UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549




FORM 10-Q




QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal Quarter ended September 30, 2009


Commission file number 000-52622




GREEN PLANET BIOENGINEERING CO. LIMITED(Exact Name of Registrant as Specified In Its Charter)
  DELAWARE

37-1532842(State or Other Jurisdiction ofIncorporation or Organization)

(I.R.S. Employer Identification No.)
  18851 NE 29th Avenue, Suite 700, Aventura, FL 33180(Address of Principal Executive Offices)
(Zip Code)  1 877 544-2288(Registrant’s Telephone Number,Including Area Code)





Securities registered under Section 12(b) of the Act





NONE





Securities registered pursuant to Section 12(g) of the Act:





NONE





(Title of Class)







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





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the act.  Yes  oNo  x




Indicate by check mark whether the registrant: (1) has 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: o





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





Large Accelerated Filer o    Accelerated Filer o    Non-accelerated
Filer o Smaller Reporting Company x




Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).


Yes:  o
No:  x





The number of shares of common stock outstanding as of November 14, 2009 was 20,006,402.





TABLE OF CONTENTS




PageNumberPART I
FINANCIAL INFORMATIONItem 1Condensed Consolidated Statements of Income and Comprehensive Income for the
Three and Nine Months Ended September 30, 2009 and 2008 (Unaudited)
F-1Condensed Consolidated Balance Sheets as of September 30, 2009 (unaudited) and
December 31, 2008
F-2Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2009 and 2008 (Unaudited)
F-3Notes to Condensed Consolidated Financial Statements
F-4 - F-19Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
5Item 3
Quantitative and Qualitative Disclosures about Market Risk
16Item 4
Controls and Procedures
16PART II
OTHER INFORMATION
18Item 1
Legal Proceedings
18Item 2
Market for Common Equity and Related Stockholder Matters
18Item 3
Defaults upon Senior Securities
18Item 4
Submission of Matters to a Vote of Security Holders
18Item 5
Other Information
18Item 6
Exhibits
18SIGNATURES
19


2


FORWARD-LOOKING STATEMENTS





This Annual Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934.  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.




3


Part I
FINANCIAL INFORMATION




Green Planet Bioengineering Co., Ltd.
  Condensed Consolidated Financial Statements
 For the three and nine months ended
 September 30, 2009 and 2008
 (Stated in US dollars)
  4
  Green Planet Bioengineering Co., Ltd.
 Condensed Consolidated Financial Statements
 For the three and nine months ended September 30, 2009 and 2008
 
 Index to Condensed Consolidated Financial Statements
 
 PagesCondensed Consolidated Statements of Income and Comprehensive Income

F-1Condensed Consolidated Balance Sheets

F-2Condensed Consolidated Statements of Cash Flows

F-3Notes to Condensed Consolidated Financial Statements

F-4 - F-19
  
  Green Planet Bioengineering Co., Ltd.
 Condensed Consolidated Statements of Income and Comprehensive Income
 (Unaudited)
 (Stated in US Dollars)
 
 Three months ended


Nine months endedSeptember 30


September 302009


2008


2009


2008(unaudited)


(unaudited)


(unaudited)


(unaudited)Sales revenue

$
3,462,341


$
2,634,409


$
7,929,710


$
7,501,285Cost of sales


(1,578,081
)


(1,044,896
)


(3,419,354
)


(2,888,249
)Gross profit


1,884,260



1,589,513



4,510,356



4,613,036Operating expensesAdministrative expenses


213,855



247,785



708,666



595,164Research and development expenses


126,625



57,067



199,664



166,301Selling expenses


42,577



66,524



119,134



184,452383,057



371,376



1,027,464



945,917Income from operations


1,501,203



1,218,137



3,482,892



3,667,119Interest income


1,693



4,315



3,365



9,205Subsidy income


—



—



—



42,552Finance costs - Note 3


(58,919
)


(35,800
)


(67,325
)


(114,073
)Income before income taxes


1,443,977



1,186,652



3,418,932



3,604,803Income taxes - Note 4


(369,778
)


(301,073
)


(886,151
)


(902,094
)Net income

$
1,074,199


$
885,579


$
2,532,781


$
2,702,709Other comprehensive incomeForeign currency translation adjustments


22,857



51,097



2,963



727,677Total comprehensive income

$
1,097,056


$
936,676


$
2,535,744


$
3,430,386Earnings per share - Note 5- Basic

$
0.07


$
0.06


$
0.16


$
0.19- Diluted

$
0.04


$
0.06


$
0.12


$
0.19Weighted average number of shares outstanding :- Basic


15,589,367



14,141,667



15,529,265



14,141,667- Diluted


24,149,997



14,141,667



21,388,128



14,141,667
  See Notes to Condensed Consolidated Financial Statements
  F-1
  Green Planet Bioengineering Co., Ltd.
 Condensed Consolidated Balance Sheets
 (Unaudited)
 (Stated in US Dollars)
  September 30,


December 31,2009


2008(Unaudited)ASSETSCurrent assetsCash and cash equivalents

$
586,378


$
665,568Trade receivables


3,824,262



4,346,403Deferred taxes


—



31,643Other receivables


232,935



51,841Inventories - Note 6


636,276



431,569Prepayments of operating lease - Note 10


1,801,476



—Total current assets


7,081,327



5,527,024Intangible assets - Note 7


562,523



159,159Property, plant and equipment, net - Note 8


3,191,871



3,144,067Land use rights - Note 9


1,046,141



7,841,214Prepayments of operating lease - Note 10


8,408,844



—Available-for-sale securities - Note 11


5,000,000



—Deferred taxes


—



8,977Deposit for acquisition of intangible assets - Note 20(a)(ii)


220,050



161,370TOTAL ASSETS

$
25,510,756


$
16,841,811LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIESCurrent liabilitiesTrade payables

$
773,617


$
715,363Deferred taxes


45,766



—Other payables and accrued expenses - Note 12


257,107



1,262,011Amount due to a related party - Note 13


14,083



11,443Amount due to a stockholder -Note 13


8,351



3,362Secured loans from a financial institution - Note 14


1,863,090



—Convertible loan payable - Note 15


148,750



—Loan from government


—



146,700Income tax payable


276,990



301,197Deferred revenue


63,081



63,081Total current liabilities


3,450,835



2,503,157Deferred taxes


6,630



—TOTAL LIABILITIES


3,457,465



2,503,157COMMITMENTS AND CONTINGENCIES- Note 20STOCKHOLDERS’ EQUITYPreferred stock: par value of $0.001 per share10,000,000 shares authorized; 5,101 and none issued and outstandingas of September 30, 2009 and December 31, 2008 respectively

$
5


$
—Common stock: par value $0.001 per share - Note 16250,000,000 shares authorized; 15,589,367 and 14,421,667issued and outstanding as of September 30, 2009 andDecember 31, 2008 respectively


15,589



14,422Additional paid-in capital


10,293,896



5,116,175Statutory reserve - Note 17


848,550



848,550Accumulated other comprehensive income


1,479,122



1,476,159Retained earnings


9,416,129



6,883,348TOTAL STOCKHOLDERS’ EQUITY


22,067,041



14,338,654TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$
25,510,756


$
16,841,811
 
 See Notes to Condensed Consolidated Financial Statements
  F-2
  Green Planet Bioengineering Co., Ltd.
 Condensed Consolidated Statements of Cash Flows
 (Unaudited)
 (Stated in US Dollars)
 
 Nine months ended September 30,2009


2008(Unaudited)


(Unaudited)Cash flows from operating activitiesNet income

$
2,532,781


$
2,702,709Adjustments to reconcile net income to netcash (used in) provided by operating activities:Depreciation


165,980



154,138Amortization for intangible assets


51,364



27,425Amortization for land use rights


17,517



17,228Deferred taxes


92,958



(4,783
)Stock-based compensation


13,130



—Convertible loan interest


14,000



—Changes in operating assets and liabilities:Trade receivables


522,143



(1,040,454
)Other receivables


(180,938
)


1,434Inventories


(204,612
)


168,030Prepayments of operating lease


(4,376,185
)


—Trade payables


71,397



33,832Other payables and accrued expenses


(72,050
)


(51,874
)Amount due to a related party


2,639



49,634Amount due to a stockholder


4.986



(28,680
)Income tax payable


(24,220
)


(127,441
)Deferred revenue


—



(43,020
)Net cash flows (used in) provided by operating activities


(1,369,110
)


1,858,178Cash flows from investing activitiesPayments to acquire property, plant and equipment


(213,783
)


—Payments to acquire intangible assets


(73,305
)


(1,577
)Deposits paid for acquisition of intangible assets


(439,800
)


—Net cash flows used in investing activities


(726,888
)


(1,577
)Cash flows from financing activitiesIssue of common stock


764



—Secured loans from a financial institution


1,861,902



—Convertible loan from a major shareholder


300,000



—Repayments of loan from government


(146,500
)


—Issue of capital by Sanming Huajian


—



625,290Net cash flows provided by financing activities


2,016,166



625,290Effect of foreign currency translation on cash and cash equivalents


642



113,350Net decrease in cash and cash equivalents


(79,190
)


2,595,241Cash and cash equivalents - beginning of period


665,568



333,081Cash and cash equivalents - end of period

$
586,378


$
2,928,322Supplemental disclosures for cash flow information:Cash paid for interest

$
39,327


$
114,834Cash paid for income taxes

$
817,568


$
908,372
 
 Non-cash transaction:
 Transfer of land use right to prepayment for operating lease (Note 9)

$
5,831,325


$
—Issue of preferred stock (Note 1)


5,000,000



—Acquisition of available-for-sale securities (Note 11)

$
5,000,000


$
—
  See Notes to Condensed Consolidated Financial Statements
  F-3
  Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
  1.
General information
 
 Green Planet Bioengineering Co., Ltd, (the “Company”), formerly known as Mondo Acquisition II, Inc, was incorporated in the State of Delaware on October 30, 2006.
 
 On October 24, 2008, the Company entered into an agreement with the shareholders of Elevated Throne Overseas Ltd. (“Elevated Throne”) to acquire their issued and outstanding common stocks in Elevated Throne by issuing 14,141,667 shares of its common stock.  The acquisition, which was consummated on the same day, constituted
a reverse takeover transaction (“RTO”) and thereafter Elevated Throne became a wholly-owned subsidiary of the Company.
 
 Elevated Throne was incorporated in the British Virgin Islands (the “BVI”) on May 8, 2008 as a limited liability company with registered share capital of $50,000, divided into 50,000 common shares of $1 par value each.  Elevated Throne formed Fujian Green Planet Bioengineering Co., Ltd. (“Fujian Green Planet”)
as a wholly foreign-owned enterprise under the laws of the People’s Republic of China (the “PRC”) on July 25, 2008.  Fujian Green Planet has a registered capital of $2,000,000. Pursuant to Fujian Green Planet’s articles of association, Elevated Throne is required to contribute $300,000 to Fujian Green Planet as capital (representing 15% of Fujian Green Planet’s registered capital) before October 17, 2008. Elevated Throne has applied for an extension of the contribution
period to December 31, 2009 with the relevant government bureau and contributed $300,000 to Fujian Green Planet as capital on September 7, 2009.
 
 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 RTO, the Company, via Fujian Green Planet, entered into and consummated certain contractual arrangements with Sanming Huajian Bio-Engineering Co.,
Ltd (“Sanming Huajian”) and their respective stockholders pursuant to which the Company provides Sanming Huajian with technology consulting and management services and appoints its senior executives and approves all matters requiring shareholders’ approval.  As a result of these contractual arrangements, which obligates Fujian Green Planet to absorb a majority of the risk of loss from the activities of Sanming Huajian and enables Fujian Green Planet to receive a majority of its expected
residual returns, the Company accounts for Sanming Huajian as a variable interest entity (“VIE”) under FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51” (the “VIE Arrangement”).
 
 Sanming Huajian was organized under the laws of the PRC on April 16, 2004 under the name of Sanming Zhonjian Biological Technology Industry Co., Ltd as a domestic corporation.  It is classified as a non-joint capital stock corporation and therefore the capital stock, consistent with most of the PRC corporations, are not divided
into a specific number of shares having a stated nominal amount.  Sanming Huajian is owned by Mr. Zhao Min, Ms. Zheng Minyan and Jiangle Jianlong Mineral Industry Co., Ltd with equity interest of 35%, 36% and 29% respectively.  Mr. Zhao and Ms. Zheng collectively own more than 90% of the Company’s issued and outstanding common stock after the RTO.
 
 The reverse takeover accounting was used to account for the RTO and the VIE Arrangement as Sanming Huajian was under common control of Mr. Zhao and Ms. Zheng before and after the VIE Arrangement.  These financial statements, issued under the name of the Company, represent the continuation of the financial statements of Sanming
Huajian.
  F-4
  Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
 
 1.
General information (Cont’d)
 
 Following the RTO and the VIE Arrangement, the Company is primarily engaged in the manufacture, marketing and sale of extracts from tobacco leaves residues.  The Company’s products include Solanesol, Nicotine Sulphate, organic pesticides, organic fertilizers, CoQ10 (raw format) and a patented organic health supplement called
“Paiqianshu”. Paiqianshu comes in both liquid and pill forms and it is made from natural green barley shoot extraction.  The Company operates manufacturing and distribution primarily in the PRC.
 
 On June 17, 2009, the Company entered into a Preferred Share Purchase Agreement with ONE Holdings Corp. (“ONE”) pursuant to which the Company agreed to sell and ONE agreed to acquire 5,101 shares of the Company’s preferred stock (“Preferred Stock”), with par value $0.001 per share. Each share of the Preferred
Stock shall (a) provide ONE with the right to vote 1,000 votes on all matters submitted to a vote of the Company’s shareholders and (b) be convertible into 1,000 shares of the Company’s common stock. ONE paid to the Company for the said shares of Preferred Stock $5,000,000 which was paid by ONE through the issuance to the Company 5,024,038 shares, representing 4.7% of ONE’s issued and outstanding common stock. The transaction closed on July 22, 2009 upon receipt of all required documents
and stock certificates.
 
 As part of the transaction, the Company has also agreed that 35% of the ONE’s shares issued to the Company shall be deposited into an escrow and in the event the Company’s EBITDA for fiscal year 2009 is less than the Company’s EBITDA for fiscal 2008, the number of shares of ONE’s stock issued to the Company shall
be proportionately reduced as provided for in the Preferred Stock Purchase Agreement. The Company is also subject to a lockup and leak out period and has one Piggy-Back Registration right as further defined in the Preferred Stock Purchase Agreement.
 
 2.
Summary of significant accounting policies
 
 Principles of consolidation and basis of presentation
 
 The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
 The condensed consolidated financial statements include the accounts of the Company, its subsidiaries and its 100% VIE Sanming Huajian.  All significant intercompany accounts and transactions have been eliminated.
 
 In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature and necessary for a fair presentation of the results for the six-month periods, have been made.  Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.  These condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements and the notes thereto in the Company’s Form 10K for the year ended December 31, 2008 which was filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2009.
  F-5
  Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
 
 2.
Summary of significant accounting policies (Cont’d)
 
 Use of estimates
 
 In preparing the condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses
during the reporting periods.  These estimates and assumptions include, but are not limited to, the valuation of trade receivables, inventories, fair value of available-for-sale securities, deferred taxes and stock-based compensation, and the estimation on useful lives and realizability of intangible assets and property, plant and equipment.  Actual results could differ from those estimates.
 
 Fair Value Measurements
 
 In April 2009, the Financial Accounting Standard Board (“FASB”) released ASC 820, Fair Value Measurements and Disclosures,(formerly SFAS No. 157 “Fair Value Measurements”) that defines fair value, establishes
a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements.
 
 According to ASC 820, 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 reporting date.  The type of investments included in Level 1 included listed equities and listed derivatives.
 
 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.  Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives.
 
 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.
 
 The following table summarizes the valuation of the Company’s investments by the above fair value hierarchy levels as of September 30, 2009:
 
 Assets

Level 1


Level 2


Level 3


TotalAvailable-for-sale securities

$
—


$
—


$
5,000,000


$
5,000,000
 
 The Company did not have any investment measured at fair value as of December 31, 2008.
  F-6
  Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
 
 2.
Summary of significant accounting policies (Cont’d)
 
 Accumulated other comprehensive income
 
 Accumulated other comprehensive income in the condensed consolidated balance sheet represents foreign currency translation adjustment.
 
 Available-for-sale securities
 
 Available-for-sale securities include securities held for indefinite periods of time that are not classified either as trading securities or as held-to-maturity securities.  Available-for-sale securities are recognized at cost and carried at fair value in the balance sheet.  Unrealized holding gains and losses are excluded
from earnings and recognized in a separate component of other comprehensive income, net of the related tax effects, until realized.
 
 Convertible loan
 
 The Company’s convertible loan has non-detachable conversion feature, that were in-the-money with a beneficial conversion feature as of the commitment date.  At issuance, the Company values separately the beneficial conversion features in convertible loan. Beneficial conversion feature is recognized by allocating to additional
paid-in capital of the net proceeds from the sale of the convertible loan equal to the intrinsic value of the beneficial conversion feature.  Intrinsic value is calculated as the difference, as of the commitment date, between the conversion price of the convertible loan and the closing price of the Company’s common stock on the OTCBB, multiplied by the number of shares of the Company’s common stock into which the convertible loan is convertible.  If the intrinsic value of the beneficial
conversion feature is greater than the net proceeds allocated to the convertible loan, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds.  Interest expense is recognized using the effective interest method, meaning that any premium or discount upon issuance is amortized over the life of the instrument.
 
 Concentrations of credit risk
 
 During the reporting periods, customers represented 10% or more of the Company’s sales revenue are as follows:
 
 Nine months ended September 30,2009


2008(Unaudited)


(Unaudited)Customer A

$
412,351


$
1,449,853Customer B


249,389



406,103Customer C


1,102,298



1,292,787Customer D


1,040,915



1,270,363Customer E


819,887



950,322Customer F


262,740



357,789Customer G


939,969



1,282,167Customer H


856,894



—Customer I


615,521



—$
6,299,964


$
7,009,384
  F-7
  Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
 
 2.
Summary of significant accounting policies (Cont’d)
 
 Concentrations of credit risk (cont’d)
 
 Details of customers which represented 10% or more of the Company’s trade receivables are:
 
 September 30,


December 31,2009


2008(Unaudited)Customer A

$
58,522


$
531,047Customer B


36,235



730,430Customer C


660,219



700,614Customer D


616,749



569,392Customer E


335,839



547,006Customer F


50,510



653,892Customer G


620,900



614,022Customer H


541,983



—Customer I


394,256



—$
3,315,213


$
4,346,403
 
 Recently issued accounting pronouncements
 
 FASB Accounting Standards Codification (Accounting Standards Update “ASU” No. 2009-1)
 
 In June 2009, the FASB approved its Accounting Standards Codification (“Codification”) as the single source of authoritative United States accounting and reporting standards applicable for all non-governmental entities, with the exception of the SEC and its staff. The Codification is effective for interim or annual financial
periods ending after September 15, 2009 and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification.
 
 As a result of the Company’s implementation of the Codification during the current quarter, previous references to new accounting standards and literature are no longer applicable. In these financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted
accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.
 
 Noncontrolling Interests (Included in amended Topic ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements”, an amendment of ARB No. 51)
 
 The amended topic establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements.
The adoption of this amended topic has no material impact on the Company’s financial statements.
  F-8
  Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
 
 2.
Summary of significant accounting policies (Cont’d)
 
 Recently issued accounting pronouncements (cont’d)
 
 Business Combinations (Included in amended Topic ASC 805 “Business Combinations”, previously SFAS No. 141(R))
 
 This ASC guidance addresses the accounting and disclosure for identifiable assets acquired, liabilities assumed, and noncontrolling interests in a business combination. The adoption of this amended topic has no material impact on the Company’s financial statements.
 
 Intangibles - Goodwill and Other (Included in amended Topic ASC 350, previously FASB Staff Position (“FSP”) No. 142-3 “Determination of the Useful Life of Intangible Assets”)
 
 The amended topic amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets. This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset
acquisitions.  The amended topic is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Early adoption is prohibited. The adoption of this amended topic has no material effect on the Company’s financial statements.
 
 Business Combinations (Included in amended Topic ASC 805, previously FSP No. 141R-1 “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies”)
 
 Amended topic ASC 805 amends the requirements for the provisions for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations. The amended topic eliminates the distinction between contractual and non-contractual contingencies,
including the initial recognition and measurement criteria and instead carries forward most of the provisions for acquired contingencies. The amended topic is effective for contingent assets and contingent liabilities acquired. The adoption of this amended topic has no material effect on the Company’s financial statements.
 
 Fair Value Measurements and Disclosures (Included in amended Topic ASC 820, previously FSP No. 157-4 “Determining Whether a Market is Not Active and a Transaction Is Not Distressed”)
 
 The amended topic clarifies when markets are illiquid or that market pricing may not actually reflect the “real” value of an asset. If a market is determined to be inactive and market price is reflective of a distressed price then an alternative method of pricing can be used, such as a present value technique to estimate fair
value. The amended topic identifies factors to be considered when determining whether or not a market is inactive. The amended topic is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009 and shall be applied prospectively. The adoption of this amended topic has no material effect on the Company’s financial statements.
  F-9
  Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
 
 2.
Summary of significant accounting policies (Cont’d)
 
 Recently issued accounting pronouncements (cont’d)
 
 Financial Instruments (Included in amended Topic ASC 825, previously FSP No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” and SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”)
 
 In April 2009, the FASB issued the amended topic to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. In addition, the amended topic requires those disclosures in summarized financial information at interim reporting periods.
The amended topic is effective for interim periods ending after June 15, 2009, with earlier adoption permitted for periods ending after March 15, 2009. The adoption of this amended topic does not have a material impact on the Company’s financial statements.
 
 Investments - Debt and Equity Securities - Overall - Transition and Open Effective Date Information (Included in amended Topic ASC 320, previously FSP No. 115-2 and SFAS No. 124-2 “Recognition and Presentation of Other-Than-Temporary Impairments”)
 
 The amended topic amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities through increased consistency in the timing of impairment recognition and enhanced disclosures related to the credit and noncredit components of impaired debt securities that are not expected to be sold. In addition, increased disclosures
are required for both debt and equity securities regarding expected cash flows, credit losses, and securities with unrealized losses. The adoption of this amended topic has no material impact on the Company’s financial statements.
 
 Subsequent Events (Included in amended Topic ASC 855 “Subsequent Events”, previously SFAS No. 165)
 
 The amended topic establishes accounting and disclosure requirements for subsequent events. The amended topic details the period after the balance sheet date during which the Company should evaluate events or transactions that occur for potential recognition or disclosure in the financial statements, the circumstances under which the Company
should recognize events or transactions occurring after the balance sheet date in its financial statements and the required disclosures for such events. The Company adopted this amended topic effective June 1, 2009.
 
 Accounting for Transfers of Financial Assets (Included in amended Topic ASC 860 “Transfers and Servicing”, previously SFAS No. 166 “Accounting for Transfers of Financial Assets - an Amendment of FASB Statement No. 140”)
 
 The amended topic addresses information a reporting entity provides in its financial statements about the transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. Also, the amended topic removes
the concept of a qualifying special purpose entity, limits the circumstances in which a transferor derecognizes a portion or component of a financial asset, defines participating interest and enhances the information provided to financial statement users to provide greater transparency. The amended topic is effective for the first annual reporting period beginning after November 15, 2009 and will be effective for us as of January 1, 2010. The management is in the process of evaluating the impact of adopting this
amended topic on the Company’s financial statements.
  F-10
  Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
 
 2.
Summary of significant accounting policies (Cont’d)
 
 Recently issued accounting pronouncements (cont’d)
 
 Consolidation of Variable Interest Entities - Amended (Included in amended Topic ASC 810 “Consolidation”, previously SFAS 167 “Amendments to FASB Interpretation No. 46(R)”)
 
 The amended topic require an enterprise to perform an analysis to determine the primary beneficiary of a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and to eliminate the quantitative approach previously required for determining the primary
beneficiary of a variable interest entity. The amended topic also requires enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity. The amended topic is effective for the first annual reporting period beginning after November 15, 2009 and will be effective for us as of January 1, 2010. The management is in the process of evaluating the impact of adopting this amended topic on the Company’s
financial statements.
 
 In August 2009, the FASB issued ASU No. 2009-05, an update to ASC 820 “Fair Value Measurements and Disclosures”. This update provides amendments to reduce potential ambiguity in financial reporting when measuring the fair value of liabilities. Among other provisions, this update provides clarification that in circumstances
in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the valuation techniques described in ASU No. 2009-05. ASU No. 2009-05 will become effective for the Company’s annual financial statements for the year ending December 31, 2009. The management is in the process of evaluating the impact of adopting this ASU on the Company’s financial statements.
 
 In October 2009, the FASB issued ASU No. 2009-13 “Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements - A Consensus of the FASB Emerging Issues Task Force”. This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration
should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. The Company will be required to apply this guidance prospectively for revenue
arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted. The management is in the process of evaluating the impact of adopting this ASU on the Company’s financial statements.
 
 3.
Finance costsThree months ended


Nine months endedSeptember 30


September 302009



2008



2009



2008(unaudited)


(unaudited)


(unaudited)


(unaudited)Bank loan interest

$
—


$
—


$
—


$
7,471Amortization of loan discount


13,750



—



13,750



—Interest on convertible loan


250



—



250



—Other loan interest


31,153



35,759



39,327



106,501Bank charges


13,766



41



13,998



101$
58,919


$
35,800


$
67,325


$
114,073
 
 F-11
 
 Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
 
 3.
Finance cost (Cont’d)
 
 During the nine-month periods ended September 30, 2009 and 2008, loans interest expenses payable to a related company were $Nil and $28,803 respectively.
 
 4.
Income taxes
 
 United States
 
 The Company is subject to the United States of America Tax law at tax rate of 40.7%.  Noprovision for the US federal income taxes has been made as the Company had no taxable income in this jurisdiction for the reporting periods.  The Company has not provided deferred taxes on undistributed
earnings of its non-U.S. subsidiaries or VIE as of September 30, 2009 as it was the Company’s current policy to reinvest these earnings in non-U.S. operations.
 
 BVI
 
 Elevated Throne was incorporated in the BVI and, under the current laws of the BVI, is not subject to income taxes.
 
 PRC
 
 The PRC’s legislative body, the National People’s Congress, adopted the unified Corporate Income Tax Law on March 16, 2007. This new tax law replaces the existing separate income tax laws for domestic enterprises and foreign-invested enterprises and became effective on January 1, 2008.  Under the new tax law, a unified
income tax rate is set at 25% for both domestic enterprises and foreign-invested enterprises.
 
 Accordingly, Fujian Green Planet and Sanming Huajian, both of which are established in the PRC, are subject to PRC enterprise income tax at the rate of 25% on their assessable profits during thenine-month periods endedSeptember 30, 2009 and 2008.
 
 5.
Earnings per share
 
 The basic and diluted earnings per share is calculated using the net income and the weighted average number of shares outstanding during the reporting periods. All share and per share data have been adjusted to reflect the recapitalization of the Company in the RTO.
 
 The diluted earnings per share for the three and nine months ended September 30, 2009 is based on the net income for the said periods and the weighted average number of shares of 24,149,997 and 21,388,128outstanding respectively during the periods after adjusting for the number
of 8,560,630 and 5,858,863 dilutive potential ordinary shares.  The number of 5,578,333shares of warrants granted to several consultants are included in the calculation.
 
 There was no dilutive instrument outstanding during the nine-month periods ended or as of September 30, 2008.   Accordingly, the basic and diluted earnings per share are the same.
  F-12
  Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
 
 6.
Inventories

September 30,


December 31,2009



2008(Unaudited)Raw materials

$
300,383


$
101,280Work-in-progress


123,416



294,798Finished goods


212,477



35,491$
636,276


$
431,569
  7.
Intangible assets

September 30,


December 31,2009



2008(Unaudited)Technologies

$
740,835


$
286,065Software


3,183



3,183744,018



289,248Accumulated amortization


(181,495
)


(130,089
)Net

$
562,523


$
159,159
  The technologies were purchased from third parties for producing products - Solanesol, Organic Green Barley Supplements (Paiqianshu) and Q10 Health Supplements. The application for related patent is in process and has been initially accepted by the relevant government department.
 
 During the periods ended September 30, 2009 and 2008, amortization charge was $51,364 and $27,980 respectively.  The estimated aggregate amortization expenses for intangible assets for the five succeeding years is as follows:
 
 Year ending December 31,2009

$
23,0812010


77,6542011


56,4802012


56,4802013


56,480$
270,175
  F-13
  Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
 
 8.
Property, plant and equipmentSeptember 30,


December 31,2009



2008(Unaudited )Cost:Buildings

$
1,928,892


$
1,928,892Plant and machinery


1,067,964



860,407Office equipment


103,887



97,514Motor vehicles


92,851



92,8513,193,594



2,979,664Accumulated depreciation


(712,631
)


(546,505
)2,480,963



2,433,159Construction in progress


710,908



710,908Net

$
3,191,871


$
3,144,067
  Construction in progress mainly comprises capital expenditure for construction of the Company’s new office and machinery.During the reporting periods, depreciation is included in:Three months ended


Nine months endedSeptember 30


September 302009


2008


2009


2008(unaudited)


(unaudited)


(unaudited)


(unaudited)Cost of sales

$
34,436


$
37,121


$
96,727


$
94,259Administrative expenses


23,273



15,329



69,253



59,879Cost of sales

$
57,709


$
52,450


$
165,980


$
154,138
  Certain property, plant and equipment of net book value of $2,297,759 have been pledged for the loans granted to the Company (Note 14).9.
Land use rightsSeptember 30,


December 31,2009



2008(Unaudited)Land use rights

$
1,124,066


$
7,901,606Accumulated amortization


(77,925
)


(60,392
)$
1,046,141


$
7,841,214The carrying amount of land use rights as of September 30, 2009 comprises two land use rights, which were acquired for building factories and offices, with carrying amounts of $95,571 and $950,570 respectively.
  F-14
  Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
 
 9.
Land use rights (Cont’d)
 
 The legal title of the first land use right with carrying amount of $95,571 has not yet been transferred to the Company. The application of legal title is in the process and the management expects there will be no legal hindrance in obtaining the legal titles and no extra costs will be incurred.
 
 During the nine months ended September 30, 2009, the Company made an arrangement with the government to move part of the land use rights to operating leases for other pieces of land to promote its newer product portfolio such as fertilizers and pesticides. $5,831,325, representing the carrying value for the land use rights of $6,777,540
less outstanding land use rights payable of $946,215(Note 12(a)), has been transferred to prepayments for the new land leases. The new operating leases commenced on July 1, 2009 and will be paid over a 30 year period.
 
 During the nine months ended September 30, 2009 and 2008, amortization charge was $17,517 and $17,228 respectively and was included in administrative expenses. The estimated amortization charges of land use rights for the five succeeding years are as follows:
 
 Year ending December 31,2009

$
5,8442010


23,3772011


23,3772012


23,3772013


23,377$
99,352
  10.
Prepayments of operating lease
 
 The prepayments represent the carrying value less outstanding land use rights payable of $5,831,325 of the land use rights transferred under the new operating leases (Note 9) and further payments of $4,378,995 made during the nine months ended September 30, 2009 for other pieces of land to promote the Company’s newer product portfolio
such as fertilizers and pesticides. The lower cost of raw materials will fully or partially offset the cost for the new operating leases.
 
 11.
Available-for-sale securities
 
 The amount represents 5,024,038 shares of ONE’scommon stock (a 4.9% interest) issued to the Company pursuant to the Preferred Share Purchase Agreement, of which 35% of these share were deposited in an escrow (Note 1).
 
 There were limited trading transactions of ONE’s shares in the market during the past months and the fair value of ONE’s common stock held by the Company as of September 30, 2009 was determined by the management.  The inputs into the determination of fair value require significant management judgment and estimation.
 
 The management determined the fair values of the ONE’s shares as of September 30, 2009 approximated their carrying value and no fair value changes had therefore been recognized.
  F-15
  Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
  12.
Other payables and accrued expenses

September 30,


December 31,2009



2008(Unaudited)Rental payable

$
8,435


$
1,834Salaries payable


65,611



59,497Other accrued expenses


76,561



61,707Value-added tax payable


106,500



134,078Land use rights payable


—



1,004,895$
257,107


$
1,262,011
 
 As detailed in note 9 to the condensed consolidated financial statements, the Company has made an arrangement with the government to move part of the land use rights to promote its newer product portfolio. The Company has no further payment obligations regarding the land use rights.
 
 13.
Amounts due to a related party and a stockholder
 
 The amounts are interest-free, unsecured and repayable on demand.
 
 
 14.
Secured loans from a financial institution
 
 The Company has negotiated two loans, both of which carry interest at the annual rate of 7.434%.
 
 The loan of $660,150 is secured by a guarantee put up by a guarantee company.  In return, the Company has pledged its plant and equipment with carrying value of $776,916 and paid a counter guarantee of $146,700 to the guarantee company.  The guarantee charges payable to the guarantee company are calculated at 1.8% per
annum on the loan.
 
 The other loan of $1,202,940 is secured by the Company’s property with carrying value of $1,520,843.
 
 15.
Convertible loan payable
 
 On June 22, 2009, the Company obtained $300,000 financing from ONE for general corporate and working capital purpose.  The financing was in the form of convertible loan that carries interest at a rate of 10% per annum.  Interest was accrued commencing from September 1, 2009 and shall continue to accrue on a daily basis
until payment in full of the funding. The first repayment of $75,000 will be due on December 1, 2009 and the unpaid balance together with all accrued and unpaid interest thereon shall be due and payable on September 1, 2010 or later with a minimum payment of 1.5 times of the loan.  The settlement may be convertible at the election of ONE into shares of the Company common stock at a price of $0.5 per share.
 
 Since the convertible loan has beneficial conversion features, the conversion option of $165,000, valued separately by its intrinsic value, is recorded as an increase to additional paid-in capital and $135,000 is recognized as convertible loan.  The conversion option will be amortized into interest expense over the loan term.  $13,750
of the loan discount has been recognized as interest expense during the current period.
  F-16
 
 Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
  16.          Common stock and preferred stock
 
 Common stock
 
 On January 15, 2009, the Company issued 404,000 shares of its common stock to several management personnel of the Company in return for their services rendered (Note 18).  On the same day, the Company issued 763,700 shares of its common stock pursuant to the exercise of 763,700 warrants with an exercise price of $0.001 per share
previously granted to certain consultants (Note 18).  The Company received proceeds of $764.
  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 provided the holder with the right to vote 1,000 votes on all matters submitted to a vote of the shareholders of the Company
and be convertible into 1,000 shares of the Company’s common stock.  The preferred stock is non-participating and carries no dividend.
 
 17.
Statutory reserve
 
 The Company’s statutory reserve comprise statutory reserve fund of Sanming Huajian.  In accordance with the relevant laws and regulations of the PRC, Sanming Huajian and Fujian Green Planet are required to set aside at least 10% of their after-tax net profit each year, if any, to fund the statutory reserve until the
balance of the reserve reaches 50% of their respective registered capital.  The statutory reserve is not distributable in the form of cash dividends and can be used to make up cumulative prior year losses.
 
 18.
Stock-based compensation
 
 During the nine-month periods endedSeptember 30, 2009, the Company recognized total non-cash stock-based compensation of $13,130 in connection with 404,000 shares of common stocks issued to several management personnel
of the Company in return for their services rendered (Note 16).  $12,318, $487 and $325 of the stock-based compensation were charged to the statement of income and comprehensive income as administrative expenses, research and development expenses and selling expenses respectively.
 
 The Company granted certain consultants warrants to purchase in aggregate 5,578,333 shares of its common stock in year 2008.  The exercise price of 4,718,333 warrants granted in October 2008 is $0.001 while the remaining 860,000 warrants granted in December 2008 is $0.01. All warrants were fully vested on the date of grant and
will expire in 5 years from the respective date of grant.
 
 The aggregate fair value of the warrants granted was $169,739 at the dates of grant, which was determined using the Black-Scholes option valuation model with the following assumptions: risk-free interest rate of 3.61% to 4.56%, volatility of 60%, nil expected dividends and expected life of 5 years.  The Company recognized the
total charge of $169,739 in the statement of income and comprehensive income during the year ended December 31, 2008.
  F-17
  Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
 
 18.
Stock-based compensation (Cont’d)
 
 The warrants activity during thenine-month period endedSeptember 30, 2009 is as follows:
 
 Number of warrantsOutstanding








Outstandingas of





Granted/


as ofExercise


January





forfeited/


SeptemberMonth of grant

price



1, 2009


Exercised


cancelled



30, 2009October 2008

$
0.001



4,718,333



(763,700
)


—



3,954,633December 2008

$
0.01



860,000



—



—



860,0005,578,333



(763,700
)


—



4,814,633
  19.
Defined contribution plan
 
 Pursuant to the relevant PRC regulations, the Company is required to make contributions at a rate of 29% of the average salaries for the latest fiscal year-end of Fujian Province to a defined contribution retirement scheme organized by a state-sponsored social insurance plan in respect of the retirement benefits for the Company’s
employees in the PRC.  The only obligation of the Company with respect to retirement scheme is to make the required contributions under the plan.  No forfeited contribution is available to reduce the contribution payable in the future years.  The defined contribution plan contributions were charged to the statement of income and comprehensive income.
 
 The Company contributed $35,811 and $33,776 to the scheme for the nine-month periods ended September 30, 2009 and 2008 respectively.
 
 20.
Commitments and contingencies
 
 (a)           Capital commitments
 
 (i)
As of September 30, 2009 and December 31, 2008, the Company had capital commitment of $83,326 and $53,545 respectively in respect of the acquisition of property, plant and equipment that were contracted but not provided for in the financial statements.
 
 (ii)
As of September 30, 2009 and December 31, 2008, the Company had capital commitment of $220,050 and $161,370 respectively in respect of the acquisition of intangible assets that were contracted but not provided for in the financial statements.
 
 The deposits for the acquisition of intangible assets represent prepayments to certain academic institutions to acquire new technologies, which are still in progress and not ready for use at the respective balance sheet dates. The amounts will be transferred to intangible assets for amortization upon completion of the development.
  F-18
  Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 (Stated in US Dollars)
 
 20.
Commitments and contingencies (Cont’d)
 
 (b)          Operating lease arrangements
 
 As of September 30, 2009, the Company had three non-cancelable operating leases for its office premises and lands.  The leases will expire at various dates through year 2010 to 2039 and the expected payments as of September 30, 2009 were $52,316,521. The main part of the 30 year payments pertains to the Company’s use of
the operating leases for the new product portfolio, of which part is already paid with the land use rights payments.
 
 The rental expenses relating to the operating leases were $15,832 and $8,387 for the nine-month periods ended September 30, 2009 and 2008 respectively. The lower cost of raw materials will fully or partially offset the cost for the new operating leases.
 
 (c)           Escrow agreement
 
 The Company has deposited 35% of the ONE’s shares issued to it pursuant to the Preferred Share Purchase Agreement to an escrow (Note 1).  In the event the Company’s EBITDA for fiscal year 2009 is less than the Company’s EBITDA for fiscal 2008, the number of shares of ONE’s stock issued to the Company shall
be proportionately reduced.
 
 21.
Segment information
 
 The Company uses the “management approach” in determining reportable operating segments.  The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s
reportable segments.  The Company is solely engaged in the manufacture, marketing, sale and distribution of extracts from tobacco leaves residues.  Since the nature of the products, their production processes, the type of their customers and their distribution methods are substantially similar, management considers they are as a single reportable segment under SFAS 131 “Disclosures about Segments of an Enterprise and Related Information”.
 
 All of the Company’s long-lived assets and revenues classified based on customers are located in the PRC.
 
 22.
Related party transactions
 
 Apart from the transactions as disclosed in notes 3, 11, 13 and 15 to the condensed consolidated financial statements, during the nine-month periods ended September 30, 2009 and 2008, the Company paid rental expenses of $2,638 and $2,580 respectively to a related company in which a stockholder, who is also the director of the Company,
has a beneficial interest.
 
 23.
Subsequent event
 
 The Company has evaluated all other subsequent event through November 13, 2009, the date these financial statements were issued, and determined that there were no subsequent events or transactions that required recognition or disclosure in the financial statements.
  F-19




Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations





Overview




Green Planet Bioengineering Co., Limited (“Green Planet”) (formally Mondo Acquisition II, Inc.) was incorporated in the State of Delaware on October 30, 2006. Since inception, we have been engaged in organizational efforts to obtain initial financing. We were formed as a vehicle to pursue a business combination through the
acquisition of, or merger with, an operating business. We filed a registration statement on Form 10-SB with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2007, and since its effectiveness, we have focused our efforts to identify a possible business combination. On October 2, 2008, we changed our name to Green Planet.





On October 24, 2008 (“Closing Date”), we executed and consummated a Share Exchange Agreement by and among (i) Elevated Throne Overseas Ltd., a British Virgin Islands limited liability company 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”); (ii) the stockholders of 100% of Elevated Throne Overseas Ltd.’s common stock (the “Elevated Throne Overseas Ltd.’s Shareholders”); and (iii) our then-controlling stockholder, Cris Neely (who owned 93.5%). Prior to the Share Exchange Agreement, Mr. Min Zhao and Ms. Min Yan Zheng were the controlling persons of Elevated Throne Overseas Ltd. (100%).  At closing, we acquired control of Elevated Throne Overseas
Ltd., by issuing to the Elevated Throne Overseas Ltd.’s Shareholders (Mr. Zhao and Ms. Zheng) 14,141,667 shares of our Common Stock in exchange for all of the outstanding capital stock of Elevated Throne Overseas Ltd. (the “Transaction”). Immediately after the Closing Date of this transaction, we had a total of 15,141,667 shares of common stock outstanding, with the Elevated Throne Overseas Ltd.’s Shareholders owning approximately 93.40% of our outstanding common stock, and the balance
held by those who held the common stock prior to the Closing Date. Upon closing of the Transaction, Mr. Min Zhao and Ms. Min Yan Zheng became our controlling shareholders and we no longer were a “blank check” company.





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. The PRC restructuring
transaction closed as of October 24, 2008. Fujian Green Planet Bioengineering Co., Ltd. is required under the agreements to complete additional post-closing steps required 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. The Company has applied for an extension
of the contribution period to December 31, 2009 with the relevant government bureau and contributed $300,000 to Fujian Green Planet Bioengineering Co., Ltd. on September 7, 2009.




5





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 “blank check” company in the development stage. From and after the Closing Date of the Share Exchange Agreement, we are no longer a “blank check” company and our primary operations consist of the business and operations of Sanming Huajian Bio-Engineering Co., Ltd., which are conducted in China.





On July 22, 2009, Green Planet announced that majority control of the Company had been acquired by ONE Holdings, Corp. (“ONE”). ONE acquired in a series of transactions approximately 80% of the outstanding shares of common stock of Green Planet on a fully diluted basis. The transactions involved the acquisition of common shares
and warrants from the majority shareholders of Green Planet and the acquisition by ONE of 5,101 Class A Preferred Shares of Green Planet. As a result of these transactions, ONE has become the majority shareholder of Green Planet and based upon the number of shares outstanding and assuming conversion of the Green Planet preferred stock into common stock, ONE would own approximately 83% of Green Planet’s shares.  Green Planet owns 100% of FuJian Green Planet Bioengineering Co., Ltd., a WFOE, that
through a series of contractual arrangements has effective control of the business and operations of and has an irrevocable option to purchase the equity and/or assets of Sanming Huajian Bio-Engineering Co., Ltd. (a PRC company), a green process manufacturer of high quality health supplements, organic fertilizers and pesticides.  Consequently, Green Planet effectively controls the business and operations of Sanming Huajian Bio-Engineering Co., Ltd.


Business Overview





Green Planet headquartered in Aventura, FL with its main operations located in Sanming and Fuzhou, China, is a high-tech bioengineering enterprise that engages in research, development, production and sale of various organic health and agricultural products originating from residues of tobacco leaves. The Company’s primary products
are Coenzyme Q10 (“CoQ10”), a health supplement that supports the cardiovascular system and a patented organic health supplement called “Paiqianshu”. Paiqianshu comes in both liquid and tablet forms and it’s made from natural green barley shoot extraction. The Company operates R&D, manufacturing, and distribution of its products primarily in the PRC.





Results of Operations and Financial Condition





In this Section, the Company will discuss the following:  (i) results of operations and financial condition for the nine months ended September 30, 2009 versus the nine months ended September 30, 2008 and quarter ended September 30, 2009 versus quarter ended September 30, 2008; (ii) liquidity and capital resources; (iii) a discussion
of the Company’s risk factors; and (iv) Company’s critical accounting policies.




6





Nine Months Ended September 30, 2009 versus September 30, 2008





Net Sales


The Company generated net sales of $7,929,710 for the nine months ended September 30, 2009 compared to $7,501,285 for the nine months ended September 30, 2008, an increase of $428,425 or 6%. The increase in sales is due to a continued focus on driving customer value through all product lines. In addition, the company took advantage of
a shift in the product and customer mix combined with a broader product portfolio which also contributed to the increase in sales. The Company continues to experience an increase in demand for its broad product portfolio which caters to a higher number of customers.




Cost of Sales


Cost of sales was $3,419,354 for the nine months ended September 30, 2009 compared to $2,888,249 for the nine months ended September 30, 2008, an increase of $531,105. The increase is due to the higher net sales and broader product lines. We experienced a relatively stable raw material pricing during the two measuring periods. Furthermore,
the Company has strong relationships with its vendors.




Gross profit


The gross profit for the nine months ended September 30, 2009 was $4,510,356 compared to $4,613,036 for the same period of last year, a decrease of $102,680 (or 2%). The gross profit margin was 57% and 61% for the nine months ended September 30, 2009 and 2008, respectively.The Companycontinues
to show stability in its market pricing as well as continuity in its manufacturing operations. The main reason for the lower gross profit is due to a temporary change in customer and product mix.





Operating Income


The operating income amounted to $3,482,892 for the nine months ended September 30, 2009 compared to $3,667,119 for same period in 2008, which is a decrease of 5%.





Selling Expenses


Selling expenses totaled $119,134 and $184,452 for the nine months ended September 30, 2009 and September 30, 2008, respectively. The main cost drivers were personnel costs, travel and costs related to various marketing campaigns. The Company has not added any sales staff compared to the same period of last year.





Administrative Expenses


Administrative expenses amounted to $708,666 and $595,164 for the nine months ended September 30, 2009 and September 30, 2008, respectively. The main expenses were attributable to management and staff, accounting, audit fees and facilities expenses. The main reasons for the increase are attributable to various public company expenses such
as legal advice, audit fees, and filing fees. In addition, the Company reported a non-cash impacting stock issuance cost of $12,318 in the quarter ended March 31, 2009.




7




Research and Development Expenses


Research and development (R&D) expenses totaled $199,664 and $166,301 for the nine months ended September 30, 2009 and September 30, 2008 respectively. The increase in R&D expenses is due to costs associated with new product offerings. The Company’s efforts to broaden and strengthen its product portfolio will continue, however,
at a pace that is consistent with the economy and the increasing sales activities.





Income Taxes


Income tax is accounted for using the tax effect accounting method, whereby the income tax expense of the current period is determined based on the total amount of the income tax payable for the period and the amount of the tax effect of timing differences. The liability method is used in determining the tax effect of the timing differences.
The Company records its income taxes based on the requirements of ASC 740, previously SFAS No. 109, “Accounting for Income Taxes,” which includes an estimate of taxes payable or refundable for the current period and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns.





Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The management periodically assesses the deferred tax assets and the adequacy of deferred tax liabilities, including
the results of local, state, federal tax audits or estimates and judgments used.





The Company operates in the People’s Republic of China and is subject to its tax laws. In accordance with the relevant tax laws and regulations of the People’s Republic of China, the enterprise income tax rate has been revised to 25% across the board for all enterprises, whether domestic or foreign-owned from 33% with effect
from January 1, 2008. The Company is subject to the United States of America Tax law at a tax rate of 40.7%. No provision for the US federal income taxes has been made as the Company had no taxable income in this jurisdiction for the reporting periods.




Net Income


The net income for the Company was $2,532,781 and $2,702,709 for the nine months ended September 30, 2009 and September 30, 2008 respectively. The net profit margin was 32% and 36% for the same periods, respectively. The Company continues to show a strong profit margin despite challenging economic conditions.




Three Months Ended September 30, 2009 versus September 30, 2008





Net Sales


The Company generated net sales of $3,462,341 for the three months ended September 30, 2009 compared to $2,634,409 for the three months ended September 30, 2008, an increase of $827,932 or 31%. The increase in sales is mainly due to a broader product line which caters to a higher number of customers.  Additionally, the Company
received the benefit of certain sales orders related to the new products which shipped in the current quarter.  The Company anticipates demand for the broader product line to continue into the following quarter.




8


Cost of Sales


Cost of sales was $1,578,081 for the three months ended September 30, 2009 compared to $1,044,896 for the three months ended September 30, 2008, an increase of $533,185. The increase is due to a higher volume in sales and the change in product and customer mix. We experienced a stable raw material pricing during the two measuring periods.
Furthermore, the Company has strong relationships with its vendors.





Gross profit


The gross profit for the three months ended September 30, 2009 was $1,884,260 compared to $1,589,513 for the same period of last year, an increase of $294,747 (or 19%). The gross profit margin was 54% and 60% for the three months ended September 30, 2009 and 2008, respectively. The Companycontinues
to show stability in its market pricing as well as continuity in its manufacturing operations. The main reason for the lower gross profit is due to a change in customer and product mix.





Operating Income


The operating income amounted to $1,501,203 for the quarter ended September 30, 2009 compared to $1,218,137 for same quarter in 2008, which is an increase of 23%.





Selling Expenses


Selling expenses totaled $42,577 and $66,524 for the three months ended September 30, 2009 and September 30, 2008, respectively. The main cost drivers were personnel costs, travel and costs related to various marketing campaigns. The Company has not added any sales staff compared to the same period of last year. In addition, the Company
made efforts to lower expenses in line with the economic and market driven volumes.





Administrative Expenses


Administrative expenses amounted to $213,855 and $247,785 for the three months ended September 30, 2009 and September 30, 2008, respectively. The main expenses were attributable to management and staff, accounting, audit fees and facilities expenses. The main reasons for the decrease are attributable to cost containment programs initiated
by the Company.





Research and Development Expenses


Research and development (R&D) expenses totaled $126,625 and $57,067 for the three months ended September 30, of 2009 and September 30, 2008 respectively. The increase in R&D expenses is due to a broader product line. The Company’s efforts to broaden and strengthen its product portfolio will continue, however, at a pace that
is consistent with the economy and the increasing sales activities.




Income Taxes


Income tax is accounted for using the tax effect accounting method, whereby the income tax expense of the current period is determined based on the total amount of the income tax payable for the period and the amount of the tax effect of timing differences. The liability method is used in determining the tax effect of the timing differences.
The Company records its income taxes based on the requirements of ASC 740, previously SFAS No. 109, “Accounting for Income Taxes,” which includes an estimate of taxes payable or refundable for the current period and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns.




9




Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The management periodically assesses the deferred tax assets and the adequacy of deferred tax liabilities, including
the results of local, state, federal tax audits or estimates and judgments used.





The Company operates in the People’s Republic of China and is subject to its tax laws. In accordance with the relevant tax laws and regulations of the People’s Republic of China, the enterprise income tax rate has been revised to 25% across the board for all enterprises, whether domestic or foreign-owned from 33% with effect
from January 1, 2008. The Company is subject to the United States of America Tax law at a tax rate of 40.7%.  No provision for the US federal income taxes has been made as the Company had no taxable income in this jurisdiction for the reporting periods.





Net Income


The net income for the Company was $1,074,199 and $885,579 for the three months ended September 30, 2009 and September 30, 2008 respectively. The net profit margin was 31% and 34% for the same periods, respectively. The increase in net income is mainly due to higher sales volume and lower administrative and selling expenses. In addition,
the Company’s product and customer mix shifted slightly which contributed to a higher R&D cost which offset some of the gain in volume and expense reduction.





Liquidity and Capital Resources


The Company’s working capital and long-term funding primarily comes from operating cash flow and loans, while the financial resources are used in capital expenditures, operating activities and repayment of loans. Net cash flow used in operating activities amounted to $1,369,110 for the nine months ended September 30, 2009 compared
to net cash flow provided by operating activities of $1,858,178 for same period in 2008. The lower cash inflow is mainly due to $4,376,185 prepayments of land to be used for the Company’s operations. The Company’s trade receivables totaled $3,824,262 as of September 30, 2009 compared to $4,346,403 for the same period in 2008. No allowance for doubtful debts was provided for the nine months ended September 30, 2009. The Company believes it has a strong and loyal customer base. The inventory amounted
to $636,276 and $431,569 as of September 30, 2009 and September 30, 2008 respectively. The higher inventory level is due to expected increased sales volumes. The main part of the inventory as of September 30, 2009 consists of raw material $300,383. Future operations are estimated to be funded by the Company’s net income. In addition, the Company is working aggressively to reduce its accounts receivables to further strengthen its cash position. The main part of the Company’s cash outflow is estimated
to pertain to R&D and administrative expenses. In addition, based on the demand for the Company’s products, the Company plans to add necessary equipment to its manufacturing facility to match the market demand. However, this will be in strong correlation with the product demand factor and the Company’s cash inflow.  The Company has negotiated two loans totaling $1,863,090, both of which carry interest at the annual rate of 7.434%.  As further described in note 14 to the condensed
consolidated financial statement, the loans are secured by the Company’s property, plant and equipment and a guarantee put up by a guarantee company. Additionally, the Company obtained a $300,000 financing from ONE for general corporate and working capital purpose.  The financing, as further described in note 15 to the condensed consolidated financial statement, was in the form of a convertible loan that carries interest at a rate of 10% per annum. During the nine months ended September 30, 2009,
the Company made an arrangement with the government to move part of the land use rights to operating leases for other pieces of land to promote its newer product portfolio.  The carrying value of $5,831,325 was transferred to prepayments for the new land leases. As further described in note 9 to the condensed consolidated financial statement, the new operating leases commenced on July 1, 2009 and will be paid over 30 years.  The lower cost of raw materials will fully or partially offset the
cost for the new operating leases. To further boost the Company’s future liquidity, the Company issued to ONE 5,101 of its series A preferred shares and received in return 5,024,038 common of ONE’s stock valued at $5,000,000. As these shares mature, the Company may liquidate in an orderly fashion these shares to further boost its liquidity.




10




Subsequent Event





None




Foreign Currency Translation


The Company’s operating entity, Sanming Huajian Bio-Engineering Co., Ltd.maintains its financial statements in the functional currency of the People’s Republic of China, which is the “Renminbi” (RMB). Monetary assets and liabilities
denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.





For financial reporting purposes, the financial statements are prepared using the functional currency Renminbi, which have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates, revenue and expenses are translated at the average exchange rates and stockholders’
equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.





Exchange Rates

9/30/2009


9/30/2008Fiscal period/year end RMB : US$ exchange rate

6.82


6.84Average period/yearly RMB : US$ exchange rate

6.82


7.05The RMB: US$ exchange rate as of December 31, 2008 was 6.85.




11




RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.





Significant Estimates





Critical accounting polices include the areas where we have made what we consider to be particularly subjective or complex judgments in making estimates and where these estimates can significantly impact our financial results under different assumptions and conditions.





We prepare our financial statements in conformity with accounting principles generally accepted 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 the information available. 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.





Recent Accounting Pronouncements





FASB Accounting Standards Codification (Accounting Standards Update “ASU” No. 2009-1)





In June 2009, the FASB approved its Accounting Standards Codification (“Codification”) as the single source of authoritative United States accounting and reporting standards applicable for all non-governmental entities, with the exception of the SEC and its staff. The Codification is effective for interim or annual financial
periods ending after September 15, 2009 and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification.





As a result of the Company’s implementation of the Codification during the current quarter, previous references to new accounting standards and literature are no longer applicable.





Noncontrolling Interests (Included in amended Topic ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements”, an amendment of ARB No. 51)





The amended topic establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements.
The adoption of this amended topic has no material impact on the Company’s financial statements.




12




Business Combinations (Included in amended Topic ASC 805 “Business Combinations”, previously SFAS No. 141(R))





This ASC guidance addresses the accounting and disclosure for identifiable assets acquired, liabilities assumed, and noncontrolling interests in a business combination. The adoption of this amended topic has no material impact on the Company’s financial statements.





Intangibles - Goodwill and Other (Included in amended Topic ASC 350, previously FASB Staff Position (“FSP”) No. 142-3 “Determination of the Useful Life of Intangible Assets”)





The amended topic amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets. This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset
acquisitions.  The amended topic is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Early adoption is prohibited. The adoption of this amended topic has no material effect on the Company’s financial statements.





Business Combinations (Included in amended Topic ASC 805, previously FSP No. 141R-1 “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies”)





Amended topic ASC 805 amends the requirements for the provisions for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations. The amended topic eliminates the distinction between contractual and non-contractual contingencies,
including the initial recognition and measurement criteria and instead carries forward most of the provisions for acquired contingencies. The amended topic is effective for contingent assets and contingent liabilities acquired. The adoption of this amended topic has no material effect on the Company’s financial statements.





Fair Value Measurements and Disclosures (Included in amended Topic ASC 820, previously FSP No. 157-4 “Determining Whether a Market is Not Active and a Transaction Is Not Distressed”)





The amended topic clarifies when markets are illiquid or that market pricing may not actually reflect the “real” value of an asset. If a market is determined to be inactive and market price is reflective of a distressed price then an alternative method of pricing can be used, such as a present value technique to estimate fair
value. The amended topic identifies factors to be considered when determining whether or not a market is inactive. The amended topic is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009 and shall be applied prospectively. The adoption of this amended topic has no material effect on the Company’s financial statements.





Financial Instruments (Included in amended Topic ASC 825, previously FSP No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” and SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”)




13





In April 2009, the FASB issued the amended topic to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. In addition, the amended topic requires those disclosures in summarized financial information at interim reporting periods.
The amended topic is effective for interim periods ending after June 15, 2009, with earlier adoption permitted for periods ending after March 15, 2009. The adoption of this amended topic does not have a material impact on the Company’s financial statements.





Investments - Debt and Equity Securities - Overall - Transition and Open Effective Date Information (Included in amended Topic ASC 320, previously FSP No. 115-2 and SFAS No. 124-2 “Recognition and Presentation of Other-Than-Temporary Impairments”)





The amended topic amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities through increased consistency in the timing of impairment recognition and enhanced disclosures related to the credit and noncredit components of impaired debt securities that are not expected to be sold. In addition, increased disclosures
are required for both debt and equity securities regarding expected cash flows, credit losses, and securities with unrealized losses. The adoption of this amended topic has no material impact on the Company’s financial statements.





Subsequent Events (Included in amended Topic ASC 855 “Subsequent Events”, previously SFAS No. 165)





The amended topic establishes accounting and disclosure requirements for subsequent events. The amended topic details the period after the balance sheet date during which the Company should evaluate events or transactions that occur for potential recognition or disclosure in the financial statements, the circumstances under which the Company
should recognize events or transactions occurring after the balance sheet date in its financial statements and the required disclosures for such events. The Company adopted this amended topic effective June 1, 2009.





Accounting for Transfers of Financial Assets (Included in amended Topic ASC 860 “Transfers and Servicing”, previously SFAS No. 166 “Accounting for Transfers of Financial Assets - an Amendment of FASB Statement No. 140”)





The amended topic addresses information a reporting entity provides in its financial statements about the transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. Also, the amended topic removes
the concept of a qualifying special purpose entity, limits the circumstances in which a transferor derecognizes a portion or component of a financial asset, defines participating interest and enhances the information provided to financial statement users to provide greater transparency. The amended topic is effective for the first annual reporting period beginning after November 15, 2009 and will be effective for us as of January 1, 2010. The management is in the process of evaluating the impact of adopting this
amended topic on the Company’s financial statements.




14




Consolidation of Variable Interest Entities - Amended (Included in amended Topic ASC 810 “Consolidation”, previously SFAS 167 “Amendments to FASB Interpretation No. 46(R)”)





The amended topic require an enterprise to perform an analysis to determine the primary beneficiary of a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and to eliminate the quantitative approach previously required for determining the primary beneficiary
of a variable interest entity. The amended topic also requires enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity. The amended topic is effective for the first annual reporting period beginning after November 15, 2009 and will be effective for us as of January 1, 2010. The management is in the process of evaluating the impact of adopting this amended topic on the Company’s financial
statements.





In August 2009, the FASB issued ASU No. 2009-05, an update to ASC 820 “Fair Value Measurements and Disclosures”. This update provides amendments to reduce potential ambiguity in financial reporting when measuring the fair value of liabilities. Among other provisions, this update provides clarification that in circumstances in
which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the valuation techniques described in ASU No. 2009-05. ASU No. 2009-05 will become effective for the Company’s annual financial statements for the year ending December 31, 2009. The management is in the process of evaluating the impact of adopting this ASU on the Company’s financial statements.





In October 2009, the FASB issued ASU No. 2009-13 “Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements - A Consensus of the FASB Emerging Issues Task Force”. This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration
should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. The Company will be required to apply this guidance prospectively for revenue
arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted. The management is in the process of evaluating the impact of adopting this ASU on the Company’s financial statements.




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





The Company operates in the People’s Republic of China, of which has its own currency.  This may cause the Company to experience and be exposed to different market risks such as changes in interest rates and currency deviations.





15





Item 3
Quantitative and Qualitative Disclosures about Market Risk

Not Applicable


Item 4
Controls and Procedures


Disclosure Control and Procedures





Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934, or the “Exchange Act,” is recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms.  Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure.





The Company’s management with the participation of the Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2009.  Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial
Officer concluded that the Company’s disclosure controls and procedures were effective and designed to ensure that material information required to be disclosed by the Company in the reports that if files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and regulations and accumulated and communicated to them as appropriate to allow timely decisions regarding required disclosure.





Management’s Report on Internal Control over Financial Reporting





Management is responsible for establishing and maintaining adequate “internal control over financial reporting” as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer
and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:





i.

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;





ii.

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and




16




iii.

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.





As of December 31, 2008 and as reported in our 10-K filing, management used the framework set forth in the report entitled “Internal Control – Integrated Framework” published by the Committee of Sponsoring Organizations of the Tread way commission to evaluate the effectiveness of our internal control over financial reporting.  Based
on its evaluation, our management concluded that at December 31, 2008 there is a material weakness in internal control over financial reporting.  A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.





The Company’s material weakness in its internal control over financial reporting relates to the monitoring and review of work performed in the preparation of audit and financial statements, footnotes, and financial data provided to the Company’s registered public accounting firm in connection with the annual audit.  All
of our financial reporting is carried out by the finance manager and experienced outside consultants. The lack of accounting staff results in a lack of segregation of duties necessary for an effective system of internal control.  The material weakness identified did not result in the restatement of any previously reported financial statements for 2008 or any other related financial disclosure, nor does management believe that it had any effect on the accuracy of the Company’s financial statements
for the current reporting period.





In order to mitigate this material weakness to the fullest extent possible, all quarterly and annual financial reports are reviewed by the Chief Executive Officer and the Board of Directors for reasonableness.  All unexpected results are investigated.  At any time, if it appears that any control can be implemented to
continue to mitigate such weakness, it is immediately implemented.  We intend to implement appropriate procedures for monitoring and review the work performed by our finance manager and outside consultants. The Company is seeking a permanent placement for the Chief Financial Officer position.





During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.




17
  Part II
OTHER INFORMATIONItem 1
Legal ProceedingsNone


Item 2
Market for Common Equity and Related Stockholder Matters




The Company’s common stock is not traded on any exchange and is not available on any quotation system. There has not been any sale of any unregistered securities for the period ended September 30, 2009.




Item 3
Defaults upon Senior SecuritiesNoneItem 4
Submission of Matters to a Vote of Security HoldersNoneItem 5
Other InformationNoneItem 6
Exhibits(a)
Exhibits


31
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
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





(b)
Reports on form 8-K





The Company filed the following report on Form 8-K during the quarter for which the report is filed.





1. Form 8-K filed on July 27, 2009 to announce that ONE Holdings, Corp. acquired  majority control (83%) of the Company.





2.  Form 8-K filed on September 2, 2009 announcing $300,000 financing arrangement with ONE Holdings, Corp. to be used for general corporate and working capital request.




18




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 14th day of November, 2009.




GREEN PLANET BIOENGINEERING CO., LTD.Date: November 14, 2009
By:
/s/ Min ZhaoMin ZhaoChief Executive Officer(Principal Executive Officer and PrincipalFinancial Officer)