GENERAL
Green Vision Biotechnology Corp. (the "Company"), formerly known as Vibe
Wireless Corp., also formerly known as Any Translation Corp., was incorporated
under the laws of the State of Nevada on July 5, 2012. We were founded to be in
the business of translation and interpretation. The Company undertook
translation and interpretation projects for various fields from business,
economics, to science issues. The Company later adopted a business plan to
pursue business opportunities in the global telecommunications industry.
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 4,000,000 shares of the Company's common stock to Forestbay Capital
Partners II, LLC, a Delaware limited liability company. Such shares represented
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. This name change and our ticker
symbol change was acknowledged by FINRA and effected in the market on November
23, 2015.
The Company was originally incorporated under the laws of the State of Nevada on
July 5, 2012 as Any Translation Corp.
On September 30, 2016, the Company filed a Certificate of Amendment with the
Nevada Secretary of State (the "Nevada SOS") whereby it amended its Articles of
Incorporation to increase the Company's authorized number of shares of common
stock from 75 million to 750 million and forward split 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.
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 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". This name change and our ticker symbol
change was acknowledged by FINRA and effected in the market on November 27,
2016.
As disclosed in our Current Report on Form 8-K dated May 12, 2017 there was a
change in our management. Effective May 3, 2017, the Company accepted the
resignation of Edward P. Mooney as the sole officer of the Company and as the
sole member of the Company's board of directors. Simultaneously, Mr. Ma Wai Kin,
was elected as the Company's President, Secretary, Treasurer and a member of the
Board of Directors.
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Results of Operations
Our financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue our operation.
We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.
Result of Operations for the Three Months ended September 30, 2018 and 2017
Revenue was $257 for the three months ended September 30, 2018 ("Q3"), decreased
by $15,977, or 98.4% from $16,234 for the three months ended September 30, 2017
("Comparable Quarter"). The decrease in revenue during the Q3 as compared to the
Comparable Quarter was due to the restrictions on our production capacity as a
result of the enforcement on new environmental regulations over industrial
production by coal-fired boilers by local authorities in Shanxi. In this
quarter, our company has conducted various field trials in Guangxi,
Heilongjiang, and Yunnan in order to promote our products.
Cost of sales was decreased by $10,250, or 98% from $10,455 in the Comparable
Quarter to $205 in Q3. The decrease was due to the decrease in production
corresponding to the decrease in the sales revenue. In terms of percentage of
revenue, cost of sales was 79.8% in Q3 as compared to 64.4% in the Comparable
Quarter.
Gross profit was decreased by $5,727, or 99.1% from $5,779 in the Comparable
Quarter to $52 in Q3. The decrease reflected the correlation in reduction of
revenue. In terms of percentage of revenue, the gross profit percentage was
decreased to 20.2% for Q3 as compared to 35.6% for the Comparable Quarter. The
decrease of gross profit was primarily due to the significant drop in the sales
revenue.
Selling expenses were decreased by $38,372, from $38,405 for the Comparable
Quarter to $33 in Q3. In terms of percentage of revenue, the rates were 12.8% in
Q3 compared to 236.6% in the Comparable Quarter. The decrease is primarily due
to the transportation expenses and sample expenses.
General and administrative expenses were decreased by $409,772, or 72% from
$568,964 for the Comparable Quarter to $159,192 for Q3. The decrease is
primarily due to the bad debts provisions, and salaries in Q3.
The following is a summary of general and administrative expenses for the three
months ended September 30, 2018, and 2017.
Sept 30, 2018 Sept 30, 2017 Difference
Unaudited Unaudited
Consulting fees $ 22,519 $ 30,801 $ (8,282 )
Salary and payroll expenses 32,739 56,887 (24,148 )
Professional fees 7,159 14,313 (7,154 )
Travel and entertainment 25,630 15,483 10,147
Research and Development - 12,156 (12,156 )
Provision for doubtful debts - 345,596 (345,596 )
Depreciation and amortization 60,405 62,900 (2,495 )
Other 10,740 30,828 (20,088 )
$ 159,192 $ 568,964 $ (409,772 )Consulting fees were decreased by $8,282, or 26.9%, from $30,801 in Comparable
Quarter to $22,519 in Q3.
Our salary and payroll expenses were decreased by $24,148, or 42.4%, to $32,739
in Q3, as compared to $56,887 in the Comparable Quarter. We anticipate that
salary and payroll expenses will rise in future periods as it becomes necessary
to increase our staff in order to enhance our management quality for the listing
requirement and to increase our production activities.
Professional fees were decreased by $7,154, from $14,313 in Comparable Quarter
to $7,159 in Q3.
Travel and entertainment expenses were increased by $10,147, or 65.5%, from
$15,483 in Comparable Quarter to $25,630 in Q3. The increase of travel and
entertainment expenses was primarily due to the increase of entertainment
expenses.
Research and Development expenses were decreased to $Nil in Q3 from $12,156 in
Comparable Quarter.
Depreciation and amortization expenses were decreased by $2,495, or 4.0%, from
$62,900 in Comparable Quarter to $60,405 in Q3.
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Other expenses include items such as office expenses, software related costs,
telephone and a variety of other miscellaneous expenses, were decrease by
$20,088, or 65.2% decrease from $30,828 in Comparable Quarter to $10,740 in Q3.
The decrease of other expenses was primarily due to the decrease of rental fee.
We anticipate that we will incur higher general and administrative expenses as a
public company. We expect that our professional fees, cost of transfer agent,
investor relations costs and other stock related costs will increase.
We also anticipate that selling, general and administrative expenses will
concurrently increase with our increased activity in the future but will not
increase in the same proportion to that of revenue.
Our loss from operations was decreased by $442,417 or 73.5%, to negative
$159,173 in Q3, from $601,590 in Comparable Quarter.
Non-operating income (expenses) was reduced by $1,519, or 72.7%, to negative
$569 in Q3, from $2,088 in Comparable Quarter, of which mainly due to the
decrease of other non-operating expense in Q3.
The net loss attributed to the Company was decreased by $443,936, or 73.5% to
negative $159,742 in Q3, as compared to negative $603,678 in Comparable Quarter.
Result of Operations for the Nine months ended September 30, 2018 and 2017
Revenue was decreased by $34,264, or 28.3% from $121,088, in the nine months
ended September 30, 2017 (the "Nine Month-Comparable Period") to $86,824 in the
nine months ended September 30, 2018 (the "Nine Month of FY2018") The decrease
in revenue during the Nine Months of FY2018 as compared to the Nine
Month-Comparable Period was due to the restrictions on our production capacity
as a result of the enforcement on new environmental regulations over industrial
production by coal-fired boilers by local authorities in Shanxi. In this
quarter, our company has conducted various field trials in Guangxi,
Heilongjiang, and Yunnan in order to promote our products.
Cost of sales was decreased by $7,967, or 10.7% from $74,615 in the Nine
Month-Comparable Period to $66,648 in the Nine Months of FY2018. The decrease
was due to the decrease in production corresponding to the decrease in the sales
revenue. In terms of percentage of revenue, cost of sales was 76.8% in the Nine
Months of FY2018 as compared to 61.6% in the Nine Month-Comparable Period.
Gross profit was decreased by $26,297, or 56.6% from $46,473 in the Nine
Month-Comparable Period to $20,176 in the Nine Months of FY2018. The decrease
reflected the correlation in reduction of revenue. In terms of percentage of
revenue. In terms of percentage of revenue, the gross profit percentage was
decreased to 23.2% for the Nine Months of FY2018 as compared to 38.4% for the
Nine Month-Comparable Period. The decrease was primarily due to the significant
drop in the sales revenue.
Selling expenses were decreased by $20,966, or 40.6%, to $30,649 in the Nine
Months of FY2018 from $51,615 in the Nine Month-Comparable Period. In terms of
percentage of revenue, the rates were 35.3% in the Nine Months of FY2018
compared to 42.6% in the Nine Month-Comparable Period. The decrease is primarily
due to the transportation expenses and sample expenses.
General and administrative expenses were decreased by $461,749, or 44.3% to
$580,232 in the Nine Months of FY2018 from $1,041,981 in the Nine
Month-Comparable Period. The decrease is primarily due to the bad debts
provisions, and salaries in the Nine Months of FY2018 as compared the the Nine
Month-Comparable Period.
The following is a summary of general and administrative expenses for the nine
months ended September 30, 2018, and 2017.
Sept 30, 2018 Sept 30, 2017 Difference
Unaudited Unaudited
Consulting fees $ 94,322 $ 99,091 $ (4,769 )
Salary and payroll expenses 138,789 158,872 (20,083 )
Professional fees 22,224 59,764 (37,540 )
Travel and entertainment 60,704 78,724 (18,020 )
Research and Development 786 34,607 (33,821 )
Provision for doubtful debts (277 ) 345,596 (345,873 )
Depreciation and amortization 181,697 175,280 6,417
Other 81,987 90,047 (8,060 )
$ 580,232 $ 1,041,981 $ (461,749 )
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Consulting fees were decreased by $4,769, or 5.0%, from $99,091 in Nine
Month-Comparable Period to $94,322 in the Nine Months of FY2018.
Our salary and payroll expenses were decreased by $20,083, or 13%, to $138,789
in the Nine Months of FY2018, as compared to $158,872 in the Nine
Month-Comparable Period. We anticipate that salary and payroll expenses will
rise in future periods as it becomes necessary to increase our staff in order to
enhance our management quality for the listing requirement and to increase our
production activities.
Professional fees were decreased by $37,540, from $59,764 in Nine
Month-Comparable Period to $22,224 in the Nine Months of FY2018.
Travel and entertainment expenses were decreased by $18,020, or 23%, from
$78,724 in Nine Month-Comparable Period to $60,704 in the Nine Months of FY2018.
The decrease of travel and entertainment expenses was due to the reduction of
project-based travelling activities.
Research and Development expenses were decreased to $786 in the Nine Months of
FY2018 from $34,607 in Nine Month-Comparable Period.
Depreciation and amortization expenses were increased by $6,417, or 4%, from
$175,280 in Nine Month-Comparable Period to $181,697 in the Nine Months of
FY2018.
Other expenses include items such as office expenses, software related costs,
telephone and a variety of other miscellaneous expenses. None of these expenses
alone changed significantly, as the difference was $8,060, or 9% decrease from
$90,047 in Nine Month-Comparable Period to $81,987 in the Nine Months of FY2018.
We anticipate that we will incur higher general and administrative expenses as a
public company. We expect that our professional fees, cost of transfer agent,
investor relations costs and other stock related costs will increase.
We also anticipate that selling, general and administrative expenses will
concurrently increase with our increased activity in the future but will not
increase in the same proportion to that of revenue.
Our loss from operations was decreased by $456,418 or 43.6%, to negative
$590,705 in the Nine Months of FY2018, from negative $1,047,123 in Nine
Month-Comparable Period.
Non-operating income (expenses) was reduced by $1,760, or 38%, to negative
$2,867 in the Nine Months of FY2018, from negative $4,627 in Nine
Month-Comparable Period, of which mainly due to the decrease of other expenses
in the Nine Months of FY2018.
The net loss attributed to the Company was decreased by $458,178, or 43.6% to
negative $593,572 in the Nine Months of FY2018, as compared to negative
$1,051,750 in Nine Month-Comparable Period.
Liquidity and Capital Resources
The Company's liquidity and capital is dependent on whether the Company is
capable of generating its revenues and increasing its capital for the
development and expansion of its business.
Management plans to support the Company's operation and its business strategy by
raising funds through public and private offerings and relying on officers and
directors to perform essential management functions with minimal compensation.
If we do not raise all of the money we need from a public offering, we will have
to find alternative sources, such as a private placement of securities, or loans
from our officers, directors or others. The loans are likely to be unsecured,
non-interest bearing and repayable at demand.
Moreover, management has actively taken steps to revise its operating and
financial needs. Management believes that the Company's current and available
capital resources will allow it to continue its operations throughout this
fiscal year.
Working capital
At September 30, 2018, we had a working capital deficit of $9,255,186, as
compared to a working capital deficit of $9,029,045 at December 31, 2017. Of the
working capital deficit at September 30, 2018, $9,316,595 was amount due to
related parties and shareholder. Excluding the amounts due to related parties
and shareholder, we would have had a working capital surplus of $61,409 at
September 30, 2018. As comparison, the working capital deficit at December 31,
2017, $9,029,045 was amount due to related parties and holding company.
Excluding the amounts due to related parties and holding company, we would have
had a working capital surplus of $167,717 at December 31, 2017. The amounts due
to related parties and shareholder are unsecured, interest free and repayable on
demand.
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Operating activities
During the nine months ended September 30, 2018, operating activities used cash
of $282,462, and for the comparable nine months ended September 30, 2017,
operating activities used cash in operations of $284,013. The use of cash in
operating activities for the nine months ended September 30, 2018 was mainly
derived from a net loss of $593,572 with a non-cash item of $193,310($174,757
plus $18,553) in depreciation and amortization; moreover, there was an increase
of $46,073 in inventories; an increase of $22,900 in another receivables; a
decrease of $11,367 in advances to suppliers; a decrease of $25,033 in accrued
expenses, which were offset by an increase of $24,248 in amount due to related
parties. As comparison, the use of cash in operating activities for the nine
months ended September 30, 2017 was mainly derived from a net loss of $
$1,051,750 with a non-cash item of $197,396 ($179,474 plus $17,922) in
depreciation and amortization, and $345,596 in provision of doubtful debt;
moreover, there was an increase of $31,035 in inventories; an increase of
$255,178 in other receivables; a decrease of $40,447 in accrued expenses, which
were offset by a net decrease of $562,981 in amount due from related parties.
Investing Activities
During the nine months ended September 30, 2018, investing activities used
$2,063 of cash; and for comparable the nine months ended September 30, 2017,
investing activities used $1,512 of cash. The decrease in use of cash was due to
the spending in investment on purchases of property, plant and equipment,
construction in progress and exchange difference between USD and CNY.
Financing Activities:
During the nine months ended September 30, 2018, financing activities provided
cash of $254,944; and for comparable the nine months ended September 30, 2017,
financing activities used cash of $173,600. The change of cash used by financing
activities was derived from the changes in the amounts due to our shareholder.
As at September 30, 2018, net cash and cash equivalents balance was $10,216 as
compared to balance $38,931 as at December 31, 2017.
As of September 30, 2018, stockholder's equity was negative $5,659,853, compared
to a negative equity of $5,092,072 at December 31, 2017.
The source of fund for supporting the Company's business operation was loans
from directors and shareholders. In the event the directors and shareholders do
not continue to support the Company's business operation, the Company could be
short of funds and may not be able to operate any longer. The amounts due to
related parties and director are interest-free loans. These loans are unsecured
and have no fixed repayment terms.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a
combination of our existing funds, loans from third parties, other debt
facilities, or further issuances of securities. Our working capital requirements
are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to fund our operations over the next three months. We
have no lines of credit or other bank financing arrangements. In connection with
our business plan, management anticipates additional increases in operating
expenses and capital expenditures relating to: (i) developmental expenses
associated with a growing business; and (ii) marketing expenses. We intend to
finance these expenses with further issuances of securities, and debt issuances.
Thereafter, we expect we will need to raise additional capital and generate
revenues to meet long-term operating requirements. Additional issuances of
equity or convertible debt securities will result in dilution to the
shareholdings of our current shareholders. Further, such securities might have
rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations. We
will have to raise additional funds in the next twelve months in order to
sustain and expand our operations. We currently do not have a specific plan of
how we will obtain such funding; however, we anticipate that additional funding
will be in the form of equity financing from the sale of our common stock. We
have and will continue to seek to obtain short-term loans from our directors,
although no future arrangement for additional loans has been made. We do not
have any agreements with our directors concerning these loans. We do not have
any arrangements in place for any future equity financing.
Since 2017, local government of Jinzhong City, Shanxi Province, China (where
Shanxi Lutu and our production plant is located) has promulgated a new set of
environmental regulations restricting the use of coal-fired boilers in
factories. Since coal-powered generators were used in our production plant, our
production activities in 2018 were restricted to a certain extent.
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We cannot ensure that we can comply with the new environmental regulations in
time. If that is the case, our production and our production capacity may be
reduced as a result. This will affect our ability to generate income and to meet
the demand of our customers, which in turn could have a material adverse effect
on our financial condition and results of operations.
Due to the enforcement on new environmental regulations over industrial
production by coal-fired boilers by local authorities in Shanxi, the Company's
production was restricted to a certain extent in 2017. In order to fully comply
with the new environmental regulations in place, management of the Company had
planned to carry our rectification work and expected that the rectification work
could be completed by mid of 2018 and full-scale production might resume in the
second half of 2018. However, due to the shortage of funding to carry out the
rectification work on our coal-powered generators, our production activities
were restricted since second quarter in 2018. Our production and our production
capacity was reduced as a result, significantly affected our ability to generate
income and to meet the demand of our customers, which in turn had a material
adverse effect on our financial condition and results of operations. The
management had decided to maintain our business by way of sub-contracting or
assignment of the production. Furthermore, the management had further researched
for other business opportunity to utilize the reduced capacity of the property
and equipment, in order to make better the worsened revenue.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, 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 are material to investors.
Going Concern
The independent auditors' report accompanying our December 31, 2017 audited
financial statements filed in Form 10-K on April 17, 2018 contained an
explanatory paragraph expressing substantial doubt about our ability to continue
as a going concern. The financial statements have been prepared "assuming that
we will continue as a going concern," which contemplates that we will realize
our assets and satisfy our liabilities and commitments in the ordinary course of
business.
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GREEN VISION BIOTECHNOLOGY CORP 
