10-Q - GPLB - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_______________________

FORM 10-Q

_______________________

(Mark One)

☒ Quarterly Report<br>Pursuant to Section 13 or 15(d) of the Securities Exchange Act<br>of 1934

For the quarterly period ended March 31, 2020

☐ Transition Report<br>Pursuant to Section 13 or 15(d) of the Securities Exchange Act<br>of 1934

For the transition period from___________ to ____________

Commission file number 000-52622

GREEN PLANET BIOENGINEERING CO., LTD.

(Exact Name of Registrant as Specified in its charter)

Delaware	37-1532842
(State or other<br>jurisdiction of incorporation or<br>organization)	(I.R.S.<br>Employer Identification<br>No.)
20807<br>Biscayne Blvd., Suite 203, Aventura,<br>Florida	33180
---	---
(Address of<br>principal executive offices)	(Zip<br>Code)

(786) 279-2900

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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). Yes ☒ No ☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large<br>accelerated filer	☐	Accelerated<br>filer	☐
Non-accelerated<br>filer	☐	Smaller<br>reporting company	☒

(Do not check if a smaller company)

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 ☒ No ☐

The number of shares of common stock outstanding as of May 13, 2020 was 20,006,402.

TABLE OF CONTENTS

PART<br>I FINANCIAL<br>INFORMATION		Page<br>Number
Item<br>1.	Financial<br>Statements	1
	Balance Sheets as<br>of March 31, 2020 (Unaudited) and December 31, 2019	1
	Statements of<br>Operations for the Three Months Ended March 31, 2020 and 2019<br>(Unaudited)	2
	Statements of<br>Stockholders’ Deficit for the Three Months Ended March 31,<br>2020 and 2019 (Unaudited)	3
	Statements of Cash<br>Flows for the Three Months Ended March 31, 2020 and<br>2019 (Unaudited)	4
	Notes to the<br>Financial Statements	5
Item<br>2.	Management’s<br>Discussion and Analysis of Financial Condition and Results of<br>Operations	7
Item<br>3.	Quantitative and<br>Qualitative Disclosures about Market<br>Risk	8
Item<br>4.	Controls and<br>Procedures	8
PART<br>II OTHER<br>INFORMATION
Item 1.	Legal<br>Proceedings	9
Item 2.	Unregistered Sales<br>of Equity Securities and Use of Proceeds	9
Item 3.	Defaults upon<br>Senior Securities	9
Item 4.	Reserved	9
Item 5.	Other<br>Information	9
Item 6.	Exhibits	9
SIGNATURES		10

INTERIM FINANCIAL STATEMENTS

The unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions under Regulation S-X of the Securities and Exchange Commission (“SEC”) Form 10-Q. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2019.

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position as of the period reporting date, and the results of its operations and cash flows for the fiscal period end. The results of operations for the fiscal period end are not necessarily indicative of the results to be expected for future quarters or the full fiscal year.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. These statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes,” “may,” “will,” “should,” “could,” “plans,” “estimates,” and similar language or negative of such terms. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals. Actual events or results may differ materially. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.

PART I

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Green Planet Bioengineering Co., Ltd.

Condensed Balance Sheets

	December<br>31,
	2019

ASSETS
Current<br>assets
Cash<br>and cash equivalents	$-
TOTAL CURRENT ASSETS	$-
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
LIABILITIES
Current<br>liabilities
Accounts<br>payable	$214
Accrued<br>liabilities	-
Amount<br>due to a related party	282,645
TOTAL CURRENT LIABILITIES	282,859
Commitments and Contingencies (see note<br>7)	-
STOCKHOLDERS’ (DEFICIT)
Preferred<br>stock : par value of 0.001 per share,
Authorized:<br>10,000,000 shares at March 31, 2020 and December 31,<br>2019
Issued<br>and outstanding : 0 shares at March 31, 2020 and December 31,<br>2019	-
Common<br>stock : par value 0.001 per share
Authorized<br>: 250,000,000 shares at March 31, 2020 and December 31,<br>2019
Issued<br>and outstanding : 20,006,402 shares at March 31, 2020 and December<br>31, 2019	20,006
Additional<br>paid-in capital	609,614
Accumulated<br>(deficit)	$(912,479)
TOTAL STOCKHOLDERS’ (DEFICIT)	$(282,859)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$-

All values are in US Dollars.

See Notes to the Unaudited Condensed Financial Statements

Green Planet Bioengineering Co., Ltd.

Condensed Statements of Operations

(Unaudited)

	Three<br>months ended March 31,
	2020	2019
Administrative<br>expenses	$(14,340)	$(8,119)
Loss<br>before income taxes	(14,340)	(8,119)
Provision<br>for income taxes	-	-
Net<br>loss	$(14,340)	$(8,119)
Earnings<br>per share
-<br>Basic and diluted	$(0)*	$(0)*
Weighted<br>average number of shares outstanding:
-<br>Basic and diluted	20,006,402	20,006,402

* Less than $.01, per share

See Notes to the Unaudited Condensed Financial Statements

Green Planet Bioengineering Co., Ltd

Condensed Statements of Changes in Stockholders’ Deficit

For the Three Months Ended March 31, 2020 and 2019

(Unaudited)

	Preferred<br>Stock		Common<br>Stock
	Number<br>of Shares	Amount	Number<br>of Shares	Amount	Additional<br>paid-in capital	Accumulated<br>deficit	Total
Balance,<br>December 31, 2018	-	$-	20,006,402	$20,006	$609,614	$(887,121)	$(257,501)
Net<br>loss	-	-	-	-	-	(8,119)	(8,119)
Balance,<br>March 31, 2019 (Unaudited)	-	$-	20,006,402	$20,006	$609,614	$(895,240)	$(265,260)
Balance,<br>December 31, 2019	-	$-	20,006,402	$20,006	$609,614	$(912,479)	$(282,859)
Net<br>loss	-	-	-	-	-	$(14,340)	$(14,340)
Balance,<br>March 31, 2020 (Unaudited)	-	$-	20,006,402	$20,006	$609,614	$(926,819)	$(297,199)

See Notes to the Unaudited Condensed Financial Statements

Green Planet Bioengineering Co., Ltd.

Condensed Statements of Cash Flows

(Unaudited)

	Three months ended March 31,
	2020	2019
Cash flows from operating activities
Net<br>loss	$(14,340)	$(8,119)
Changes<br>in operating assets and liabilities:
Accounts<br>payables	(214)	-
Accrued<br>liabilities	-	(3,250)
Net<br>cash flows used in operating activities	(14,554)	(11,369)
Cash flows from investing activities	-	-
Cash flows from financing activities
Amount<br>due to a related company	14,554	11,369
Cash<br>flows from financing activities	14,554	11,369
Net<br>decrease in cash and cash equivalents	-	-
Cash and cash equivalents - beginning of<br>period	-	-
Cash<br>and cash equivalents - end of period	$-	$-
Supplemental<br>disclosures for cash flow information:
Cash<br>paid for interest	$-	$-
Cash<br>paid for income taxes	$-	$-

See Notes to the Unaudited Condensed Financial Statements

Green Planet Bioengineering Co., Ltd

Notes to the Condensed Financial Statements

(Unaudited)

1. General Information

Mondo Acquisition II, Inc. was incorporated in the State of Delaware on October 30, 2006 and the name was changed to Green Planet Bioengineering Co., Ltd. (“Company”) on October 2, 2008. In October 2008, the Company acquired Elevated Throne Overseas Ltd, incorporated in British Virgin Islands, and its subsidiaries which was subsequently divested to One Bio, Corp (“ONE”) on April 14, 2010.

In March 2012, the Company became a subsidiary of Global Fund Holdings Corp. (“Global Funds”) an Ontario, Canada Corporation.

The Company operates as a public reorganized shell corporation with the purpose to acquire or merge with an existing business operation. The Company's activities are subject to significant risks and uncertainties, as their ability to implement and execute future business plans and generate sufficient business revenue is directly influenced by their ability to secure adequate financing or find profitable business opportunities.

2. Summary of significant accounting policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10- Q of Regulation S-K. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission. The unaudited interim consolidated financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal and recurring adjustments have been made. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020.

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses for the years reported. Actual results could differ from those estimates. Significant items that require estimates were accruals of liabilities.

Cash and cash equivalents

Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less to be cash equivalents. Balances of cash and cash equivalents in financial institutions may at times exceed the government-insured limits.

Earnings per share

Earnings per share is reported in accordance with FASB ASC Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings, for all entities with complex capital structures. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted EPS is not provided, when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share.

Fair Value Measurements

FASB ASC Topic 820, “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements. Investment measured and reported at fair value are classified and disclosed in one of the following hierarchy:

Level 1

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

Level 2

Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.

Level 3

Pricing inputs are unobservable for the investment and included situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation.

Summary of Significant Accounting Policies – continued

Recent Changes in Accounting Standards

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The standard will modify the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. ASU No. 2018-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. Early adoption is permitted upon issuance of this ASU. The Company is permitted to early adopt any removed or modified disclosures upon issuance of this ASU and delay adoption of the additional disclosures until their effective date. The adoption of this ASU did not have a material impact on the Company’s condensed financial statements.

In June 2018, the FASB issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including the interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The adoption of this ASU did not have a material impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Reclassifications

Certain accounts in the 2020 condensed financial statements have been reclassified to conform with current financial statements presentation.

Going Concern

The financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently a public reorganized shell corporation and has no current business activity. The Company’s ability to continue as a going concern is dependent on continued support from Global Funds, the majority stockholder. This gives rise to substantial doubt about the Company’s ability to continue as a going concern.

Amount Due to a Related Company

The Company relies on a related company to advance funds to finance its operating expenses. The amounts advanced of $297,199 are interest-free, unsecured and are repayable upon demand.

Preferred stock / Common stock

Series A Preferred stock

The Company is authorized under its Articles of Incorporation to issue 10,000,000 shares of Series A preferred stock with a par value of $0.001 per share. Each share of the Company’s preferred stock provides the holder with the right to vote 1,000 votes on all matters submitted to a vote of the stockholders of the Company and is convertible into 1,000 shares of the Company’s common stock. The preferred stock is non-participating and carries no dividend.

The Company does not have any issued shares of the preferred stock as of March 31, 2020 and December 31, 2019.

Common stock

The Company is authorized to issue 250,000,000 shares of common stock with a par value of $0.001 per share. During the three months ended March 31, 2020, the Company did not issue any shares of common stock or warrants.

6. Stock-based compensation

There was no non-cash stock-based compensation recognized for the three months ended March 31, 2020 and 2019.

Commitments and Contingencies

The Company’s operation has not been materially and adversely impacted by the Covid-19 pandemic. The Company is located in Florida which is subject to a “stay at home” order effective April 3, 2020. While the Company is able to continue operations as a public reorganized shell corporation with the purpose to acquire or merge with an existing business operation that can operate with some of the staff working from home and minimal staff at the office as long as they maintain social distancing. Until this stay at home order is lifted the Company will continue to follow social distancing order. The Company is unable to predict the impact of the Covid-19 pandemic at this time.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General Overview

The Company operates as a public reorganized corporation with the business purpose to acquire or merge with an existing business operation.

Results of Operations and Financial Condition for the three months ended March 31, 2020, as compared to the three months ended March 31, 2019

The Company had no active business operations for the periods ended March 31, 2020 and March 31, 2019. Expenses consist of accounting and filing fees.

Liquidity and capital resources

The Company had no active business operations for the three months ended March 31, 2020 and 2019. Accordingly, all the Company’s cash flow needs were provided by a related company.

Risk factors

The Company’s critical accounting policies are still being applied despite the fact that the Company has no ongoing business operations.

Significant Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Critical Accounting Policies

We prepare our financial statements in conformity with generally accepted accounting principles in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon historical experience, current trends and other factors. These estimates, judgments and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the periods presented. Actual results could be different than those estimates.

Off-Balance Sheet Arrangements

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 is material to investors.

Market Risks

There has been no material change in market risks since our last Annual Report on Form 10-K for the year ended December 31, 2019.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the fiscal period end, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

RESERVED

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS

31 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized this 13th day of May, 2020.

	GREEN PLANET<br>BIOENGINEERING CO., LTD.
Date: May 13,<br>2020	By:	/s/ Jordan Weingarten
		Jordan Weingarten
		President<br>(Principal Executive Officer<br><br><br>and<br>Principal Financial and Accounting<br><br>Officer) and<br>Director

gplb_ex31

Exhibit 31

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Jordan Weingarten, certify that:

I have reviewed this quarterly report on Form 10-Q of Green Planet Bioengineering Co., Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed<br>such disclosure controls and procedures, or caused such disclosure<br>controls and procedures to be designed under my supervision, to<br>ensure that material information relating to the registrant,<br>including its consolidated subsidiaries, is made known to us by<br>others within those entities, particularly during the period in<br>which this quarterly report is being prepared;
b)	designed<br>such internal control over financial reporting, or caused such<br>internal control over financial reporting to be designed under my<br>supervision, to provide reasonable assurance regarding the<br>reliability of financial reporting and the preparation of financial<br>statements for external purposes in accordance with generally<br>accepted accounting principles;
---	---
c)	evaluated<br>the effectiveness of the registrant’s disclosure controls and<br>procedures and presented in this report my conclusions about the<br>effectiveness of the disclosure controls and procedures and<br>evaluated the effectiveness of our internal control over financial<br>reporting, and presented in this report my conclusions about the<br>effectiveness of our internal control over financial reporting, as<br>of the end of the period covered by this report based on such<br>evaluation;
---	---
d)	disclosed<br>in this report any change in the registrant’s internal<br>control over financial reporting that occurred during the<br>registrant’s most recent fiscal quarter that has materially<br>affected, or is reasonably likely to materially affect, the<br>registrant’s internal control over financial<br>reporting;
---	---

5. I have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all<br>significant deficiencies and material weaknesses in the design or<br>operation of internal controls over financial reporting which are<br>reasonably likely to adversely affect the registrant’s<br>ability to record, process, summarize and report financial<br>information and have identified for the registrant’s auditors<br>any material weaknesses in internal controls; and
b)	any<br>fraud, whether or not material, that involves management or other<br>employees who have a significant role in the registrant’s<br>internal controls over financial reporting.
---	---
Date: May 13,<br>2020	By:	/s/ Jordan Weingarten
---	---	---
		Jordan Weingarten
		President and Cheif<br>Financial Officer<br><br><br>(Principal<br>Executive Officer and<br><br><br>Principal<br>Financial Officer)

gplb_ex32

Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Green Planet Bioengineering Co. Limited (the “Company”) on Form 10-Q for the period ended March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mr. Jordan Weingarten, President and CFO of the Company, certify, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition andresults of operations of the Company.

Date: May 13,<br>2020	By:	/s/ Jordan Weingarten
		Jordan Weingarten
		President and Cheif<br>Financial Officer<br><br><br>(Principal<br>Executive Officer and<br><br><br>Principal Financial<br>Officer)