**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**


**** (Mark
      One)





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





**For
      the quarterly period ended September 30, 2008**





 ̈
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT





For
      the
      transition period from ________________ to _______________





**000-52622**


(Commission
      file number)





**GREEN
      PLANET BIOENGINNERING CO., LIMITED**


(Exact
      name of registrant as specified in its charter)





**Delaware**
            **37-1532842**(State or other jurisdiction of incorporation or organization)
            (IRS Employer Identification No.)





**18851
      NE 29** **th** **Avenue, Suite 700, Aventura, Florida 33180**





(Address
      of principal executive offices)





**1(
      877) 544-2288 or (601) 786 9171**


(Issuer's
      telephone number)





**N/A**


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





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act 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.  Yes x No  ̈





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





Large
      accelerated filer  ̈ Accelerated
      filer  ̈


Non-accelerated
      filer  ̈ (Do
      not
      check if a smaller reporting company)    Smaller reporting
      company x





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





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: As of November 10, 2008, 15,191,667 shares
      of
      common stock were issued and outstanding.







**GREEN
      PLANET BIOENGINEERING CO. LIMITED**


**Index**


Page
                Number**PART
                  I.**
              **FINANCIAL
                  INFORMATION**Item
                  1.
              Financial
                  StatementsCondensed 
                  Balance Sheet as of September 30, 2008 (unaudited) and December
                  31, 2007
              F-1Condensed  Statements
                  of Operations for the three and nine months Ended September 30,
                  2008 and
                  2007, and From October 30, 2006 (Date of Inception) through September
                  30,
                  2008 (unaudited)
              F-2Condensed 
                  Statements of Cash Flows for the nine months Ended September 30,
                  2008 and
                  2007, and From October 30, 2006 (Date of Inception) through September
                  30,
                  2008 (unaudited)
              F-3Notes
                  to Condensed Financial Statements (unaudited)
              F-4-
                  F-9Item
                  2.
              Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              3Item
                  3.
              Quantitative
                  and Qualitative Disclosures about Market Risk
              6Item
                  4T.
              Controls
                  and Procedures
              6**PART
                  II.**
              **OTHER
                  INFORMATION**
              7Item
                  1.
              Legal
                  Proceedings
              7Item1A.
              Risk
                  Factors
              7Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              7Item
                  3.
              Defaults
                  Upon Senior Securities
              7Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              7Item
                  5.
              Other
                  Information
              7Item
                  6.
              Exhibits
              7SIGNATURES
              8





2




Item
      1.


**GREEN
          PLANET BIOENGINEERING CO., LIMITED**
 **(f/k/a
          Mondo acquisition II, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
          BALANCE SHEET**
 **AS
          OF SEPTEMBER 30, 2008**
  September 30,
                  2008
                  (unaudited)
                
                December 31,
                  2007ASSETSCurrent
                    Assets:Cash
                    and cash equivalents
                
                $
                6,138
                
                $
                16,999Total
                    Assets
                
                $
                6,138
                
                $
                16,999LIABILITIES
                    AND STOCKHOLDERS' EQUITYCurrent
                    Liabilities:Accrued
                    expenses related to incorporation
                
                $
                1,493
                
                $
                1,493Accounts
                    payable
                
                
                1,296
                
                
                1,296Total
                    Current Liabilities
                
                
                2,789
                
                
                2,789Long
                    Term Liabilities:
                
                
                -
                
                
                -Total
                    Liabilities
                
                
                2,789
                
                
                2,789Commitments
                    and ContingenciesStockholders’
                    Equity:Preferred
                    stock, par value $0.001; 10,000,000 shares authorized, no issued
                    and
                    outstanding as ofSeptember
                    30, 2008 and December 31, 2007, respectively
                
                
                -
                
                
                -Common
                    stock, $0.001 par value; 40,000,000 authorized; 1,000,000 issued
                    and
                    outstanding as ofSeptember
                    30, 2008 and  December 31, 2007, respectively
                
                
                1,000
                
                
                1,000Additional
                    paid in capital
                
                
                6,500
                
                
                16,500Accumulated
                    deficit during development stage
                
                
                (4,151
                )
                
                (3,290
                )Total
                    Stockholders' Equity
                
                
                3,349
                
                
                14,210Total
                    Liabilities and Stockholders' Equity
                
                $
                6,138
                
                $
                16,999
 
 See
          the
          accompanying footnotes to unaudited condensed financial
          statements
  F-1
 
 **GREEN
          PLANET BIOENGINEERING CO., LIMITED**
 **(f/k/a
          Mondo acquisition II, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
          STATEMENT OF OPERATIONS**
 **FOR
          THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND
          2007**
 **FROM
          OCTOBER 30, 2006 (DATE OF INCEPTION) TO SEPTEMBER 30, 2008**
 **(UNAUDITED)**
 **For the**
                    **Period**
                    **From**
                    **October**
                    **30, 2006**
                    **(Date of****For the Three Months**
                    **Ended**
                  
                  **For the Nine Months**
                    **Ended**
                  
                  **Inception)**
                    **to****September 30,**
                  
                  **September 30,**
                  
                  **September 30,****2008**
                  
                  **2007**
                  
                  **2008**
                  
                  **2007**
                  
                  **2008**Operating
                      Expenses:Selling,
                      general and administrative expenses
                  
                  $
                  361
                  
                  $
                  1,296
                  
                  $
                  861
                  
                  $
                  1,296
                  
                  $
                  4,151Net
                      Loss
                  
                  $
                  (361
                  )
                  $
                  (1,296
                  )
                  $
                  (861
                  )
                  $
                  (1,296
                  )
                  $
                  (4,151
                  )Net
                      loss per common share (basic and diluted)
                  
                  $
                  (0.000
                  )
                  $
                  (0.001
                  )
                  $
                  (0.000
                  )
                  $
                  (0.001
                  )
                  $
                  (0.004
                  )Weighted
                      average number of shares outstanding (basic and diluted)
                  
                  
                  1,000,000
                  
                  
                  1,000,000
                  
                  
                  1,000,000
                  
                  
                  1,000,000
                  
                  
                  1,000,000
  See
          the
          accompanying footnotes to unaudited condensed financial statements
  F-2
 
 **GREEN
          PLANET BIOENGINEERING CO., LIMITED**
 **(f/k/a
          Mondo acquisition II, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
          STATEMENT OF CASH FLOWS**
 **FOR
          THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007**
 **FROM
          OCTOBER 30, 2006 (DATE OF INCEPTION) TO SEPTEMBER 30, 2008**
 **(UNAUDITED)**
  **For the Nine**
                  **Months**
                  **Ended**
                  **September**
                  **30, 2008**
                
                **For the Nine**
                  **Months**
                  **Ended**
                  **September**
                  **30, 2007**
                
                **For the**
                  **Period From**
                  **October 30,**
                  **2006 (Date**
                  **of Inception)**
                  **to September**
                  **30,** **2008**Cash
                    Flow from Operating Activities:Net
                    loss
                
                $
                (861
                )
                $
                (1,296
                )
                $
                (4,151
                )Adjustments
                    to reconcile net loss to net cash used in operating
                    activities:Changes
                    in operating assets and liabilities:Accounts
                    payable and accrued expenses
                
                
                -
                
                
                1,296
                
                
                2,789Net
                    Cash Used in Operating Activities
                
                
                (861
                )
                
                -
                
                
                (1,362
                )Cash
                    Flow from Investing Activities:
                
                
                -
                
                
                -
                
                
                -Cash
                    Flow Financing Activities:Cash
                  Used in
                  Stockholders’ distribution
                
                
                (10,000
                )
                
                -
                
                
                (10,000
                )Proceeds
                    from issuance of common stock to founders
                
                
                -
                
                
                -
                
                
                17,500Net
                    Cash Provided (Used) By Financing Activities:
                
                
                (10,000
                )
                
                -
                
                
                7,500Net
                    (Decrease) Increase in Cash and Cash Equivalents
                
                
                (10,861
                )
                
                -
                
                
                6,138Cash
                    and Cash Equivalents at beginning of period
                
                
                16,999
                
                
                17,500
                
                
                -Cash
                    and Cash Equivalents at end of period
                
                $
                6,138
                
                $
                17,500
                
                $
                6,138
 
 See
          the
          accompanying footnotes to unaudited condensed financial
          statements
  F-3
 
 **GREEN
          PLANET BIOENGINEERING CO., LIMITED**
 **(f/k/a
          Mondo acquisition II, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO CONDENSED FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2008**
 **(unaudited)**
 
 **NOTE
          1 -**  **ORGANIZATION
          AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:**
  ***(a)***
                ***Organization
                    and Business:***
 
 Green
          Planet Bioengineering Co., Limited (f/k/a Mondo Acquisition II, Inc. (the
          “Company”)), a wholly owned subsidiary of Mondo Management Corp., was
          incorporated in the state of Delaware on October 30, 2006 for the purpose
          of
          raising capital that is intended to be used in connection with its business
          plans which may include a possible merger, acquisition or other business
          combination with an operating business. On October 2, 2008, the Company
          changed
          its name to Green Planet Bioengineering Co. Limited. On October 24, 2008,
          (“Closing Date”), Green Planet Bioengineering Co. Limited executed and
          consummated a Share Exchange Agreement (the “Closing”) by and among (i) Elevated
          Throne Overseas Ltd., a British Virgin Islands limited liability company;
          (ii)
          the stockholders of 100% of Elevated Throne Overseas Ltd.’s common stock (the
“Elevated Throne Overseas Ltd., Shareholders ”);
          and
          (iii) Green Planet Bioengineering Co. Limited ’s then-controlling stockholder,
          Cris Neely.
 
 At
          closing, the Company acquired control of Elevated Throne Overseas Ltd.,
          which is
          the parent company of FuJian Green Planet Bioengineering Co., LTD **.** ,
          a
          wholly foreign-owned enterprise (“WFOE”) organized under the laws of the
          People’s Republic of China (“PRC”), by issuing to the Elevated Throne Overseas
          Ltd.’s Shareholders 14,141,667 shares of the Company’s Common Stock in exchange
          for all of the outstanding capital stock of Elevated Throne Overseas Ltd.
          (the
“Reverse Merger Transaction”). Immediately after the Closing, we had a total of
          15,141,667 shares of common stock outstanding, with the Elevated Throne
          Overseas
          Ltd.’s Shareholders (and their assignees) owning approximately 93.40% of our
          outstanding common stock, and the balance held by those who held the Company’s
          common stock prior to the Closing.
 
 Elevated
          Throne Overseas Ltd. owns 100% of FuJian Green Planet Bioengineering Co.,
          LTD.,
          which is a WFOE under the laws of the PRC. WFOE has entered into a series
          of
          contractual arrangements with Sanming Huajian Bio-Engineering Co., Ltd.,
          a
          limited liability company headquartered in, and organized under the laws
          of, the
          PRC.
 
 As
          a
          result of the Reverse Merger Transaction, we acquired 100% of the capital
          stock
          of Elevated Throne Overseas Ltd. and consequently, control of the business
          and
          operations of Elevated Throne Overseas Ltd., Fujian Green Planet Bioengineering
          Co., Ltd., and Sanming Huajian Bio-Engineering Co., Ltd. Prior to the Reverse
          Merger Transaction, we were a public reporting blind pool company in the
          development stage. From and after the Closing Date of the Share Exchange
          Agreement, our primary operations consist of the business and operations
          of
          Sanming Huajian Bio-Engineering Co., Ltd.. Sanming’s business is conducted in
          China.
 
 Elevated
          Throne Overseas Ltd. (“Elevated Throne”) was incorporated under the laws of the
          British Virgin Islands on May 8, 2008, and Elevated Throne Overseas Ltd.
          formed FuJian
          Green Planet Bioengineering Co., Ltd. as a
          wholly foreign-owned enterprise under the laws of the PRC on July 25,
          2008.
  Sanming
          Huajian Bio-Engineering Co., Ltd. was organized under the laws of the PRC
          in
          April of 2004 under the name Sanming Zhonjian Biological Technology Industry
          Co., Ltd.
 
 Under
          the
          laws of the PRC, certain restrictions are placed on round
          trip investments, which are defined under PRC law as an acquisition of a
          PRC entity by an offshore special purpose vehicle owned by one or more
          PRC
          residents. As a result, FuJian
          Green Planet Bioengineering Co., LTD. entered
          into a series of agreements with Sanming Huajian Bio-Engineering Co., Ltd.,
          which we believe give us effective control over the business of Sanming
          Huajian
          Bio-Engineering Co., Ltd. These agreements are described below in the section
          entitled “Contractual Agreements with Sanming Huajian Bio-Engineering Co.,
          Ltd.”
  **Contractual
          Agreements with Sanming Huajian Bio-Engineering Co., Ltd.**
 
 Prior
          to
          the reverse merger, Elevated Throne Overseas’ business was conducted through
          Sanming Huajian Bio-Engineering Co., Ltd., its largest shareholders being
          Mr.
          Min Zhao and Ms. Min Yan Zheng with a 35.07% and 35.97% interest respectively.
          Sanming Huajian Bio-Engineering Co., Ltd. has the licenses and approvals
          necessary to operate its business in the PRC.
  F-4
 
 PRC
          law
          places certain restrictions on roundtrip investments through the
          acquisition of a PRC entity by PRC residents. To comply with these restrictions,
          in conjunction with the reverse acquisition, we (via our wholly-owned
          subsidiary, FuJian
          Green Planet Bioengineering Co., Ltd.) entered
          into and consummated certain contractual arrangements with Sanming Huajian
          Bio-Engineering Co., Ltd. and their respective stockholders pursuant to
          which we
          provide these companies with technology consulting and management services.
          Through these contractual arrangements, we have the ability to substantially
          influence these companies’ daily operations and financial affairs, appoint their
          senior executives and approve all matters requiring stockholder approval.
          As a
          result of these contractual arrangements, which enable us to control Sanming
          Huajian Bio-Engineering Co., Ltd. and operate our business in the PRC through
          Sanming Huajian Bio-Engineering Co., Ltd., we are considered the primary
          beneficiary of Sanming Huajian Bio-Engineering Co., Ltd. Accordingly, beginning
          after the Closing the Company will consolidate the results, assets and
          liabilities of the Sanming Huajian Bio-Engineering Co., Ltd. in our financial
          statements.
 
 On
          July
          25, 2008, we entered into the following contractual arrangements, each
          of which
          is enforceable and valid in accordance with the laws of the PRC:
  *Entrusted
          Management Agreement* .
           Pursuant to this entrusted management agreement among Fujian Green Planet
          Bioengineering Co., Ltd., Sanming Huajian, and the Sanming Huajian Shareholders
          (the "Entrusted Management Agreement"), Sanming Huajian and its shareholders
          agreed to entrust the business operations of Sanming Huajian and its management
          to Fujian Green Planet Bioengineering Co., Ltd. until Fujian Green Planet
          Bioengineering Co., Ltd. acquires all of the assets or equity of Sanming
          Huajian
          (as more fully described in the Exclusive Option Agreement below). Prior
          to the
          occurrence of such event, Sanming Huajian will only own those certain assets
          that are not sold to Fujian Green Planet Bioengineering Co., Ltd. The Company
          anticipates that Sanming Huajian will continue to be the contracting party
          under
          its customer contracts, banks loans and certain other assets until such
          time as
          those may be transferred to Fujian Green Planet Bioengineering Co., Ltd.
          Under
          the Entrusted Management Agreement, Fujian Green Planet Bioengineering
          Co., Ltd.
          will manage Sanming Huajian‘s operations and assets, and control all of Sanming
          Huajian’s cash flow through an entrusted bank account. In turn, it will be
          entitled to any of Sanming Huajian’s net profits as a management fee, and will
          be obligated to pay all Sanming Huajian payables and loan payments. The
          Entrusted Management Agreement will remain in effect until the acquisition
          of
          all assets or equity of Sanming Huajian by Fujian Green Planet Bioengineering
          Co., Ltd. is completed.
 
 *Exclusive
          Purchase Option Agreement.* Under the exclusive option agreement among Fujian Green Planet
          Bioengineering Co., Ltd. and the Sanming Huajian Shareholders, the Sanming
          Huajian Shareholders granted Fujian Green Planet Bioengineering Co., Ltd.
          an
          irrevocable and exclusive purchase option to acquire Sanming Huajian’s equity
          and/or remaining assets, but only to the extent that such purchase does
          not
          violate limitations imposed by PRC law. Current PRC law does not specifically
          provide for a non-PRC entity's equity to be used as consideration for the
          purchase of a PRC entity's assets or equity. The option is exercisable
          when PRC
          law specifically allows foreign equity to be used as consideration to acquire
          a
          PRC entity's equity interests and/or assets, and when the Company has sufficient
          funds to purchase Sanming Huajian’s equity or remaining assets. The
          consideration for the exercise of the option is the shares of Common Stock
          received by the Sanming Huajian’s Shareholders under the Share Exchange
          Agreement.
 
 *Share
          Pledge Agreement.* Under
          this share pledge agreement among Fujian Green Planet Bioengineering Co.,
          Ltd.
          and the Sanming Huajian Shareholders (the "Share Pledge Agreement"), the
          Sanming
          Huajian Shareholders pledged all of their equity interests in Sanming Huajian,
          including the proceeds thereof, to guarantee all of Fujian Green Planet
          Bioengineering Co., Ltd.’s rights and benefits under the Restructuring
          Agreements. Prior to termination of this Share Pledge Agreement, the pledged
          equity interests cannot be transferred without Fujian Green Planet
          Bioengineering Co., Ltd.’s prior consent.
 
 ***Completion
          of the PRC Restructuring***
 
 The
          PRC
          restructuring transaction closed on October 24, 2008. However, Fujian Green
          Planet Bioengineering Co., Ltd. is required under the agreements to complete
          additional post-closing steps in order to maintain its good standing under
          PRC
          law. These steps include Fujian Green Planet Bioengineering Co., Ltd. making
          required regulatory filings and giving proof to regulatory authorities
          that it
          has received the required portion of its registered capital as of the deadline
          required under PRC law. Specifically, Fujian Green Planet Bioengineering
          Co.,
          Ltd. must receive 15% of its total registered capital of $2.0MM by 3 months
          of
          effectiveness of business license, and the remaining $1.7MM by two years
          from
          effectiveness of business license, in order to maintain the validity of
          its
          business license and its certificate of approval to exist as a wholly
          foreign-owned entity in the PRC issued by the Fujian Provincial Municipal
          Government and the Sanming Administration for Industry and Commerce,
          respectively. This license and approval would become invalid and be immediately
          cancelled if Fujian Green Planet Bioengineering Co., Ltd. were to fail
          to make
          timely payment of its registered capital, in which case we could cease
          to have
          any claim to control Sanming Huajian Bio-Engineering Co., Ltd. under PRC
          law. We
          have filed an extension with the regulatory authorities and the payment
          of the
          registered capital is due in full by January 17, 2009. We anticipate that
          all
          required post-closing steps, including the payment and verification of
          the full
          payment of Fujian Green Planet Bioengineering Co., Ltd.’s registered capital,
          will be completed by January 17, 2009 **.**
 
 Upon
          consummation of the PRC Restructuring Agreements above, the contributions
          of
          Sanming Huajian Bio-Engineering Co., Ltd.’s registered capital, and therefore
          the ownership of Sanming Huajian Bio-Engineering Co., Ltd., took the current
          form, which is represented in the table below:
  F-5
 
 **Name of Shareholder**
                
                **Amount of Contribution**
                  **(RMB)
                    ‘000**
                
                **Percent of Capital**
                  **Contribution**Min
                    Zhao
                
                
                1332.82
                
                
                35.07
                %Min
                    Yan Zhen
                
                
                1366.86
                
                
                35.97
                %Jiangle
                    Jianlong Mineral industry Co.
                
                
                1100.32
                
                
                28.96
                %Total
                
                
                RMB
                    3800.00
                
                
                100
                %
 
 **Subsidiaries**
 
 As
          a
          result of the Reverse Merger Transaction, Elevated Throne Overseas Ltd.
          and FuJian
          Green Planet Bioengineering Co., Ltd. are the
          Company’s wholly-owned subsidiaries. Sanming Huajian Bio-Engineering Co., Ltd.,
          the entity through which the Company operates its business, has no
          subsidiaries.
 
 **Sanming
          Huajian Bio-Engineering Co., Ltd’s Organization History**
 
 Sanming
          Huajian Bio-Engineering Co., Ltd was originally incorporated in April 2004
          in
          the People’s Republic of China as Sanming Zhongjian Biological Technology
          Industry Co., Ltd. On August 17, 2004, the company changed its name from
          Sanming
          Zhongjian Biological Technology Industry Co., Ltd. to Sanming Huajian
          Bio-Engineering Co., Ltd. Sanming Huajian Bio-Engineering Co., Ltd is a
          research
          and development company with a focus on improving human health through
          the
          development, manufacture and commercialization of bio-ecological products
          and
          over-the-counter products utilizing the extractions of tobacco leaves.
          Since
          2007, Sanming Huajian Bio Engineering Co., Ltd has developed a variety
          of
          natural organic products using tobacco leaves.
 
 ***(b)***
                ***Development
                    Stage Company:***
  The
          Company is currently a development stage company under the provisions of
          Statement of Financial Accounting Standards (“SFAS”) No. 7. All activities of
          the Company to date relate to its organization, initial funding and share
          issuances.
  As
          of
          September 30, 2008 and since the Company had not consummated the reverse
          merger
          transaction as of that date, the Company had not begun principal operations,
          and
          as is common with a development stage company, the Company has had recurring
          losses during its development stage. The Company’s financial statements are
          prepared using generally accepted accounting principles applicable to a
          going
          concern which contemplates the realization of assets and liquidation of
          liabilities in the normal course of business. However, the Company does
          not have
          significant cash or other material assets, nor does it have an established
          source of revenues sufficient to cover its operating costs and to allow
          it to
          continue as a going concern. In the interim, shareholders of the Company
          have
          committed to meeting its minimal operating expenses.
  ***(c)***
                ***Use
                    of Estimates:***
  The
          preparation of financial statements in conformity with accounting principles
          generally accepted in the United States requires management to make estimates
          and assumptions that affect the amounts of assets and liabilities and disclosure
          of contingent assets and liabilities at the date of the balance sheet and
          reported amounts of revenues and expenses during the reporting period.
          Actual
          results could differ from those estimates.
  ***(d)***
                ***Cash
                    and Cash Equivalents:***
 
 For
          purposes of the statement of cash flows, the Company considers highly liquid
          financial instruments purchased with original maturities of three months
          or less
          to be cash equivalents.
  F-6
 
 **GREEN
          PLANET BIOENGINEERING CO., LIMITED**
 **(f/k/a
          Mondo acquisition II, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO CONDENSED FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2008**
 **(unaudited)**
 
 **NOTE
          1 -**  **ORGANIZATION
          AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):**
  ***(e)***
                ***Income
                    Taxes:***
  The
          Company has implemented the provisions on Statement of Financial Accounting
          Standards No. 109, "Accounting for Income Taxes" (SFAS 109). SFAS 109 requires
          that income tax accounts be computed using the liability method. Deferred
          taxes
          are determined based upon the estimated future tax effects of differences
          between the financial reporting and tax reporting bases of assets and
          liabilities given the provisions of currently enacted tax laws.
  Any
          deferred tax asset is considered immaterial and has been fully offset by
          a
          valuation allowance because at this time the Company believes that it is
          more
          likely than not that the future tax benefit will not be realized as the
          Company
          has no current operations.
  In
          June
          2006, the FASB issued FASB Interpretation No. 48, *Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement
          No. 109* ("FIN
          48"). FIN 48 prescribes a recognition threshold and measurement attribute
          for
          the financial statement recognition and measurement of a tax position taken
          or
          expected to be taken in a tax return. FIN 48 also provides guidance on
          derecognition, classification, treatment of interest and penalties, and
          disclosure of such positions. Effective January 1, 2007, the Company
          adopted the provisions of FIN 48, as required. As a result of implementing
          FIN
          48, there has been no adjustment to the Company’s financial statements for the
          three and six months ending June 30, 2008.
  ***(f)***
                ***Loss
                    per Common Share:***
  Basic
          loss per share is calculated using the weighted-average number of common
          shares
          outstanding during each reporting period. Diluted loss per share includes
          potentially dilutive securities such as outstanding options and warrants,
          using
          various methods such as the treasury stock or modified treasury stock method
          in
          the determination of dilutive shares outstanding during each reporting
          period.
          The Company does not have any potentially dilutive instruments.
  ***(g)***
                ***Fair
                    Value of Financial Instruments:***
  The
          carrying value of cash equivalents and accrued expenses approximates fair
          value
          due to the short period of time to maturity.
 
 **NOTE
          2 -**  **RECENT
          ACCOUNTING PRONOUNCEMENTS:**
  SFAS
          No.
          141(R), “Business Combinations” — This statement includes a number of changes in
          the accounting and disclosure requirements for new business combinations
          occurring after its effective date.  The changes in accounting
          requirements include: acquisition costs will be expensed as incurred;
          noncontrolling (minority) interests will be valued at fair value; acquired
          contingent liabilities will be recorded at fair value; acquired research
          and
          development costs will be recorded at fair value as an intangible asset
          with
          indefinite life; restructuring costs will generally be expensed subsequent
          to
          the acquisition date; and changes in deferred tax asset valuation allowances
          and
          changes in income tax uncertainties after the acquisition date will generally
          affect income tax expense.  The statement is effective for new
          business combinations occurring on or after the first reporting period
          beginning
          on or after December 15, 2008.
  SFAS
          No.
          160, “Noncontrolling Interests in Consolidated Financial
          Statements:  An Amendment of ARB No. 51” —  This statement
          changes the accounting and reporting for noncontrolling (minority) interests
          in
          subsidiaries and for deconsolidation of a subsidiary.  Under the
          revised basis, the noncontrolling interest will be shown in the balance
          sheet as
          a separate line in equity instead of as a liability.  In the income
          statement, separate totals will be shown for consolidated net income including
          noncontrolling interest, noncontrolling interest as a deduction, and
          consolidated net income attributable to the controlling interest. In addition,
          changes in ownership interests in a subsidiary that do not result in
          deconsolidation are equity transactions if a controlling financial interest
          is
          retained. If a subsidiary is deconsolidated, the parent company will now
          recognize gain or loss to net income based on fair value of the noncontrolling
          equity at that date.  The statement is effective prospectively for
          fiscal years and interim periods beginning on or after December 15, 2008,
          but
          upon adoption will require restatement of prior periods to the revised
          bases of
          balance sheet and net income presentation.
  F-7
  **GREEN
          PLANET BIOENGINEERING CO., LIMITED**
 **(f/k/a
          Mondo acquisition II, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO CONDENSED FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2008**
 **(unaudited)**
 
 **NOTE
          3 -**  **CAPITAL
          STOCK:**
 
 On
          October 2, 2008, the Company filed an amendment to its Certificate of
          Incorporation with the Secretary of State of Delaware, pursuant to which
          it
          increased its authorized common stock. The total number of shares of capital
          stock which the Company shall have authority to issue is two hundred sixty
          million (260,000,000). The Company is authorized to issue 250,000,000 shares
          of
          common stock at $.001 par value (the “Common Stock”) and 10,000,000 shares of
          preferred stock at $.001 par value (the “Preferred Stock”). The Preferred stock
          of the Company shall be issued by the Board of Directors of the Company
          in one
          or more classes or one or more series within any class and such classes
          or
          series shall have such voting powers, full or limited, or no voting powers,
          and
          such designations, preferences, limitations or restrictions as the Board
          of
          Directors of the Company may determine, from time to time.
  Holders
          of shares of Common Stock shall be entitled to cast one vote for each share
          held
          at all stockholders' meetings for all purposes, including the election
          of
          directors. The Common Stock does not have cumulative voting rights.
  No
          holder
          of shares of stock of any class shall be entitled as a matter of right
          to
          subscribe for or purchase or receive any part of any new or additional
          issue of
          shares of stock of any class, or of securities convertible into shares
          of stock
          of any class, whether now hereafter authorized or whether issued for money,
          for
          consideration other than money, or by way of dividend.
  On
          December 8, 2006, the Company issued 1,000,000 shares of Common Stock to
          Mondo
          Management Corp. at a purchase price of $.0175 per share, for an aggregate
          purchase price of $17,500.
  The
          Company had 1,000,000 shares of common stock issued and outstanding at
          September
          30, 2008 and June 30, 2007. As of September 30, 2008 and June 30, 2007
          the
          Company had no preferred stock issued and outstanding.
  F-8
  **GREEN
          PLANET BIOENGINEERING CO., LIMITED**
 **(f/k/a
          Mondo acquisition II, Inc.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO CONDENSED FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2008**
 **(unaudited)**
 
 **NOTE
          4 -**  **RELATED
          PARTIES:**
 
 The
          officers, directors and stockholders of the Company are affiliated with
          Sichenzia Ross Friedman Ference LLP, an entity providing legal services
          to the
          Company at no cost. The Company recorded the fair value of such legal services
          to reflect all the costs of doing business in the Company’s financial
          statements.
 
 **NOTE
          5 - INCOME TAXES:**
 
 For
          income tax reporting purposes, the Company's aggregate unused net operating
          losses of approximately $4,200 will expire through 2026, subject to limitations
          of Section 382 of the Internal Revenue Code, as amended. The deferred tax
          asset
          related to the carry forward was deemed to be approximately $1,000. The
          Company
          has provided a valuation reserve against the full amount of the net operating
          loss benefit, because in the opinion of management based upon the development
          stage and the likelihood of a future Section 382 limitation it is more
          likely
          than not that the benefits will not be realized.
 
 **NOTE
          6 – POST BALANCE SHEET EVENTS**
 
 On
          October 2, 2008, the Company changed its name from Mondo Acquisition II,
          Inc. to
          Green Planet Bioengineering Co. Limited and increased its number of authorized
          shares of common stock from 40,000,000 to 250,000,000 shares. On October
          23,
          2008 and October 24, 2008, the Company entered into a series of transactions
          with the shareholders of Elevated Throne Overseas Ltd. (“Elevated Throne”)
          pursuant to which (i) Elevated Throne became a wholly-owned subsidiary of
          the Company, (ii) the Company appointed new directors and officers and
          (iii) Cris Neely, the company’s, president and director, tendered his
          resignation. These transactions are described in greater detail in the
          Company’s
          Form 8-K dated October 24, 2008. In
          October, the company approved 50,000 shares of its common stock to a service
          provider for services rendered. In addition, the Company has issued, as
          compensation to a consultant, warrants to purchase an aggregate of 20,000,000
          shares of its common stock (subject to adjustment upon certain events)
          at
          exercise prices ranging from $0.10 to $1.00 per share, however in no event
          shall
          the consultant be entitled to exercise these warrants for a number of warrant
          shares in excess of that number of warrant shares which, upon giving effect
          to
          such exercise, would cause the aggregate number of shares of common stock
          beneficially owned by consultant and its affiliates to exceed 4.99% of
          the
          outstanding shares of the common stock following such exercise. The Company
          has
          also granted to said consultant the right to convert any portion of a $1,000,000
          consulting fee payable to said consultant into shares of the Company’s common
          stock (at a conversion price based upon the market price for the Company’s
          common stock on the day it first trades). The Company has also issued warrants
          to purchase 4,718,333 shares of its common stock (subject to adjustment
          upon
          certain events) at an exercise price of $0.001 per share as compensation
          to
          other consultants and service providers.
  F-9


**Item
      2.      Management's Discussion and Analysis of
      Financial Condition and Results of Operations**




**FORWARD
      LOOKING STATEMENTS**




Some
      of
      the statements contained in this Form 10-Q that are not historical facts are
      "forward-looking statements" which can be identified by the use of terminology
      such as "estimates," "projects," "plans," "believes," "expects," "anticipates,"
      "intends," or the negative or other variations, or by discussions of strategy
      that involve risks and uncertainties. We urge you to be cautious of the
      forward-looking statements, that such statements, which are contained in this
      Form 10-Q, reflect our current beliefs with respect to future events and involve
      known and unknown risks, uncertainties and other factors affecting our
      operations, market growth, services, products and licenses. No assurances can
      be
      given regarding the achievement of future results, as actual results may differ
      materially as a result of the risks we face, and actual events may differ from
      the assumptions underlying the statements that have been made regarding
      anticipated events. Factors that may cause actual results, our performance
      or
      achievements, or industry results, to differ materially from those contemplated
      by such forward-looking statements include without limitation:




·
            Our
                ability to attract and retain
                management,




·
            Our
                ability to raise capital when needed and on acceptable terms and
                conditions;




·
            The
                intensity of competition; and




·
            General
                economic conditions.




All
      written and oral forward-looking statements made in connection with this Form
      10-Q that are attributable to us or persons acting on our behalf are expressly
      qualified in their entirety by these cautionary statements. Given the
      uncertainties that surround such statements, you are cautioned not to place
      undue reliance on such forward-looking statements.





**Overview**





We
      were
      incorporated in Delaware under the name Mondo Acquisition II, Inc. on October
      30, 2006.  Our initial business plan was to serve as a vehicle to pursue a
      business combination through the acquisition of, or merger with, an operating
      business. On September 30, 2008, Mondo Acquisition II, Inc., Mondo Management
      Corp. (“Seller”) and Cris Neely (“Buyer”) entered into a Stock Purchase
      Agreement (the “Agreement”). Pursuant to the Agreement, Seller sold to Buyer an
      aggregate of 935,000 previously issued and outstanding shares of the Company's
      restricted common stock, comprising of approximately 93.5 % of the issued and
      outstanding capital stock of the Company. The purchase price for the sale of
      the
      shares was $14,375 in cash and 65,000 shares of our common stock. All of our
      current officers and directors agreed to resign and the Buyer’s nominee, Mr.
      Cris Neely, was appointed to fill the vacancies on the Board in connection
      with
      the stock purchase transaction.





On
      October 2, 2008, we changed our name to Green Planet Bioengineering Co. Limited.
      We have not realized any revenues from operations since inception, and our
      plan
      of operation was to locate a suitable acquisition or merger candidate and
      consummate a business combination.





Since
      our
      formation on October 30, 2006, our purpose has been to effect a business
      combination with an operating business which we believe has significant growth
      potential. Until we acquired all of the issued and outstanding common stock
      of
      Elevated Throne Overseas Ltd. (discussed below), we were considered to be a
      “blank check” company in as much as did not have specific business plans,
      operations, revenues or employees.




As
      more
      fully described below, on October 24, 2008, we consummated a number of related
      transactions through which we acquired control of Sanming Huajian
      Bio-Engineering Co., Ltd., a PRC-based company (the “Reverse Merger
      Transaction”). These transactions are described in greater detail in our Form
      8-K dated October 24, 2008. Sanming Huajian Bio-Engineering Co., Ltd. is engaged
      in the research, development, production and sale of extracts from tobacco
      leaves to be used in various pharmaceutical and health products.





**The
      Reverse Merger Transaction**





On
      October 24, 2008, (“Closing Date”), Green Planet Bioengineering Co. Limited
      executed and consummated a Share Exchange Agreement (the “Closing”) by and among
      (i) Elevated Throne Overseas Ltd., a British Virgin Islands limited liability
      company; (ii) the stockholders of 100% of Elevated Throne Overseas Ltd.’s common
      stock (the “Elevated Throne Overseas Ltd., Shareholders ”);
      and
      (iii) Green Planet Bioengineering Co. Limited ’s then-controlling stockholder,
      Cris Neely.


3




At
      closing, we acquired control of Elevated Throne Overseas Ltd., which is the
      parent company of FuJian Green Planet Bioengineering Co., LTD **.** ,
      a
      wholly foreign-owned enterprise (“WFOE”) organized under the laws of the
      People’s Republic of China (“PRC”), by issuing to the Elevated Throne Overseas
      Ltd.’s Shareholders 14,141,667 shares of our Common Stock in exchange for all of
      the outstanding capital stock of Elevated Throne Overseas Ltd. (the “Reverse
      Merger Transaction”). Immediately after the Closing, we had a total of
      15,141,667 shares of common stock outstanding, with the Elevated Throne Overseas
      Ltd.’s Shareholders (and their assignees) owning approximately 93.40% of our
      outstanding common stock, and the balance held by those who held our common
      stock prior to the Closing.





Our
      board
      of directors (the “ Board ”)
      as
      well as the directors and the shareholders of Elevated Throne Overseas Ltd.
      each
      approved the Reverse Merger Transaction, including the transactions contemplated
      there under. Following the Closing Date, Elevated Throne Overseas Ltd. became
      our wholly-owned subsidiary.





Elevated
      Throne Overseas Ltd. owns 100% of FuJian Green Planet Bioengineering Co., LTD.,
      which is a WFOE under the laws of the PRC. WFOE has entered into a series of
      contractual arrangements with Sanming Huajian Bio-Engineering Co., Ltd., a
      limited liability company headquartered in, and organized under the laws of,
      the
      PRC.





As
      a
      result of the Reverse Merger Transaction, we acquired 100% of the capital stock
      of Elevated Throne Overseas Ltd. and consequently, control of the business
      and
      operations of Elevated Throne Overseas Ltd., Fujian Green Planet Bioengineering
      Co., Ltd., and Sanming Huajian Bio-Engineering Co., Ltd. Prior to the Reverse
      Merger Transaction, we were a public reporting blind pool company in the
      development stage. From and after the Closing Date of the Share Exchange
      Agreement, our primary operations consist of the business and operations of
      Sanming Huajian Bio-Engineering Co., Ltd. Sanming’s business is conducted in
      China.





Our
      Board
      approved the Share Exchange Agreement on October 23, 2008, and we entered into
      the Share Exchange Agreement with Elevated Throne Overseas Ltd. and its
      Shareholders on October 24, 2008.




Elevated
      Throne Overseas Ltd. (“Elevated Throne”) was incorporated under the laws of the
      British Virgin Islands on May 8, 2008, and Elevated Throne Overseas Ltd. formed FuJian
      Green Planet Bioengineering Co., Ltd. as a
      wholly foreign-owned enterprise under the laws of the PRC on July 25,
      2008.




Sanming
      Huajian Bio-Engineering Co., Ltd. was organized under the laws of the PRC in
      April of 2004 under the name Sanming Zhonjian Biological Technology Industry
      Co., Ltd.





Under
      the
      laws of the PRC, certain restrictions are placed on round
      trip investments, which are defined under PRC law as an acquisition of a
      PRC entity by an offshore special purpose vehicle owned by one or more PRC
      residents. As a result, FuJian
      Green Planet Bioengineering Co., LTD. entered
      into a series of agreements with Sanming Huajian Bio-Engineering Co., Ltd.,
      which we believe give us effective control over the business of Sanming Huajian
      Bio-Engineering Co., Ltd. These agreements are described below in the section
      entitled “Contractual Agreements with Sanming Huajian Bio-Engineering Co.,
      Ltd.”




Sanming
      Huajian Bio-Engineering Co., Ltd.’s executive offices are located at No.126
      Mingdu Building, Gongye Road, Sanming City, Fujian, China, and the telephone
      number is +86 598 8523617. Our website is **www.greenplanetbio.com.cn** .
      Information on our website or any other website is not a part of this
      report.





**Contractual
      Agreements with Sanming Huajian Bio-Engineering Co., Ltd.**





Prior
      to
      the reverse merger, Elevated Throne Overseas’ business was conducted through
      Sanming Huajian Bio-Engineering Co., Ltd., its largest shareholders being Mr.
      Min Zhao and Mr. MinYan Zhen with a 35.07% and 35.97% interest respectively.
      Sanming Huajian Bio-Engineering Co., Ltd. has the licenses and approvals
      necessary to operate its business in the PRC.





PRC
      law
      places certain restrictions on roundtrip investments through the
      acquisition of a PRC entity by PRC residents. To comply with these restrictions,
      in conjunction with the reverse acquisition, we (via our wholly-owned
      subsidiary, FuJian
      Green Planet Bioengineering Co., Ltd.) entered
      into and consummated certain contractual arrangements with Sanming Huajian
      Bio-Engineering Co., Ltd. and their respective stockholders pursuant to which
      we
      provide these companies with technology consulting and management services.
      Through these contractual arrangements, we have the ability to substantially
      influence these companies’ daily operations and financial affairs, appoint their
      senior executives and approve all matters requiring stockholder approval. As
      a
      result of these contractual arrangements, which enable us to control Sanming
      Huajian Bio-Engineering Co., Ltd. and operate our business in the PRC through
      Sanming Huajian Bio-Engineering Co., Ltd., we are considered the primary
      beneficiary of Sanming Huajian Bio-Engineering Co., Ltd. Accordingly, we
      consolidate the results, assets and liabilities of the Sanming Huajian
      Bio-Engineering Co., Ltd. in our financial statements.


4





On
      July
      25, 2008, we entered into the following contractual arrangements, each of which
      is enforceable and valid in accordance with the laws of the PRC:




*Entrusted
      Management Agreement* .
       Pursuant to this entrusted management agreement among Fujian Green Planet
      Bioengineering Co., Ltd., Sanming Huajian, and the Sanming Huajian Shareholders
      (the "Entrusted Management Agreement"), Sanming Huajian and its shareholders
      agreed to entrust the business operations of Sanming Huajian and its management
      to Fujian Green Planet Bioengineering Co., Ltd. until Fujian Green Planet
      Bioengineering Co., Ltd. acquires all of the assets or equity of Sanming Huajian
      (as more fully described in the Exclusive Option Agreement below). Prior to
      the
      occurrence of such event, Sanming Huajian will only own those certain assets
      that are not sold to Fujian Green Planet Bioengineering Co., Ltd. We anticipate
      that Sanming Huajian will continue to be the contracting party under its
      customer contracts, banks loans and certain other assets until such time as
      those may be transferred to Fujian Green Planet Bioengineering Co., Ltd. Under
      the Entrusted Management Agreement, Fujian Green Planet Bioengineering Co.,
      Ltd.
      will manage Sanming Huajian‘s operations and assets, and control all of Sanming
      Huajian’s cash flow through an entrusted bank account. In turn, it will be
      entitled to any of Sanming Huajian’s net profits as a management fee, and will
      be obligated to pay all Sanming Huajian payables and loan payments. The
      Entrusted Management Agreement will remain in effect until the acquisition of
      all assets or equity of Sanming Huajian by Fujian Green Planet Bioengineering
      Co., Ltd. is completed.




*Exclusive
      Purchase Option Agreement.* Under the exclusive option agreement among Fujian Green Planet
      Bioengineering Co., Ltd. and the Sanming Huajian Shareholders, the Sanming
      Huajian Shareholders granted Fujian Green Planet Bioengineering Co., Ltd. an
      irrevocable and exclusive purchase option to acquire Sanming Huajian’s equity
      and/or remaining assets, but only to the extent that such purchase does not
      violate limitations imposed by PRC law. Current PRC law does not specifically
      provide for a non-PRC entity's equity to be used as consideration for the
      purchase of a PRC entity's assets or equity. The option is exercisable when
      PRC
      law specifically allows foreign equity to be used as consideration to acquire
      a
      PRC entity's equity interests and/or assets, and when the Company has sufficient
      funds to purchase Sanming Huajian’s equity or remaining assets. The
      consideration for the exercise of the option is the shares of Common Stock
      received by the Sanming Huajian’s Shareholders under the Share Exchange
      Agreement.




*Share
      Pledge Agreement.* Under
      this share pledge agreement among Fujian Green Planet Bioengineering Co., Ltd.
      and the Sanming Huajian Shareholders (the "Share Pledge Agreement"), the Sanming
      Huajian Shareholders pledged all of their equity interests in Sanming Huajian,
      including the proceeds thereof, to guarantee all of Fujian Green Planet
      Bioengineering Co., Ltd.’s rights and benefits under the Restructuring
      Agreements. Prior to termination of this Share Pledge Agreement, the pledged
      equity interests cannot be transferred without Fujian Green Planet
      Bioengineering Co., Ltd.’s prior consent.





***Completion
      of the PRC Restructuring***





The
      PRC
      restructuring transaction closed on October 24, 2008. However, Fujian Green
      Planet Bioengineering Co., Ltd. is required under the agreements to complete
      additional post-closing steps in order to maintain its good standing under
      PRC
      law. These steps include Fujian Green Planet Bioengineering Co., Ltd. making
      required regulatory filings and giving proof to regulatory authorities that
      it
      has received the required portion of its registered capital as of the deadline
      required under PRC law. Specifically, Fujian Green Planet Bioengineering Co.,
      Ltd. must receive 15% of its total registered capital of $2.0MM by 3 months
      of
      effectiveness of business license, and the remaining $1.7MM by two years from
      effectiveness of business license, in order to maintain the validity of its
      business license and its certificate of approval to exist as a wholly
      foreign-owned entity in the PRC issued by the Fujian Provincial Municipal
      Government and the Sanming Administration for Industry and Commerce,
      respectively. This license and approval would become invalid and be immediately
      cancelled if Fujian Green Planet Bioengineering Co., Ltd. were to fail to make
      timely payment of its registered capital, in which case we could cease to have
      any claim to control Sanming Huajian Bio-Engineering Co., Ltd. under PRC law.
      We
      have filed an extension with the regulatory authorities and the payment of
      the
      registered capital is due in full by January 17, 2009. We anticipate that all
      required post-closing steps, including the payment and verification of the
      full
      payment of Fujian Green Planet Bioengineering Co., Ltd.’s registered capital,
      will be completed by January 17, 2009 **.**





Upon
      consummation of the PRC Restructuring Agreements above, the contributions of
      Sanming Huajian Bio-Engineering Co., Ltd.’s registered capital, and therefore
      the ownership of Sanming Huajian Bio-Engineering Co., Ltd., took the current
      form, which is represented in the table below:





**Name of Shareholder**
            
            **Amount of Contribution**
              **(RMB)
                ‘000**
            
            **Percent of Capital**
              **Contribution**Min
                Zhao
            
            
            1332.82
            
            
            35.07
            %Min
                Yan Zhen
            
            
            1366.86
            
            
            35.97
            %Jiangle
                Jianlong Mineral industry Co.
            
            
            1100.32
            
            
            28.96
            %Total
            
            
            RMB 3800.00
            
            
            100
            %


5





**Subsidiaries**





As
      a
      result of the Reverse Merger Transaction, Elevated Throne Overseas Ltd. and FuJian
      Green Planet Bioengineering Co., Ltd. are our
      wholly-owned subsidiaries. Sanming Huajian Bio-Engineering Co., Ltd., the entity
      through which we operate our business, has no subsidiaries.





**Sanming
      Huajian Bio-Engineering Co., Ltd’s Organization History**





Sanming
      Huajian Bio-Engineering Co., Ltd was originally incorporated in April 2004
      in
      the People’s Republic of China as Sanming Zhongjian Biological Technology
      Industry Co., Ltd. On August 17, 2004, the company changed its name from Sanming
      Zhongjian Biological Technology Industry Co., Ltd. to Sanming Huajian
      Bio-Engineering Co., Ltd. Sanming Huajian Bio-Engineering Co., Ltd is a research
      and development company with a focus on improving human health through the
      development, manufacture and commercialization of bio-ecological products and
      over-the-counter products utilizing the extractions of tobacco leaves. Since
      2007, Sanming Huajian Bio Engineering Co., Ltd has developed a variety of
      natural organic products using tobacco leaves.





**Results
      of Operations**





Prior
      to
      the consummation of the Reverse Merger Transaction, we did not conduct any
      active operations, except forour efforts to locate a suitable acquisition or
      merger transaction. No revenue has been generated by us during such period.





Net
      loss
      for the three and nine months ended September 30, 2008 was $361and $861
      respectively, compared to $1,296 and $1,296 for the three and nine months ended
      September 30, 2007, respectively.





**Liquidity
      and Capital Resources**





We
      did
      not have any revenues from any operations for the three and nine months ended
      September 30, 2008. At September 30, 2008, we had cash of $6,138 and working
      capital of $3,349.





Through
      September 30, 2008, and prior to the execution of the Share Exchange Agreement,
      our material commitments were professional and administrative fees and expenses
      associated with the preparation of its filings with the SEC and other regulatory
      requirements.





**Off
      Balance Sheet Arrangements**





We
      have
      no 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 our
      stockholders.





**Item
      3.          Quantitative and
      Qualitative Disclosures about Market Risk.**





N/A





**Item
      4T.         Controls and
      Procedures.**





(a)
      Evaluation of Disclosure Controls and Procedures




As
      of September 30, 2008, we carried out an evaluation, under the supervision
      and
      with the participation of our Principal Executive Officer and Principal
      Financial Officer, of the effectiveness of the design and operation of our
      disclosure controls and procedures. Based on this evaluation, our Principal
      Executive Officer and Principal Financial Officer concluded that our disclosure
      controls and procedures were effective in ensuring that information required
      to
      be disclosed by us in our periodic reports is recorded, processed, summarized
      and reported, within the time periods specified for each report and that such
      information is accumulated and communicated to our management, including our
      principal executive and principal financial officers, or persons performing
      similar functions, as appropriate to allow timely decisions regarding required
      disclosure.




(b)
      Changes in Internal Controls.




There
      was no change in our internal controls over financial reporting that has
      materially affected, or is reasonable likely to materially affect, our internal
      control over financial reporting during the quarter covered by this
      Report.


6





**Part
                II.**
            **OTHER
                INFORMATION**





**Item
                1.**
            **Legal
                Proceedings**





None





**Item 
                1A.**
            **Risk
                Factors**





Not
      applicable





**Item 
                2.**
            **Unregistered
                Sales of Equity Securities and Use of
                Proceeds**





Not
      applicable.





**Item
                3.**
            **Defaults
                Upon Senior Securities**





None.





**Item
                4.**
            **Submission
                of Matters to a Vote of Security
                Holders**





Not
      applicable





**Item
                5.**
            **Other
                Information**





Not
      applicable





**Item
                6.**
            **Exhibits**





(a)
            Exhibits





**Exhibit Number**
            **Description of Exhibit**31.1
            Certification
                of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
                promulgated under the Securities and Exchange Act of 1934, as
                amended31.2
            Certification
                of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
                promulgated under the Securities and Exchange Act of 1934, as
                amended32
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                to
                18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002




7




**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




Green Planet Bioengineering Co. Limited.Date: November
                12, 2008
            By:
            /s/ Min
                ZhaoMin
              ZhaoChief Executive Officer (Principal Executive
              Officer and Principal Financial and Accounting
              Officer)




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