|
|
|
(27,525
|
)
|
Net deferred tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $151,000 for Federal income tax reporting purposes are subject to annual limitations. Changes in ownership could result in net operating loss carry forwards being limited as to use in future years.
NOTE 8
–
GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues and accumulated deficit of $150,576 as of January 31, 2017. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
NOTE 9 – SUBSEQUENT EVENTS
Subsequent to January 31, 2017 the Company received $22,500 in additional loans from Hong Kong Prolific Mineral Resources Limited pursuant to their agreement as mentioned in note 4.