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Green Vision Biotechnology Corp. – ‘10-K/A’ for 12/31/21

On:  Monday, 9/19/22, at 7:43am ET   ·   For:  12/31/21   ·   Accession #:  1640334-22-2058   ·   File #:  0-55210

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 Form  i 10-K/A

Amendment No. 1

For the fiscal year ended  i December 31, 2021

For the transition period from ___________________to___________________________

Commission File No. No.  i 000-55210

 i Rooms 1804-06, 18/F., Wing On House,  i 71 Des Voeux Road Central,

 i Hong Kong SAR,  i China

 i 852- i 94929967

(Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

Securities registered pursuant to Section 15(d) of the Exchange Act:

Common stock, par value $0.001 per share.

(Title of class)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐      i No☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐      i No☒

Indicate by check mark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  i Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  i Yes ☒     No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i ☐     No☒

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.   N/A

No market value has been computed as of December 31, 2021 based upon the fact that no active trading market has been established.

Applicable Only to Corporate Issuers:

Indicate the number of shares outstanding of each of issuer’s classes of common stock, as of the most practicable date: As of September 19, 2022, there were  i 160,790,000 shares of Common Stock of the issuer outstanding.

TABLE OF CONTENTS

 Form 10-K/A Index

EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment”) to our Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 31, 2022 (the “Original Report”) of Green Vision Biotechnology Corp. (the “Company”) is being filed with the Securities and Exchange Commission (the “SEC”) to provide the information in respond to comments received from the SEC as a result of the Commission’s review of the Original Report. Only Item 1 of Part I, Items 7 and 9A of Part II, and 15 of Part IV and Notes to the Financial statements have been amended in this Amendment. No other changes have been made to the financial statements other than the amendment in Item 1 of Part I, Items 7 and 9A of Part II, and 15 of Part IV of information and updates to the Exhibit Index. This Amendment does not include any items that were not affected by the amendment.

Unless expressly stated, this Amendment does not reflect events occurring after the filing of the Original Report, nor does it modify or update in any way the disclosures contained in the Original Report, which speak as of the date of the original filing. Accordingly, this Amendment should be read in conjunction with the Original Report and our other SEC filings subsequent to the filing of the Original Report.

Unless the context requires otherwise, references to “we,” “us,” “our,” “Green Vision” and the “Company” refer specifically to Green Vision Biotechnology Corp. and its subsidiaries.

FORWARD LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K/A are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Green Vision Biotechnology Corp. (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

PART I

As used throughout this Annual Report, the terms “Green Vision”, “Company”, “we”, “us”, “our” or “Registrant” refer to Green Vision Biotechnology Corp. and its subsidiaries.

Item 1. Business

Overview and Corporate Structure

The Company is not a Chinese operating company but a Nevada holding company with operations conducted by our subsidiaries in Cayman Islands, BVI, Hong Kong SAR and Mainland China. The diagram of the Company’s corporate structure is shown below:

Green Vision Biotechnology Corporation (Nevada USA) has a group structure with several layers of subsidiaries incorporated in various jurisdictions: Cayman Islands, BVI, Hong Kong SAR and Mainland China. We will refer to Green Vision Biotechnology Corporation as the Holding Company, and refer to the Cayman subsidiary as “Lutu” and other subsidiaries (all these companies referred to as “the Group”) by their places of incorporation:

Of these subsidiaries, Lutu (the Cayman subsidiary) and the BVI Subsidiary have no operation. The HKSAR Subsidiary provides services to the Group while the China Subsidiary conducts operations in China.

Background

Green Vision Biotechnology Corp. (formerly known as Vibe Wireless Corp., originally known as Any Translation Corp.), (the “Company”, “GVBT”), was incorporated under the laws of the State of Nevada on July 5, 2012. The Company was founded to be in the business of translation and interpretation. On November 12, 2015, the Company changed its name from Any Translation Corp. to Vibe Wireless Corp. On September 30, 2016, we changed our name from Vibe Wireless Corp. to Green Vision Biotechnology 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 stock 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. This stock split has been retroactively applied to the financial statements.

On the same date, 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 was that the Company became the sole surviving entity and changed its name to “Green Vision Biotechnology Corp.”

The investment transaction under the share exchange agreements and contractual agreements as described below (collectively the “Transaction Agreements”) was entered into between each of the Shareholders of Lutu and GVBT (the “Investment Transaction”) on May 12, 2017. As a result of closing of the Investment Transaction, GVBT acquired part of the shares of Lutu and assumed management of Lutu and all its direct and indirect subsidiaries (“the Lutu Group”).

On May 12, 2017, GVBT entered into a share exchange agreement with Harcourt Capital Limited (“Harcourt”) and Woodhead Investments Limited (“Woodhead”), both were limited companies incorporated in the British Virgin Islands, holder of 6% and 5% of the issued and outstanding shares of  Lutu respectively (the “Minority Interest Exchange Agreement”). Under the Minority Interest Exchange Agreement, Harcourt and Woodhead together agreed to transfer to GVBT a total of 11% of the issued and outstanding shares of Lutu. In consideration, GVBT agreed to grant Harcourt and Woodhead, or persons designated by Harcourt and Woodhead, rights to receive a 6 million and 5 million shares of GVBT’s common stock respectively. The Minority Interest Exchange Agreement was completed on May 12, 2017.

On May 12, 2017, GVBT entered into a share exchange agreement with Able Lead Holdings Limited (“Able Lead”), an 89% shareholder of Lutu(the “Majority Interest Exchange Agreement”). Under the Majority Interest Exchange Agreement, Able Lead agreed to enter a series of contractual arrangements with GVBT (collectively, the “Contractual Arrangements”) (described below), by which GVBT could assume management control of the Lutu Group.

When entering into the Majority Interest Exchange Agreement, Able Lead had an outstanding loan of $4.43 million denominated in Renminbi (“RMB”) owing to an unrelated third party with its maturity date on January 22, 2018 (the “Outstanding Loan”). Able Lead had negotiated an extension of the Outstanding Loan to 2019 with the third-party. Shares of Lutu held by Able Lead had been charged to the third party lender as a collateral to secure repayment of the Outstanding Loan (the “Security”). Accordingly, it was agreed under the Majority Interest Exchange Agreement that the shares of Lutu held by Able Lead would be transferred to GVBT once the Outstanding Loan was fully repaid. As a consideration, GVBT agreed to issue and deliver a total of 89 million shares of GVBT’s common stock to an escrow agent (issued in the name of the escrow agent or its nominee) (the “Escrow Shares “). The Escrow Shares were to be held in escrow for a period of one year or such period to be agreed by GVBT and Able Lead upon the execution of the Majority Interest Exchange Agreement. Conditional upon the full repayment of the Outstanding Loan and the release of the Security by Able Lead, the Escrow Shares were to be released to Able Lead in exchange for the 89% of the issued and outstanding shares of Lutu. In the event that Able Lead could not fully repay the Outstanding Loan (within a period of one year, or such period of time to be agreed by GVBT and Able Lead) and cause the release of the Security, then the Escrow Shares would be delivered to transfer agent for cancellation. Further, unless otherwise expressly agreed in writing by GVBT and Able Lead, the Majority Interest Exchange Agreement would be automatically terminated upon the termination of any of the agreements in the Contractual Arrangements described below.

Pursuant to the escrow agreement (the “Escrow Agreement”) entered into between Booth Udall Fuller, PLC (the “Escrow Agent”) and GVBT on May 12, 2017, the Escrow Shares would be held by Booth Udall Fuller, PLC for a year following the execution of the Majority Interest Exchange Agreement. The Escrow Shares would not be subject to any lien, attachment, or any other judicial process of any creditor of GVBT, and would be held and disbursed solely for the purposes and in accordance with the terms of the Majority Interest Exchange Agreement.

On May 12, 2017, GVBT entered into the Contractual Arrangements with Lutu and Able Lead. Upon execution of the Contractual Arrangements, GVBT assumed management of the Lutu Group and received economic benefits which includes the right to receive the expected residual returns and and/or obligation to absorb expected loss from the Lutu Group. Each agreement in the Contractual Arrangements constituted valid and binding obligations of the parties of such agreements and was enforceable and valid in accordance with the laws of Cayman Islands. All agreements executed by Lutu were duly approved by its board of directors and the Shareholders of Lutu.

Consulting Services Agreement

Pursuant to the exclusive consulting services agreement entered into between GVBT and Lutu on May 12, 2017 (the “Consulting Services Agreement”), GVBT has the exclusive right to provide to the Lutu Group general business operation services, including advice and strategic planning, as well as consulting services related to the technological research and development of bio-fertilizers. Further, GVBT owned the intellectual property rights developed or discovered through research and development, in the course of providing the consulting services, or derived from the provision of the consulting services. In consideration, Lutu paid an annual consulting service fees to GVBT in the amount equivalent to all of Lutu’s net profits for the relevant financial year. The term of the consulting service agreement was five (5) years from its effective date and might be terminated upon GVBT’s written confirmation prior to the expiration of the agreement.

Unless otherwise expressly agreed in writing by GVBT and Able Lead, the Consulting Services Agreement would be automatically terminated upon the termination of any of the agreements in the Contractual Arrangements or the Majority Interest Exchange Agreement.

We hereby confirmed that we have not received any consulting fees from Lutu nor the Lutu Group during the periods presented.

Operating Agreement

Pursuant to the operating agreement entered into between GVBT, Lutu and Able Lead on May 12, 2017  (the “Operating Agreement”), GVBT agreed to provide guidance and instructions on the Lutu Group’s daily operations, financial management and employment issues. Able Lead agreed to designate candidates recommended by GVBT as their representatives on the boards of directors of each member of the Lutu Group. GVBT has the right to appoint senior executives of each member of the Lutu Group. In addition, GVBT agreed to guarantee the Lutu Group’s performance under any agreements or arrangements relating to the Lutu Group’s business arrangements with any third party. In consideration, Lutu agreed that it would not, and would cause the Lutu Group not to, without the prior consent of GVBT, engage in any transactions that could materially affect their respective assets, liabilities, rights or operations, including but not limited to, incurrence or assumption of any indebtedness, sale or purchase of any assets or rights, incurrence of any encumbrance on any of their assets or intellectual property rights in favor of a third party or transfer of any agreements relating to their business operation to any third party. The term of the Operating Agreement is five (5) years from its effective date and might be extended and terminated only upon GVBT’s written confirmation prior to the expiration of this agreement.

Unless otherwise expressly agreed in writing by GVBT and Able Lead, the Operating Agreement would be automatically terminated upon the termination of any of the agreements in the Contractual Arrangements or the Majority Interest Exchange Agreement.

Proxy Agreement

Pursuant to the proxy agreement entered into between Able Lead, Lutu, and GVBT on May 12, 2017  (the “Proxy Agreement”), Able Lead agreed to irrevocably grant a person to be designated by GVBT the right to exercise its voting rights and other rights, including the attendance of, and the voting at the shareholders’ meetings of Lutu for and on behalf of Able Lead (or the signing of written resolutions in lieu of such meetings) in accordance with applicable laws and its articles of association, including but not limited to the appointment and voting for the directors and chairman of the board as the authorized representative of Able Lead to exercise controlling power in the Lutu Group. The Proxy Agreement might be terminated by joint consent of the parties or upon 7-day written notice from GVBT. The proxy right granted by the Proxy Agreement has never been exercised.

Repayment of Outstanding Loan and release of Security by Able Lead/cancellation and reissuance of Escrow Shares

Able Lead made full repayment of the Outstanding Loan and released the Security on February 27, 2019. The Escrow Shares were returned to the Company for cancellation on July 30, 2019. The Company then re-issued  i 89,000,000 new shares to Able Lead pursuant to Section 4(a)(2) of the Securities Act of 1933 as a non-public offering. Thereafter, Able Lead transferred the shares to six (6) shareholders who were not affiliated with GVBT.

Expiries of Agreements

The above-mentioned Consulting Services Agreement, Operating Agreement and Proxy Agreement entered between the Company, Lutu and Able Lead on May 12, 2017, were for 5 years terms. Accordingly, all these agreements expired on May 11, 2022.

Furthermore, since the issuance of common stock to Able Lead on July 30, 2019, Lutu became the Company’s wholly owned subsidiary; the Company is of the view that there is no need for the Company to renew and extend these agreements to achieve the previous objectives of these agreements.

Changes Resulting from the Investment Transaction

The closing of the Investment Transaction occurred on May 12, 2017, resulting in a change of control of GVBT. Prior to closing of the Investment Transaction, GVBT had a total of 60,790,000 shares of common stock issued and outstanding. As a result of the closing of the Investment Transaction, GVBT had in total 160,790,000 shares of its common stock issued and outstanding, of which 60,790,000 shares, or approximately 37.8%, were owned by the previous existing shareholders of GVBT, with the balance of 100,000,000 shares, or approximately 62.2%, owned by the previous shareholders of Lutu, and with certain shares held in escrow pursuant to the Escrow Agreement.

Following the closing of the Investment Transaction, GVBT began carrying on the business of the Lutu Group. The Lutu Group, with its operation primarily located in the Shanxi Province of China, was engaged in the biotechnology industry and  the production and distribution of bio-fertilizers. Revenues of the Lutu Group are currently generated from China.

Changes to the Board of Directors and Officers

Simultaneous with the closing of the Investment Transaction, there was a change in the officers and directors of GVBT. As authorized by the bylaws, the existing director of GVBT, Mr. Ma Wai Kin, appointed two (2) additional members to the Board of GVBT. Such members were Mr. Lam Ching Wan (also known as William Lam) and Mr. Leung Kwong Tak (also known as Dr. Michael Leung). Mr. Ma also appointed Mr. William Lam as GVBT’s Chief Executive Officer and Mr. Lo Kwok Leung as GVBT’s Chief Financial Officer. Mr. Lo Kwok Leung is not related to Dr. Michael Leung.

All members of the Board hold their respective offices for a term of one year from their respective dates of appointment, or until the election and qualification of their successors, and thereafter to resign as a director of GVBT. In accordance with the bylaws, officers are elected by the board of directors and serve at the discretion of the board of directors.

Accounting Treatment

The Investment Transaction was accounted for as a reverse-merger and recapitalization. For financial reporting purposes, Lutu is the acquirer and GVBT is the acquired company. After completion of the Investment Transaction, the assets, liabilities, operations results and cash flow of GVBT that were reflected in the historical consolidated financial statements prior to the Investment Transaction would be those of Lutu and its subsidiaries, and will be recorded at the historical cost basis of Lutu and its subsidiaries. Number of shares deemed to be outstanding for the period from January 1, 2019 to the acquisition date will be reflected in the balance of the common stock and paid in capital. The Company changed its fiscal year ended from January 31 to December 31. 

Tax Treatment and SEC Filer Status: Small Business Issuer

The Investment Transaction is intended to constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), or such other tax free reorganization exemptions that may be available under the Code. Immediately following the Investment Transaction, the filer status of GVBT will be a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, as promulgated by SEC.

As we are a Smaller Reporting Company under 12b-2 under the Exchange Act, we will be describing the development of our business pursuant to Item 101(h).

Cash transferred through organization

The cash transferred inside the organization can be classified as cash inflow and cash outflow.

Cash transferred from holding company to subsidiaries:

The Holding Company (or its HKSAR Subsidiary) obtained loans from various related parties. Then the cash would be lent to other subsidiaries to settle bills and obligations.

Cash transferred from subsidiaries to holding company:

The cash transferred from subsidiaries to Holding Company would be for repayment of loans or dividends.

During the year ended December 31, 2021, the cash transferred between holding company and subsidiaries were as below:

Dividend distribution, limitation, and tax impact

Up to the date of this report, the Company has accumulated deficit of $7,916,489 and does not have any profits eligible for distribution and has not declared any dividend or any distributions of dividend from subsidiary to the holding company and there are no tax consequences to be occurred. Moreover, the Company has not previously declared or paid cash dividends.

We are a holding company incorporated under the laws of the State of Nevada and principally operated business through our HKSAR and China subsidiaries. Our operating cash flows, including any payment of dividends to our shareholders relied on the fund available to our subsidiaries or funds provided from our related parties.

Our Board has discretion as to whether to distribute dividends, subject to certain requirements of China law. China regulations may restrict the ability of our China Subsidiary to pay dividends to the holding company. Our China Subsidiary’s ability to distribute dividends is based upon its distributable earnings. Current China regulations permit our China Subsidiaries to pay dividends to its respective shareholders only out of its accumulated profits, if any, determined in accordance with China accounting standards and regulations. In addition, our China Subsidiary is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Before January 1, 2020, our China Subsidiary as a Foreign Invested Enterprise (the “FIE”), is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at its discretion. These reserves are not distributable as cash dividends. If our China Subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us. Any limitation on the ability of our China Subsidiary to distribute dividends or other payments to its shareholders could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends or otherwise fund and conduct our business.

In addition, the PRC Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are incorporated.

As disclosed in Item 5, no cash dividends were paid during the fiscal years ended December 31, 2021, and 2020. The Company has not paid any cash dividends since inception and does not foresee declaring any cash dividends in the foreseeable future.

Permission of Approval

For the required permission or approval of the China Subsidiary to obtain from Chinese authorities to operate the biofertilizer business, please refer to the following table:

For the required permission or approval of the Company (the holding company) to obtain from Chinese authorities to offer securities to foreign investors, we are of the view that such permission or approval is not required because we are formed in Nevada.

We confirm that our China Subsidiary is not covered by permissions requirements from the China Securities Regulatory Commission (CSRC) or Cyberspace Administration of China (CAC) for approval of its operations, because our China Subsidiary’s only business is the production and distribution of biofertilizers. We confirm that we have received all requisite permissions or approvals to operate the production and distribution of biofertilizer products.

In the event that our China Subsidiary: (i) does not receive or maintain such permissions or approvals, (ii) inadvertently concludes that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future, the consequences to the Company and our investors could be:

Item 1A. Risk Factors

Legal and Operational Risks associated with being based in or having the majority of the Company’s operation in China

Risks arising from the legal system in China include:

Risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice

GVBT is a holding company, and we conduct our operation through our subsidiaries in Cayman Islands, BVI, Hong Kong and the mainland China. Our operations are primarily located in the mainland China and our clients are China corporates or individuals.

The Chinese government has throughout these years exercised substantial control over each and every sector of the Chinese economy via legislation and state ownership. Adopting a civil law system as opposed to a common law system, the Chinese government is at liberty to promulgate new laws, regulations, interpretations or reinterpretations of existing laws and regulations with little to no advance notice without being bound by prior court decisions. In recent years, the Chinese government has intensified its interference in economic matters involving foreign investment, corporate organization, governance, commerce, taxation, and trade. For these reasons, the legal framework in China is vigorously changing and the environment which our operations maneuver in is constantly changing. Legal protections available to the Company today may work against us tomorrow, and there is a constant possibility that future laws, regulations, interpretations, or re-interpretations of laws and regulations would result in protracted litigation or regulatory enforcement action that could result in the incurrence of substantial costs and diversion of management attention.

As at today, we are not materially affected by recent statements by the Chinese government indicating an extent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. However, there remains uncertainty with respect to the implementation and interpretation of laws in China. The PRC government may choose to exercise significant oversight and discretion, and the policies, regulations, rules, and the enforcement of laws of the Chinese government to which we are subject may change rapidly and with little advance notice to us. In addition, these laws and regulations may be interpreted and applied inconsistently by different authorities. New laws, regulations, and other government directives in the PRC may also be costly to comply with. Such compliance or non-compliance may delay our development or increase our operating costs. Furthermore, such new amendments to the current legislation are highly uncertain as to how they will affect our daily business operation, listing on an U.S. or foreign exchange operation.

Accordingly, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

Risk that the Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and/or foreign investment in China based issuers, which could result in a material change in our operations and/or the value of our securities

Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our Ordinary Shares. The promulgation and enactment of new laws or regulations by the PRC government will restrict or result in unfavorable impact on our business. In such event, the business, financial condition and results of operations of the Company could be adversely affected as well as materially affected, resulting in the decrease of value of our Ordinary Shares, even rendering it worthless.

Since our China Subsidiary is based and operates in China, it is subject to China’s laws, rules, and regulations. Even though the China Subsidiary has been operating in compliance with all the relevant China laws, rules, and regulations, we do not know if these laws, rules and regulations will change in future.

In case when there is a change in these laws, rules, and regulations, we may not be able to meet with those new standards and comply with the new set of laws, rules and regulations. In such case, the China Subsidiary may have to cease operation. The result of the cessation will have material impact on the value of our securities and could significantly limit or even completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

Data Security

China’s Data Security Law came into force on 1 September 2021, and it is expected that the Chinese government will take steps to lay down and publish more details on data classification regime, index of important data and standard of data security.

Since our China Subsidiary’s major business is the production and distribution of bio-fertilizers and such business is conducted through physical/direct retailing and distribution (rather than online trading), we are of the view that the Data Security Law will not affect our business operations accepting foreign investments or listing in foreign stock exchanges.

The Company will keep monitoring the future updates of the related laws and regulations and ensure appropriate internal review is conducted in compliance with the said regime, index and standard.

Anti-monopoly

The relevant rules and regulations under China’s laws relating to anti-monopoly will only be triggered when a company enters certain agreements / contracts with its business counterparties and/or competing parties, resulting in a monopolized market. Our China Subsidiary has not entered into any such agreements. Our China Subsidiary also has not conducted any market activity relating to merger with other operators in the China fertilizer industry which would be resulting in “Concentration of Business Operators” situation as defined in the relevant rules and regulations.

We noticed that the China’s government has recently released statements and regulatory actions relating to data security and anti-monopoly areas. Even though we are of the view that our China Subsidiary, being a producer of bio-fertilizer, will not be subject to any rules relating to data security nor anti-monopoly, we will be monitoring the development of the situation closely. We will update and make disclosure if there are changes of laws, rules and regulations in future that will affect the legal and operational environment of the China Subsidiary.

Accelerating Holding Foreign Companies Accountable Act

On April 21, 2020, the SEC and the PCAOB released a joint statement highlighting the risks associated with investing in companies based in or having substantial operations in certain “restrictive markets,” including China. The joint statement emphasized the risks associated with lack of access from the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in the markets where the PCAOB has limited access to the local auditing firms and their work.

On December 18, 2020, the Holding Foreign Companies Accountable Act was enacted, pursuant to which an issuer must establish that they are not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the issuer has retained a foreign public accounting firm that is not subject to inspection by the PCAOB. If the PCAOB is unable to inspect the issuer’s public accounting firm for three consecutive years, the issuer’s securities will be prohibited from trading.

Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA.

Centurion ZD CPA Limited (“CZD”) was retained for the preparation of the audit report for the Company during the period covered by this Form 10-K, i.e., the financial year ended on December 31, 2022.

The Company noted that PCAOB specifically included CZD in Appendix B of its HFCAA Determination Report dated December 16, 2021, notifying the Commission that it was unable to inspect or investigate CZD completely owing to the position adopted by one or more authorities in the Hong Kong Special Administrative Region (“HKSAR”).

The Company understands that PCAOB’s Hong Kong Determination identifying CZD has mainly contributed to GVBT’s being included in the HFCAA Conclusive List on May 20, 2022. The Company is also aware of the risk that trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely our auditor for three consecutive years, or two consecutive years if the Accelerating Holding Foreign Companies Accountable Act is enacted.

The Company has been reaching out to audit firms in the US which do not fall within the PCAOB Determined List. However, the Company understands that these audit firms must go through a “client acceptance procedure” before they are able to accept engagement. The Company will disclose the developments regarding the engagement of US audit firms in subsequent quarterly reports and annual reports.

The Company’s controlling shareholder is Able Lead Holding Limited (holing 47.064 % of the Company’s issued shares). On January 17, 2022, because of a private sale transaction, all of the issued and outstanding shares of common stock of Able Lead Holdings Limited were transferred from Leung Kwong Tak Michael to Well Supreme International Limited (the “Purchaser”). The Purchaser is a company incorporated in the BVI and is beneficially owned by William CW Lam, CEO of the Company and Karen MK Ho (“Ms. Karen Ho”), with respective shareholding of 0.1% and 99.9% of all the issued shares of the Purchaser. Karen Ho is the wife of William CW Lam.

The Company confirms that William CW Lam and Ms. Karen Ho are both Hong Kong residents and neither of them is a member of the Chinese Communist Party (“CCP”) nor holds any position in the government of China and the government of the HKSAR.

Based on the aforementioned information, the Company is not owned or controlled by the government of China nor the government of the HKSAR or any of its governmental entities. The Company further confirms that the government of China and the government of the HKSAR do not have a controlling financial interest in the Company, nor do they own any financial interest in the Company.

The Company confirms that none of the Directors and Executive Officers as listed in Item 10 of the Form 10-K for the fiscal year ended December 31, 2021, are previous or existing members of the CCP, nor do they coincide with the names of any members of the CCP.

The Company further confirms that the Articles of the Company do not contain any charter of the CCP, including the text of any charter.

Risk on the Chinese government’s significant oversight and discretion over the conduct of business

Given the Chinese government’s significant oversight and discretion over the conduct of our business, there is risk that the Chinese government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities.

Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, there is risk that any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

The Chinese government has occasionally issued statements in relation to crack down on illegal activities in the securities market and promote the high-quality development of the capital market. These statements have the effects of strengthening cross-border oversight of law-enforcement. The Chinese government has also recently published new policies that significantly affected certain industries such as the education and internet industries, and the Company cannot rule out the possibility that it will, in the future, release regulations or policies regarding our industry that could adversely affect our business, financial condition and results of operations. We understand that uncertainties still exist, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future.

In the event that such permissions or approvals are required, or we inadvertently concluded that relevant permissions or approvals were not required, any action taken by the PRC government could hinder our operations and our ability and to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

PART II

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement for Forward-Looking Statements

This discussion and analysis of our financial condition and results of operations includes “forward-looking” statements that reflect our current views with respect to future events and financial performance. We use words such as “expect,” “anticipate,” “believe,” and “intend” and similar expressions to identify forward-looking statements. You should be aware that actual results may differ materially from our expressed expectations because of risks and uncertainties inherent in future events and you should not rely unduly on these forward-looking statements. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. Reference in the following discussion to “our”, “us” and “we” refer to the operations of Green Vision Biotechnology Corp. and its subsidiaries (“We”), except where the context otherwise indicates or requires.

The following discussion of our financial condition and results of operations should be read in conjunction with the audited financial statements and the notes to the audited financial statements included in this annual report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.

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 Years ended December 31, 2021 and 2020

Revenue was $145,099 for the year ended December 31, 2021 (“the FY2021”), increased by $58,449, or 67.5% from $86,650 for the year ended December 31, 2020 (“the Comparable Year”). The increase in revenue during the FY2021 as compared to the Comparable Year was due to the unit sale price was increasing and became much more expensive in the FY2021

Cost of sales was decreased by $19,045, or 20.4% from $93,218 in the Comparable Year to $74,173 in the FY2021. The decrease was due to change of operation in Shanxi Green Biotechnology Industry Company Limited of the following:

Gross profit was increased by $77,494, or 1179.9% from negative $6,568 in the Comparable Year to $70,926 in the FY2021. In terms of percentage of revenue, the gross profit percentage was increased to 48.9% for the FY2021 as compared to negative 7.6% for the Comparable Year. The increase of gross profit was primarily due to the significant rise in the unit sales price from $302 in the Comparable Year as compared to $499 in FY2021 while the unit cost decreased from around $324 to $255 per tons in the FY2021.

The unit selling price of products sold increased from $302 in the Comparable Year (FY2020) to $499 in FY2021. The increase in selling price was due to the change from self-production product, with lower selling price and lower profit margin, to purchased merchandise from outside supplier which has a significant higher selling price and higher profit margin.

The mix of products changes from 44.3% self-production and 55.7% on purchased merchandise in the Comparable Year to 100% purchased merchandise in FY2021.

The mix of products are as following:

Selling expenses were increased by $56,191, or 2038.9%, to $58,947 in the FY2021 from $2,756 in the Comparable Year. In terms of percentage of revenue, the rates were 40.6% in the FY2021 compared to 3.2% in the Comparable Year. The increase was primarily due to the increase of sales commission expenses to stimulate the sales activities, that was correlated to the change in product mix that resulted to the higher commission expenses which was an outcome of the shift from production to marketing oriented operation model adapted by the management. The commission expenses were increased by $56,687, or 2513.8%, to $58,942 in the FY2021 from $2,255 in the Comparable Year.

General and administrative expenses were increased by $17,831, or 3.5% to $533,258 in the FY2021 from $515,427 in the Comparable Year. The increase is primarily due to the increase of consulting fee, salary and payroll expenses, depreciation and amortization and others fees from $380,206 in the Comparable Year to $421,333 in the FY2021. Excluding these factors, there was a decrease of $23,296 for the Professional fee and travel and entertainment fees from $135,221 in the Comparable Year compared to $111,925 in the FY2021.

The following is a summary of general and administrative expenses for the years ended December 31, 2021, and 2020.

Consulting fees were increased by $3,144 or 14.7%, to $24,594 in the FY2021, from $21,450 in the Comparable Year. We have not received any consulting fees from Lutu and Lutu Group during the periods presented.

Our salary and payroll expenses were increased to $166,903 in the FY2021, as compared to $156,842 in the Comparable Year. 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 $13,094, or 11.6%, from $112,723 in the Comparable Year to $99,629 in the FY2021.

Travel and entertainment expenses were decreased by $10,202, or 45.3%, from $22,498 in the Comparable Year to $12,296 in the FY2021. The decrease of travel and entertainment expenses is primarily due to the reduction of project-based travelling and entertainment activities.

Depreciation and amortization expenses were increased by $9,483., or 5.9%, from $159,928 in the Comparable Year to $169,411 in the FY2021.

Other expenses include items such as office expenses, software related costs, impairment of property, plant and equipment, telephone and a variety of other miscellaneous expenses. The difference was $18,439, or 43.9% increased from $41,986 in the Comparable Year to $60,425 in the FY2021. None of these expenses alone changed significantly except property tax and land use tax, as the difference was $18,440 increase from $16,691 in the Comparable Year to $29,745 in the FY2021.

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 while we can resume our production activity in the future.

Our loss from operations was narrowed down by $3,472 or 0.7%, to negative $521,279 in the FY2021, from negative $524,751 in the Comparable Year.

Non-operating income decreased by $110,787, or 83.7% to $21,502 in the FY2021, from $132,289 in the Comparable Year, of which mainly due to the other income decrease by $119,503 from $166,289 in the Comparable Year to $46,786 in the FY2021, and due to the other expenses decreased $8,270 form negative $29,678 in the Comparable Year to negative $21,408 in the FY2021.

The net loss attributed to the Company further increased by $103,750, or 26.2% to negative $499,777 in the FY2021, as compare to negative $396,027 in the Comparable Year.

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 December 31, 2021, we had a working capital deficit of $10,808,875, as compared to a working capital deficit of $10,399,991 at December 31, 2020. Of the working capital deficit at December 31, 2021, $10,224,908 was amount due to related parties and shareholder. Excluding the amounts due to related parties and shareholder, we would have had a negative working capital of $583,967 at December 31, 2021. As comparison, for the working capital deficit at December 31, 2020, $9,873,574 was amount due to related parties and holding. Excluding the amounts due to related parties and holding company, we would have had a negative working capital of $526,417 at December 31, 2020. The amounts due to related parties and shareholder are unsecured, interest free and repayable on demand.

Operating activities

During the year ended December 31, 2021, operating activities used cash in operations of $235,309, and for the comparable year ended December 31, 2020, operating activities used cash in operations of $85,605. The use of cash in operating activities for the year ended December 31, 2021 was mainly derived from a net loss of $499,777 with non-cash items of $169,411 ($144,457 plus $24,954) in depreciation and amortization and negative $21,111 in inventory provision reversal; moreover, there was an increased in cash of $21,111 in inventory; an increased in cash of $10,633 in tax payables; an increased in cash of $4,651 in accrued payroll; an increased in cash of $20,113 in accrued expenses, an increase in cash of $2,300 in other payables. and an increase in cash of $63,716 in amount due to related parties, which were offset by a decrease in cash of $7,953 in accounts payables. As comparison, The use of cash in operating activities for the year ended December 31, 2020 was mainly derived from a net loss of $392,462 with non-cash items of $155,660 ($132,323 plus $23,337) in depreciation and amortization, negative $51,668 in disposal gain of property, plant and equipment and negative $89,148 in inventory provision reversal; moreover, there was an increased in cash of $10,437 in accounts receivables; an increased in cash of $89,148 in inventory; an increased in cash of $92,533 in accrued expenses and an increase in cash of $96,885 in amount due to related parties, which were offset by a decrease in cash of $4,732 in other payables.

The reversal of provision for inventory were $21,111 in FY2021 and $89,148 in the Comparable Year, which represented to be the cost of the inventory which was previously been provided as the reserve for inventory shrinkage, but had been physically reused back in the production of products in the reporting year through self-production, sub-contacting or being sold for disposal of obsolete. The reversals amount were reflected back into cost of sales for the production of products through self-production and sub-contracting production, or in corresponding entries which reflected into the other income or negative expense while being sale for disposal of obsolete.

The provision of inventory balance were $51,652 as at December 31, 2021 as compared to $71,185 as at December 31, 2020.

Investing Activities

During the year ended December 31, 2021, investing activities provided cash of $Nil, and for the comparable year ended December 31, 2020, investing activities provided cash of $56,434 in proceeds from sale of property, plant and equipment.

Financing Activities

During the year ended December 31, 2021, continuing financing activities provided cash of 215,122; and for the comparable year ended December 31, 2020, continuing financing activities used cash of $4,477. The change in cash used by financing activities was derived from the changes in the amounts due to our shareholder.

During the year ended December 31, 2021, discontinued financing activities used cash of $Nil; and for the comparable year ended December 31, 2020, discontinued financing activities used cash of $3,565.

As at December 31, 2021, net cash and cash equivalents balance was $6,507 as compared to balance $26,734 as at December 31, 2020.

As of December 31, 2021, stockholder’s equity was negative $7,916,489, compared to a negative equity of negative $7,414,541 at December 31, 2020.

In the current operation, the source of fund was provided by loans from directors and shareholders. In the event the directors and shareholders do not continue to support the 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 China Subsidiary 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.

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.

Since 2018, the Company provided full amount of provision on inventory to reflect the financial condition and results of operations. While the estimated inventory provision was physically been used for production, a reversal in the provision will revert back into the cost of sales for the production of products through self-production and sub-contracting production, or reflect back to the other income/expense while being sale for disposal of obsolete. 

The reduction in production was further worsened in 2021 and as a result the Company changed the products mix to become 100% purchase merchandise from outside supplier instead of self-production or sub-contracting. The change provided the Company to have a flexibility to sell products with higher margin to customers via our marketing network, but in consequence with a higher commission expenses. The Company will continue to operate in this flexible marketing strategy in the short run until we can find a new business opportunity.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, the Company’s principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by the Annual Report on Form 10-K. Based on this evaluation, these officers have concluded that as of the end of the period covered by the Annual Report on Form 10-K, our disclosure controls and procedures were not effective and were inadequate to insure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act were recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting is supported by written policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Under the supervision of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 using the May 2013 updated criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission, or (“COSO”). The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this evaluation, the management found that:

In an effort to remedy these material weaknesses resulted to the ineffectiveness of internal control over financial reporting in the future, the Company intend to do the following:

Despite the material weakness reported above, our management believes that our consolidated financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Regulatory Statement

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. As a “Smaller Reporting Company” management’s report was not subject to attestation by the Company’s registered public accounting firm.

PART IV

Item 13. Exhibits and Financial Statement Schedules

See Index to Exhibits in paragraph (b) below.

The Exhibits are filed with or incorporated by reference in this report.

* Filed herewith

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Green Vision Biotechnology Corp. and Subsidiaries

Consolidated Financial Statements

As of December 31, 2021 and December 31, 2020 and

For the Years Ended December 31, 2021 and 2020

With Report of Independent Registered Public Accounting Firm

Index to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Green Vision Biotechnology Corp. and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2021 and 2020, and the consolidated results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated 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 consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Long Lived Assets Impairment

Description of Matter

As discussed in Note 2 to the consolidated financial statements, long-lived assets held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. Management carried out an impairment assessment on its long-lived assets, which include property, plant and equipment and intangible assets as the Company has suffered recurring losses from operations and has a net capital deficiency indicating possible impairment. The Company did not recognize any impairment loss after the impairment assessment for the year ended December 31, 2021.

Management made significant judgments when assessing the valuation and recoverability of long lived assets. As a result, a high degree of auditor judgment and effort was required in performing audit procedures to evaluate the reasonableness of management’s significant judgments and assumptions identified above. These judgements are sensitive to future events or economic conditions.

How We Addressed the Matter in Our Audit

Our audit procedures included the following:

/s/ Centurion ZD CPA& Co.

Centurion  i ZD CPA & Co.

(PCOAB ID  i 2769). 

We have served as the Company’s auditor since 2016.

 i Hong Kong, China          

March 31, 2022 

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

(F/K/A VIBE WIRELESS CORP.)

CONSOLIDATED BALANCE SHEETS

As at December 31, 2021 and 2020

(Stated in US Dollars)

The accompanying notes are an integral part of the financial statements

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

(F/K/A VIBE WIRELESS CORP.)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2021 and 2020

(Stated in US Dollars)

The accompanying notes are an integral part of the financial statements

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

(F/K/A VIBE WIRELESS CORP.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’DEFICIT AND COMPREHENSIVE INCOME

(Stated in US Dollars)

The accompanying notes are an integral part of the financial statements

GREEN VISION BIOTECHNOLOGY CORP. AND SUBSIDIARIES

(F/K/A VIBE WIRELESS CORP.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US Dollars)