----

----

|   |
|--------|
|   |  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)                                               |
|                                                                |   |   |

|   |   |   |   |   |   |
|--------|--------|--------|--------|--------|--------|
| Yes:   | x      |   | No:    | o      |   |

|   |   |   |   |   |   |
|--------|--------|--------|--------|--------|--------|
| Yes:   | o      |   | No:    | x      |   |

----

|         |   |                                                                                                                                                 |   |       |
|--------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------|
|         |   |                                                                                                                                                 |   | PageNumber |
| PART      I  |   | FINANCIAL      INFORMATION                                                                                                                           |   |       |
|         |   |                                                                                                                                                 |   |       |
| Item      1  |   |                                                                                                                                                 |   |       |
|         |   |                                                                                                                                                 |   |       |
|         |   | Condensed      Consolidated Statements of Income and Comprehensive Income for the Three      and Six Months Ended June 30, 2009 and 2008 (Unaudited) |   | F-1        |
|         |   |                                                                                                                                                 |   |       |
|         |   | Condensed      Consolidated Balance Sheet as of June 30, 2009 (unaudited) and December      31, 2008                                                 |   | F-2        |
|         |   |                                                                                                                                                 |   |       |
|         |   | Condensed      Consolidated Statements of Cash Flows for the Six Months Ended June 30,      2009 and 2008 (Unaudited)                                |   | F-3        |
|         |   |                                                                                                                                                 |   |       |
|         |   | Notes      to Condensed Consolidated Financial Statements                                                                                            |   | F-4-F-17   |
|         |   |                                                                                                                                                 |   |       |
| Item      2  |   | Management’s      Discussion and Analysis of Financial Condition and Results of      Operations                                                |   | 4          |
|         |   |                                                                                                                                                 |   |       |
| Item      3  |   | Quantitative      and Qualitative Disclosures about Market Risk                                                                                      |   | 13         |
|         |   |                                                                                                                                                 |   |       |
| Item      4  |   | Controls      and Procedures                                                                                                                         |   | 13         |
|         |   |                                                                                                                                                 |   |       |
| PART      II |   | OTHER      INFORMATION                                                                                                                               |   |       |
|         |   |                                                                                                                                                 |   |       |
| Item      1  |   | Legal      Proceedings                                                                                                                               |   | 15         |
|         |   |                                                                                                                                                 |   |       |
| Item      2  |   | Market      for Common Equity and Related Stockholder Matters                                                                                        |   | 15         |
|         |   |                                                                                                                                                 |   |       |
| Item      3  |   | Defaults      upon Senior Securities                                                                                                                 |   | 15         |
|         |   |                                                                                                                                                 |   |       |
| Item      4  |   | Submission      of Matters to a Vote of Security Holders                                                                                             |   | 15         |
|         |   |                                                                                                                                                 |   |       |
| Item      5  |   | Other      Information                                                                                                                               |   | 15         |
|         |   |                                                                                                                                                 |   |       |
| Item      6  |   | Exhibits                                                                                                                                             |   | 15         |
|         |   |                                                                                                                                                 |   |       |
| SIGNATURES   |   | 16                                                                                                                                                   |

----

----

----

|                                                                      |   |            |
|---------------------------------------------------------------------------|--------|-----------------|
|                                                                      |   | Pages           |
|                                                                      |   |            |
| Condensed      Consolidated Statements of Income and Comprehensive Income |   | F-1             |
|                                                                      |   |            |
| Condensed      Consolidated Balance Sheets                                |   | F-2             |
|                                                                      |   |            |
| Condensed      Consolidated Statements of Cash Flows                      |   | F-3             |
|                                                                      |   |            |
| Notes      to Condensed Consolidated Financial Statements                 |   | F-4      - F-17 |

----

|                                                                                 |   |                                |       |   |                              |   |       |        |   |   |        |   |
|--------------------------------------------------------------------------------------|--------|-------------------------------------|------------|--------|-----------------------------------|--------|------------|-------------|--------|--------|-------------|--------|
|                                                                                 |   | Three      months endedJune      30 |       |   | Six      months endedJune      30 |   |
|                                                                                 |   | 2009                                |       |   | 2008                              |   |       | 2009        |   |   | 2008        |   |
|                                                                                 |   | (unaudited)                         |       |   | (unaudited)                       |   |       | (unaudited) |   |   | (unaudited) |   |
|                                                                                 |   |                                |       |   |                              |   |       |        |   |   |        |   |
| Sales      revenue                                                                   |   | $                                   | 2,169,748  |   |                              | $      | 2,680,637  |        |   | $      | 4,467,369   |   |   | $ | 4,866,876 |   |
| Cost      of sales                                                                   |   |                                | (988,587   | )      |                              |   | (994,445   | )           |   |   | (1,841,273  | )      |   |   | (1,843,353 | ) |
|                                                                                 |   |                                |       |   |                              |   |       |        |   |   |        |   |   |   |   |   |
| Gross      profit                                                                    |   |                                | 1,181,161  |   |                              |   | 1,686,192  |        |   |   | 2,626,096   |   |   |   | 3,023,523 |   |
|                                                                                 |   |                                |       |   |                              |   |       |        |   |   |        |   |   |   |   |   |
| Operating      expenses                                                              |   |                                |       |   |                              |   |       |        |   |   |        |   |   |   |   |   |
| Administrative      expenses                                                         |   |                                | 267,760    |   |                              |   | 206,303    |        |   |   | 494,811     |   |   |   | 347,379 |   |
| Research      and development expenses                                               |   |                                | 36,573     |   |                              |   | 82,379     |        |   |   | 73,039      |   |   |   | 109,234 |   |
| Selling      expenses                                                                |   |                                | 35,362     |   |                              |   | 61,647     |        |   |   | 76,557      |   |   |   | 117,928 |   |
|                                                                                 |   |                                |       |   |                              |   |       |        |   |   |        |   |   |   |   |   |
|                                                                                 |   |                                | 339,695    |   |                              |   | 350,329    |        |   |   | 644,407     |   |   |   | 574,541 |   |
|                                                                                 |   |                                |       |   |                              |   |       |        |   |   |        |   |   |   |   |   |
| Income      from operations                                                          |   |                                | 841,466    |   |                              |   | 1,335,863  |        |   |   | 1,981,689   |   |   |   | 2,448,982 |   |
| Interest      income                                                                 |   |                                | 1,423      |   |                              |   | 3,027      |        |   |   | 1,672       |   |   |   | 4,890 |   |
| Subsidy      income                                                                  |   |                                | —    |   |                              |   | —    |        |   |   | —     |   |   |   | 42,552 |   |
| Finance      costs - Note 3                                                          |   |                                | (8,318     | )      |                              |   | (40,084    | )           |   |   | (8,406      | )      |   |   | (78,273 | ) |
|                                                                                 |   |                                |       |   |                              |   |       |        |   |   |        |   |   |   |   |   |
| Income      before income taxes                                                      |   |                                | 834,571    |   |                              |   | 1,298,806  |        |   |   | 1,974,955   |   |   |   | 2,418,151 |   |
| Income      taxes - Note 4                                                           |   |                                | (218,714   | )      |                              |   | (342,255   | )           |   |   | (516,373    | )      |   |   | (601,021 | ) |
|                                                                                 |   |                                |       |   |                              |   |       |        |   |   |        |   |   |   |   |   |
| Net      income                                                                      |   | $                                   | 615,857    |   |                              | $      | 956,551    |        |   | $      | 1,458,582   |   |   | $ | 1,817,130 |   |
|                                                                                 |   |                                |       |   |                              |   |       |        |   |   |        |   |   |   |   |   |
| Other      comprehensive (loss) income Foreign currency translation      adjustments |   |                                | (395       | )      |                              |   | 255,508    |        |   |   | (19,894     | )      |   |   | 676,580 |   |
|                                                                                 |   |                                |       |   |                              |   |       |        |   |   |        |   |   |   |   |   |
| Total      comprehensive income                                                      |   | $                                   | 615,462    |   |                              | $      | 1,212,059  |        |   | $      | 1,438,688   |   |   | $ | 2,493,710 |   |
|                                                                                 |   |                                |       |   |                              |   |       |        |   |   |        |   |   |   |   |   |
| Earnings      per share - Note 5                                                     |   |                                |       |   |                              |   |       |        |   |   |        |   |   |   |   |   |
| -      Basic                                                                         |   | $                                   | 0.04       |   |                              | $      | 0.07       |        |   | $      | 0.09        |   |   | $ | 0.13 |   |
|                                                                                 |   |                                |       |   |                              |   |       |        |   |   |        |   |   |   |   |   |
| -      Diluted                                                                       |   | $                                   | 0.03       |   |                              | $      | 0.07       |        |   | $      | 0.07        |   |   | $ | 0.13 |   |
|                                                                                 |   |                                |       |   |                              |   |       |        |   |   |        |   |   |   |   |   |
| Weighted      average number of shares outstanding:                                  |   |                                |       |   |                              |   |       |        |   |   |        |   |   |   |   |   |
| -      Basic                                                                         |   |                                | 15,589,367 |   |                              |   | 14,141,667 |        |   |   | 15,498,546  |   |   |   | 14,141,667 |   |
|                                                                                 |   |                                |       |   |                              |   |       |        |   |   |        |   |   |   |   |   |
| -      Diluted                                                                       |   |                                | 20,017,704 |   |                              |   | 14,141,667 |        |   |   | 19,984,454  |   |   |   | 14,141,667 |   |

----

|                                                                                                                                                                                                       |   |              |       |   |                  |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------|------------|--------|-----------------------|--------|
|                                                                                                                                                                                                       |   | June      30,2009 |       |   | December      31,2008 |   |
|                                                                                                                                                                                                       |   | (Unaudited)       |       |   |                  |   |
| ASSETS                                                                                                                                                                                                     |   |              |       |   |                  |   |
| Current      assets                                                                                                                                                                                        |   |              |       |   |                  |   |
| Cash      and cash equivalents                                                                                                                                                                             |   | $                 | 791,383    |   |                  | $      | 665,568 |   |
| Trade      receivables                                                                                                                                                                                     |   |              | 3,660,761  |   |                  |   | 4,346,403 |   |
| Deferred      taxes                                                                                                                                                                                        |   |              | 31,600     |   |                  |   | 31,643 |   |
| Other      receivables                                                                                                                                                                                     |   |              | 1,465      |   |                  |   | 51,841 |   |
| Inventories      - Note 6                                                                                                                                                                                  |   |              | 466,725    |   |                  |   | 431,569 |   |
| Prepayments      of operating lease - Note 10                                                                                                                                                              |   |              | 1,799,020  |   |                  |   | — |   |
|                                                                                                                                                                                                       |   |              |       |   |                  |   |   |   |
| Total      current assets                                                                                                                                                                                  |   |              | 6,750,954  |   |                  |   | 5,527,024 |   |
| Intangible      assets - Note 7                                                                                                                                                                            |   |              | 291,647    |   |                  |   | 159,159 |   |
| Property,      plant and equipment, net - Note 8                                                                                                                                                           |   |              | 3,243,317  |   |                  |   | 3,144,067 |   |
| Land      use rights - Note 9                                                                                                                                                                              |   |              | 1,050,552  |   |                  |   | 7,841,214 |   |
| Prepayments      of operating lease - Note 10                                                                                                                                                              |   |              | 5,840,955  |   |                  |   | — |   |
| Deferred      taxes                                                                                                                                                                                        |   |              | 8,964      |   |                  |   | 8,977 |   |
| Deposit      for acquisition of intangible assets - Note 18(a)(ii)                                                                                                                                         |   |              | 439,500    |   |                  |   | 161,370 |   |
|                                                                                                                                                                                                       |   |              |       |   |                  |   |   |   |
| TOTAL      ASSETS                                                                                                                                                                                          |   | $                 | 17,625,889 |   |                  | $      | 16,841,811 |   |
|                                                                                                                                                                                                       |   |              |       |   |                  |   |   |   |
| LIABILITIES      AND STOCKHOLDERS’ EQUITY                                                                                                                                                            |   |              |       |   |                  |   |   |   |
|                                                                                                                                                                                                       |   |              |       |   |                  |   |   |   |
| LIABILITIES                                                                                                                                                                                                |   |              |       |   |                  |   |   |   |
| Current      liabilities                                                                                                                                                                                   |   |              |       |   |                  |   |   |   |
| Trade      payables                                                                                                                                                                                        |   | $                 | 638,709    |   |                  | $      | 715,363 |   |
| Other      payables and accrued expenses - Note 11                                                                                                                                                         |   |              | 243,449    |   |                  |   | 1,262,011 |   |
| Amount      due to a related party - Note 12                                                                                                                                                               |   |              | 13,185     |   |                  |   | 11,443 |   |
| Amount      due to a stockholder - Note 12                                                                                                                                                                 |   |              | 4,287      |   |                  |   | 3,362 |   |
| Secured      loan from a financial institution - Note 13                                                                                                                                                   |   |              | 659,250    |   |                  |   | — |   |
| Loan      from government                                                                                                                                                                                  |   |              | —    |   |                  |   | 146,700 |   |
| Income      tax payable                                                                                                                                                                                    |   |              | 212,779    |   |                  |   | 301,197 |   |
| Deferred      revenue                                                                                                                                                                                      |   |              | 62,995     |   |                  |   | 63,081 |   |
|                                                                                                                                                                                                       |   |              |       |   |                  |   |   |   |
| Total      current liabilities                                                                                                                                                                             |   |              | 1,834,654  |   |                  |   | 2,503,157 |   |
|                                                                                                                                                                                                       |   |              |       |   |                  |   |   |   |
| TOTAL      LIABILITIES                                                                                                                                                                                     |   |              | 1,834,654  |   |                  |   | 2,503,157 |   |
|                                                                                                                                                                                                       |   |              |       |   |                  |   |   |   |
| COMMITMENTS AND      CONTINGENCIES - Note      18                                                                                                                                                          |   |              |       |   |                  |   |   |   |
|                                                                                                                                                                                                       |   |              |       |   |                  |   |   |   |
| STOCKHOLDERS’      EQUITY                                                                                                                                                                            |   |              |       |   |                  |   |   |   |
| Preferred      stock: par value of $0.001 per share, 10,000,000 shares authorized; none      issued and outstanding                                                                                        |   |              |       |   |                  |   |   |   |
| Common      stock: par value $0.001 per share - Note 14 - 250,000,000 shares      authorized; 15,589,367 and 14,421,667 issued and outstanding as of June      30, 2009 and December 31, 2008 respectively |   |              | 15,589     |   |                  |   | 14,422 |   |
| Additional      paid-in capital                                                                                                                                                                            |   |              | 5,128,901  |   |                  |   | 5,116,175 |   |
| Statutory      reserve - Note 15                                                                                                                                                                           |   |              | 848,550    |   |                  |   | 848,550 |   |
| Accumulated      other comprehensive income                                                                                                                                                                |   |              | 1,456,265  |   |                  |   | 1,476,159 |   |
| Retained      earnings                                                                                                                                                                                     |   |              | 8,341,930  |   |                  |   | 6,883,348 |   |
|                                                                                                                                                                                                       |   |              |       |   |                  |   |   |   |
| TOTAL      STOCKHOLDERS’ EQUITY                                                                                                                                                                      |   |              | 15,791,235 |   |                  |   | 14,338,654 |   |
|                                                                                                                                                                                                       |   |              |       |   |                  |   |   |   |
| TOTAL      LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                      |   | $                 | 17,625,889 |   |                  | $      | 16,841,811 |   |

----

|                                                                                        |   |                           |       |   |            |   |
|---------------------------------------------------------------------------------------------|--------|--------------------------------|------------|--------|-----------------|--------|
|                                                                                        |   | Six      months ended June 30, |       |
|                                                                                        |   | 2009(Unaudited)                |       |   | 2008(Unaudited) |   |
| Cash      flows from operating activities                                                   |   |                           |       |   |            |   |
|                                                                                        |   |                           |       |   |            |   |
| Net      income                                                                             |   | $                              | 1,458,582  |   |            | $      | 1,817,130 |   |
| Adjustments      to reconcile net income to net cash provided by operating      activities: |   |                           |       |   |            |   |   |   |
| Depreciation                                                                                |   |                           | 108,271    |   |            |   | 101,641 |   |
| Amortization      for intangible assets                                                     |   |                           | 28,456     |   |            |   | 18,085 |   |
| Amortization      for land use rights                                                       |   |                           | 11,676     |   |            |   | 11,302 |   |
| Deferred      taxes                                                                         |   |                           | —    |   |            |   | (5,086 | ) |
| Stock-based      compensation                                                               |   |                           | 13,130     |   |            |   | — |   |
|                                                                                        |   |                           |       |   |            |   |   |   |
| Changes      in operating assets and liabilities:                                           |   |                           |       |   |            |   |   |   |
| Trade      receivables                                                                      |   |                           | 680,549    |   |            |   | (581,486 | ) |
| Other      receivables                                                                      |   |                           | 50,419     |   |            |   | (1,418 | ) |
| Inventories                                                                                 |   |                           | (35,801    | )      |            |   | 296,027 |   |
| Prepayments      of operating lease                                                         |   |                           | (1,817,840 | )      |            |   | — |   |
| Trade      payables                                                                         |   |                           | (75,710    | )      |            |   | (120,404 | ) |
| Other      payables and accrued expenses                                                    |   |                           | (72,040    | )      |            |   | 4,143 |   |
| Amount      due to a related party                                                          |   |                           | 1,759      |   |            |   | 20,319 |   |
| Amount      due to a stockholder                                                            |   |                           | 925        |   |            |   | (28,368 | ) |
| Income      tax payable                                                                     |   |                           | (88,101    | )      |            |   | (83,096 | ) |
| Deferred      revenue                                                                       |   |                           | —    |   |            |   | (28,368 | ) |
|                                                                                        |   |                           |       |   |            |   |   |   |
| Net      cash flows provided by operating activities                                        |   |                           | 264,275    |   |            |   | 1,420,421 |   |
|                                                                                        |   |                           |       |   |            |   |   |   |
| Cash      flows from investing activities                                                   |   |                           |       |   |            |   |   |   |
|                                                                                        |   |                           |       |   |            |   |   |   |
| Payments      to acquire property, plant and equipment                                      |   |                           | (211,913   | )      |            |   | — |   |
| Payments      to acquire intangible assets                                                  |   |                           | —    |   |            |   | (1,560 | ) |
| Deposits      paid for acquisition of intangible assets                                     |   |                           | (439,800   | )      |            |   | — |   |
|                                                                                        |   |                           |       |   |            |   |   |   |
| Net      cash flows used in investing activities                                            |   |                           | (651,713   | )      |            |   | (1,560 | ) |
|                                                                                        |   |                           |       |   |            |   |   |   |
| Cash      flows from financing activities                                                   |   |                           |       |   |            |   |   |   |
|                                                                                        |   |                           |       |   |            |   |   |   |
| Issue      of common stock                                                                  |   |                           | 764        |   |            |   | — |   |
| Secured      loan from a financial institution                                              |   |                           | 659,700    |   |            |   | — |   |
| Repayments      of loan from government                                                     |   |                           | (146,500   | )      |            |   | — |   |
| Issue      of capital by Sanming Huajian                                                    |   |                           | —    |   |            |   | 625,290 |   |
|                                                                                        |   |                           |       |   |            |   |   |   |
| Net      cash flows provided by financing activities                                        |   |                           | 513,964    |   |            |   | 625,290 |   |
|                                                                                        |   |                           |       |   |            |   |   |   |
| Effect      of foreign currency translation on cash and cash    equivalents                 |   |                           | (711       | )      |            |   | 93,251 |   |
|                                                                                        |   |                           |       |   |            |   |   |   |
| Net      increase in cash and cash equivalents                                              |   |                           | 125,815    |   |            |   | 2,137,402 |   |
| Cash      and cash equivalents - beginning of period                                        |   |                           | 665,568    |   |            |   | 333,081 |   |
|                                                                                        |   |                           |       |   |            |   |   |   |
| Cash      and cash equivalents - end of period                                              |   | $                              | 791,383    |   |            | $      | 2,470,483 |   |
|                                                                                        |   |                           |       |   |            |   |   |   |
| Supplemental      disclosures for cash flow information:                                    |   |                           |       |   |            |   |   |   |
| Cash      paid for interest                                                                 |   | $                              | 8,174      |   |            | $      | 78,213 |   |
| Cash      paid for Income taxes                                                             |   | $                              | 599,456    |   |            | $      | 732,733 |   |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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. The remaining 85%      of Fuijian Green Planet’s registered capital is required to contribute      before July 17, 2010.                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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.                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 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 on May 7, 2009.                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 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, 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. |

----

|   |                                                                                                                           |
|--------|--------------------------------------------------------------------------------------------------------------------------------|
| 2.     | Summary      of significant accounting policies (Cont’d)                                                                 |
|   |                                                                                                                           |
|   | Concentrations      of credit      risk                                                                                        |
|   |                                                                                                                           |
|   | During      the reporting periods, customers represented 10% or more of the Company’s      sales revenue are as follows: |

|   |            |   | Six      months ended June 30, |      |
|--------|-----------------|--------|--------------------------------|-----------|
|   |            |   | 2009                           |      |   | 2008 |   |
|   |            |   | (Unaudited)                    |      |   | (Unaudited) |   |
|   |            |   |                           |      |   |   |   |
|   | Customer      A |   | $                              | 305,378   |   |   | $ | 876,602 |   |
|   | Customer      B |   |                           | 203,048   |   |   |   | 357,886 |   |
|   | Customer      C |   |                           | 726,510   |   |   |   | 775,054 |   |
|   | Customer      D |   |                           | 682,365   |   |   |   | 759,531 |   |
|   | Customer      E |   |                           | 532,733   |   |   |   | 470,138 |   |
|   | Customer      F |   |                           | 219,467   |   |   |   | 309,223 |   |
|   | Customer      G |   |                           | 614,052   |   |   |   | 780,397 |   |
|   |            |   |                           |      |   |   |   |   |   |
|   |            |   | $                              | 3,283,553 |   |   | $ | 4,328,831 |   |

|   | Details      of customers which represented 10% or more of the Company’s trade      receivables are: |
|--------|------------------------------------------------------------------------------------------------------------|

|   |            |   | June      30,2009 |      |   | December      31,2008 |   |
|--------|-----------------|--------|-------------------|-----------|--------|-----------------------|--------|
|   |            |   | (Unaudited)       |      |   |                  |   |
|   |            |   |              |      |   |                  |   |
|   | Customer      A |   | $                 | 184,260   |   |                  | $      | 531,047 |   |
|   | Customer      B |   |              | 215,591   |   |                  |   | 730,430 |   |
|   | Customer      C |   |              | 666,546   |   |                  |   | 700,614 |   |
|   | Customer      D |   |              | 586,869   |   |                  |   | 569,392 |   |
|   | Customer      E |   |              | 360,484   |   |                  |   | 547,006 |   |
|   | Customer      F |   |              | 227,476   |   |                  |   | 653,892 |   |
|   | Customer      G |   |              | 595,922   |   |                  |   | 614,022 |   |
|   |            |   |              |      |   |                  |   |   |   |
|   |            |   | $                 | 2,837,148 |   |                  | $      | 4,346,403 |   |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.     | Summary      of significant accounting policies (Cont’d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | Recently      issued accounting      pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | In      April 2009, the FASB issued FSP No. 141R-1 “Accounting for Assets Acquired      and Liabilities Assumed in a Business Combination That Arise from      Contingencies”. FSP 141R-1 amends the provisions in FASB Statement 141R      for the initial recognition and measurement, subsequent measurement and      accounting, and disclosures for assets and liabilities arising from      contingencies in business combinations. FSP 141R-1 eliminates the      distinction between contractual and non-contractual contingencies,      including the initial recognition and measurement criteria in Statement      141R and instead carries forward most of the provisions in SFAS 141 for      acquired contingencies. FSP 141R-1 is effective for contingent assets and      contingent liabilities acquired in evaluating the impact of SFAS 141(R).      The management is in the process of evaluating the impact of adopting this      FSP on the Company’s financial statements. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | In      April 2009, the FASB issued FSP No. 157-4 “Determining Whether a Market is      Not Active and a Transaction Is Not Distressed”. FSP No. 157-4 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. FSP No. 157-4 identifies factors to be considered      when determining whether or not a market is inactive. FSP No. 157-4 would      be 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 FSP has no material      impact on the Company’s financial statements.                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | In      April 2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2      “Recognition of Other-Than-Temporary Impairments”. FSP FAS No. 115-2 and      FAS No. 124-2 amends the other-than-temporary impairment guidance in SFAS      No. 115, Accounting for Certain Investments in Debt and Equity Securities,      for debt securities and the presentation and disclosure requirements of      other-than-temporary impairments on debt and equity securities in the      financial statements. FSP FAS No. 115-2 and FAS No. 124-2 is effective for      interim and annual reporting periods ending after June 15, 2009, with      early adoption permitted for periods ending after March 15, 2009. The      adoption of this FSP has no material impact on the Company’s financial      statements.                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | In      April 2009, the FASB issued FSP FAS 107-1 and APB 28-1 “Interim      Disclosures about Fair Value of Financial Instruments”. FSP FAS 107-1 and      APB 28-1 amends SFAS No. 107 “Disclosures about Fair Value of Financial      Instruments” 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 FSP amends APB      Opinion No. 28 “Interim Financial Reporting” to require those disclosures      in summarized financial information at interim reporting periods. The FSP      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 FSP has no material impact on the Company’s financial      statements.                                                                                      |

----

| 2.     | Summary      of significant accounting policies (Cont’d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | Recently      issued accounting pronouncements      (Cont’d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | In      May 2009, the FASB issued SFAS No. 165 “Subsequent Events”,      which sets forth general standards of accounting for and disclosure of      events that occur after the balance sheet date but before financial      statements are issued or are available to be issued. SFAS 165 became      effective after June 15, 2009. The adoption of this SFAS has no material      impact on the Company’s financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | In      June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of      Financial Assets”. SFAS 166 removes the concept of a qualifying      special-purpose entity (QSPE) from SFAS No. 140, Accounting for Transfers      and Servicing of Financial Assets and Extinguishment of Liabilities and      removes the exception from applying FIN 46R. This statement also clarifies      the requirements for isolation and limitations on portions of financial      assets that are eligible for sale accounting. This statement is effective      for fiscal years beginning after November 15, 2009. The management is in      the process of evaluating the impact of adopting this standard on the      Company’s financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | In      June 2009, the FASB issued SFAS No. 167 “Amendments to FASB      Interpretation No. 46(R)”, which amends FASB Interpretation      No. 46 (revised December 2003) to address the elimination of the      concept of a qualifying special purpose entity. SFAS 167 also replaces the      quantitative-based risks and rewards calculation for determining which      enterprise has a controlling financial interest in a variable interest      entity with an approach focused on identifying which enterprise has the      power to direct the activities of a variable interest entity and the      obligation to absorb losses of the entity or the right to receive benefits      from the entity. Additionally, SFAS 167 provides more timely and useful      information about an enterprise’s involvement with a variable interest      entity. SFAS 167 shall be effective as of the beginning of each reporting      entity’s first annual reporting period that begins after November 15,      2009, for interim periods within that first annual reporting period, and      for interim and annual reporting periods thereafter. Earlier      application is prohibited. The management is in the process of evaluating      the impact of adopting this standard on the Company’s financial      statements. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | In      June 2009, the FASB issued SFAS No. 168 “The FASB Accounting      Standards CodificationTM      and the Hierarchy of Generally Accepted Accounting Principles, a      replacement of FASB Statement No. 162”, which establishes the FASB      Accounting Standards Codification as the source of authoritative      accounting principles recognized by the FASB to be applied in the      preparation of financial statements in conformity with generally accepted      accounting principles. SFAS 168 explicitly recognizes rules and      interpretive releases of the Securities and Exchange Commission under      federal securities laws as authoritative GAAP for SEC registrants. SFAS      168 will become effective for financial statements issued for interim and      annual periods ending after September 15, 2009. The adoption of this SFAS      has no material impact on the Company’s financial    statements.                                                                                                                                                                                                                                                                                                                                                                                                                |

----

| 3. |  Finance      costs |
|----|--------------------------|

|   |                     |   | Three      months endedJune      30 |    |   | Six      months endedJune      30 |   |
|--------|--------------------------|--------|-------------------------------------|---------|--------|-----------------------------------|--------|
|   |                     |   | 2009                                |    |   | 2008                              |   |   | 2009 |   |   | 2008 |   |
|   |                     |   | (unaudited)                         |    |   | (unaudited)                       |   |   | (unaudited) |   |   | (unaudited) |   |
|   |                     |   |                                |    |   |                              |   |   |   |   |   |   |   |
|   | Bank      loan interest  |   | $                                   | — |   |                              | $      | 4,166 |   |   | $ | — |   |   | $ | 7,471 |   |
|   | Other      loan interest |   |                                | 8,174   |   |                              |   | 35,887 |   |   |   | 8,174 |   |   |   | 70,742 |   |
|   | Bank      charges        |   |                                | 144     |   |                              |   | 31 |   |   |   | 232 |   |   |   | 60 |   |
|   |                     |   |                                |    |   |                              |   |   |   |   |   |   |   |   |   |   |   |
|   |                     |   | $                                   | 8,318   |   |                              | $      | 40,084 |   |   | $ | 8,406 |   |   | $ | 78,273 |   |

|   | During      the six-month periods ended June 30, 2009 and 2008, loans interest      expenses payable to a related company were $Nil and $18,617      respectively.                                                                                                                                                                                                                                                                                                                                    |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.     | Income      taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | United      States                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | The      Company is subject to the United States of America Tax law at 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. The Company has not provided deferred taxes on undistributed      earnings of its non-U.S. subsidiaries or VIE as of June 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 the six-month periods ended June 30, 2009      and2008.                                                                                                                                                                                                                                 |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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 six months ended June 30,      2009 is based on the net income for the said periods and the weighted      average number of shares of 20,017,704 and 19,984,454 outstanding      respectively during the periods after adjusting for the number of      4,428,337 and 4,485,908 dilutive potential ordinary shares. The number of      5,578,333 shares of warrants granted to several consultants is included in      the calculation. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | There      was no dilutive instrument outstanding during the six-month periods ended      or as of June 30, 2008. Accordingly, the basic and diluted earnings per      share are the same.                                                                                                                                                                                                                                                                                                    |

| 6. | Inventories |
|----|-------------|

|   |                |   | June      30,2009 |    |   | December      31,2008 |   |
|--------|---------------------|--------|-------------------|---------|--------|-----------------------|--------|
|   |                |   | (Unaudited)       |    |   |                  |   |
|   |                |   |              |    |   |                  |   |
|   | Raw      materials  |   | $                 | 193,462 |   |                  | $      | 101,280 |   |
|   | Work-in-progress    |   |              | 187,764 |   |                  |   | 294,798 |   |
|   | Finished      goods |   |              | 85,499  |   |                  |   | 35,491 |   |
|   |                |   |              |    |   |                  |   |   |   |
|   |                |   |              | 466,725 |   |                  | $      | 431,569 |   |
|   |                |   |              |    |   |                  |   |   |   |

| 7. | Intangible      assets |
|----|------------------------|

|   |                          |   | June      30,2009 |     |   | December      31,2008 |   |
|--------|-------------------------------|--------|-------------------|----------|--------|-----------------------|--------|
|   |                          |   | (Unaudited)       |     |   |                  |   |   |
|   |                          |   |              |     |   |                  |   |   |   |
|   | Technologies      - Note (a)  |   |              | 446,825  |   |                  | $      | 286,065 |   |
|   | Software                      |   |              | 3,179    |   |                  |   | 3,183 |   |
|   |                          |   |              |     |   |                  |   |   |   |
|   |                          |   |              | 450,004  |   |                  |   | 289,248 |   |
|   | Accumulated      amortization |   |              | (158,357 | )      |                  |   | (130,089 | ) |
|   |                          |   |              |     |   |                  |   |   |   |
|   | Net                           |   |              | 291,647  |   |                  | $      | 159,159 |   |

----

|   |                                  |                                                                                                                                                                                                                                                                                                          |
|--------|---------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 7.     | Intangible      assets (Cont’d) |
|   |                                  |                                                                                                                                                                                                                                                                                                          |
|   | Notes:                                |
|   |                                  |                                                                                                                                                                                                                                                                                                          |
|   | (a)                                   | 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. |
|   |                                  |                                                                                                                                                                                                                                                                                                          |
|   | (b)                                   | During      the periods ended June 30, 2009 and 2008, amortization charge was $28,456      and $18,085 respectively. The estimated aggregate amortization expenses      for intangible assets for the five succeeding years is as      follows:                                                               |

|   | Year      ending December 31, |   |   |    |   |   |
|--------|-------------------------------|--------|--------|---------|--------|--------|
|   | 2009                          |   | $      | 31,449  |   |
|   | 2010                          |   |   | 48,248  |   |
|   | 2011                          |   |   | 27,103  |   |
|   | 2012                          |   |   | 27,103  |   |
|   | 2013                          |   |   | 27,103  |   |
|   |                          |   |   |    |   |
|   |                          |   | $      | 161,006 |   |

|  8. | Property,      plant and equipment |
|----------|------------------------------------|

|   |                                     |   | June      30,2009 |      |   | December      31,2008 |   |
|--------|------------------------------------------|--------|-------------------|-----------|--------|-----------------------|--------|
|   |                                     |   | (Unaudited)       |      |   |                  |   |
|   | Cost:                                    |   |              |      |   |                  |   |
|   | Buildings      - Note (a)                |   | $                 | 1,926,263 |   |                  | $      | 1,928,892 |   |
|   | Plant      and machinery                 |   |              | 1,065,913 |   |                  |   | 860,407 |   |
|   | Office      equipment                    |   |              | 102,470   |   |                  |   | 97,514 |   |
|   | Motor      vehicles                      |   |              | 92,725    |   |                  |   | 92,851 |   |
|   |                                     |   |              |      |   |                  |   |   |   |
|   |                                     |   |              | 3,187,371 |   |                  |   | 2,979,664 |   |
|   | Accumulated      depreciation            |   |              | (653,993  | )      |                  |   | (546,505 | ) |
|   |                                     |   |              |      |   |                  |   |   |   |
|   |                                     |   |              | 2,533,378 |   |                  |   | 2,433,159 |   |
|   | Construction      in progress - Note (b) |   |              | 709,939   |   |                  |   | 710,908 |   |
|   |                                     |   |              |      |   |                  |   |   |   |
|   | Net                                      |   |              | 3,243,317 |   |                  | $      | 3,144,067 |   |

----

|   |                                              |                                                                                                                                                                                                                                                                                                               |
|--------|---------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 8.     | Property,      plant and equipment (Cont’d) |
|   |                                              |
|   | Notes:                                            |
|   |                                              |
|   | (a)                                               | Property      certificates of buildings with carrying amount of $1,648,881 as of June      30, 2009 are yet to be obtained. The application of legal title is in      process and the management expects there will be no legal hindrance in      obtaining the legal title and no extra cost will be    incurred. |
|   |                                              |                                                                                                                                                                                                                                                                                                               |
|   | (b)                                               | Construction      in progress mainly comprises capital expenditure for construction of the      Company’s new office and machinery.                                                                                                                                                                          |
|   |                                              |                                                                                                                                                                                                                                                                                                               |
|   | (c)                                               | During      the reporting periods, depreciation is included  in:                                                                                                                                                                                                                                                   |

|   |                         |   | Three      months endedJune      30 |   |   | Six      months endedJune      30 |   |
|--------|------------------------------|--------|-------------------------------------|--------|--------|-----------------------------------|--------|
|   |                         |   | 2009                                |   |   | 2008                              |   |   | 2009 |   |   | 2008 |   |
|   |                         |   | (unaudited)                         |   |   | (unaudited)                       |   |   | (unaudited) |   |   | (unaudited) |   |
|   |                         |   |                                |   |   |                              |   |   |   |   |   |   |   |
|   | Cost      of sales           |   | $                                   | 32,783 |   |                              | $      | 28,986 |   |   | $ | 62,291 |   |   | $ | 57,138 |   |
|   | Administrative      expenses |   |                                | 22,997 |   |                              |   | 22,576 |   |   |   | 45,980 |   |   |   | 44,503 |   |
|   |                         |   |                                |   |   |                              |   |   |   |   |   |   |   |   |   |   |   |
|   | Cost      of sales           |   | $                                   | 55,780 |   |                              | $      | 51,562 |   |   | $ | 108,271 |   |   | $ | 101,641 |   |

|   | (d) | Certain      plant and equipment with net book value of $800,842 have been pledged for      the loan granted to the Company (Note13). |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------|

| 9. |  Land      userights |
|----|---------------------------|

|   |                          |   | June      30,2009 |      |   | December      31,2008 |   |
|--------|-------------------------------|--------|-------------------|-----------|--------|-----------------------|--------|
|   |                          |   | (Unaudited)       |      |   |                  |
|   |                          |   |              |      |   |                  |
|   | Land      use rights          |   | $                 | 1,122,534 |   |                  | $      | 7,901,606 |   |
|   | Accumulated      amortization |   |              | (71,982   | )      |                  |   | (60,392 | ) |
|   |                          |   |              |      |   |                  |   |   |   |
|   |                          |   | $                 | 1,050,552 |   |                  | $      | 7,841,214 |   |

|   | The      carrying amount of land use rights as of June 30, 2009 comprises two land      use rights, which were acquired for building factories and offices, with      carrying amounts of $95,974 and $954,578 respectively.                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | The      legal title of the first land use right with carrying amount of $95,974      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 three months ended June 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. $5,823,375, representing the carrying value      for the land use rights of $6,768,300 less outstanding land use rights      payable of $944,925 (Note 11(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 yearperiod. |

----

|   |                                                                                                                                                                                                                                                                           |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 9.     | Land      use rights (Cont’d)                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                           |
|   | During      the periods ended June 30, 2009 and 2008, amortization charge was $11,676      and $11,302 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                          |   | $      | 11,673  |   |
|   | 2010                          |   |   | 23,346  |   |
|   | 2011                          |   |   | 23,346  |   |
|   | 2012                          |   |   | 23,346  |   |
|   | 2013                          |   |   | 23,346  |   |
|   |                          |   |   |    |   |
|   |                          |   | $      | 105,057 |   |

| 10.    | Prepayments      of operating lease                                                                                                                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                               |
|   | The      prepayments represent the carrying value of the land use rights      transferred under the new operating leases (Note 9). The lower cost of raw      materials will fully or partially offset the cost for the new operating      leases. |

| 11.    |  Other      payables and accrued expenses |   |              |    |   |                  |   |
|--------|------------------------------------------------|--------|-------------------|---------|--------|-----------------------|--------|
|   |                                           |   | June      30,2009 |    |   | December      31,2008 |   |
|   |                                           |   | (Unaudited)       |    |   |                  |
|   |                                           |   |              |    |   |                  |
|   | Rental      payable                            |   | $                 | 6,226   |   |                  | $      | 1,834 |   |
|   | Salaries      payable                          |   |              | 61,272  |   |                  |   | 59,497 |   |
|   | Other      accrued expenses                    |   |              | 60,436  |   |                  |   | 61,707 |   |
|   | Value-added      tax payable                   |   |              | 115,515 |   |                  |   | 134,078 |   |
|   | Land      use rights payable - Note (a)        |   |              | — |   |                  |   | 1,004,895 |   |
|   |                                           |   |              |    |   |                  |   |   |   |
|   |                                           |   | $                 | 243,449 |   |                  | $      | 1,262,011 |   |

|   | Note:                                                                     |
|--------|---------------------------------------------------------------------------|
|   |                                                                      |   |
|   | (a)                                                                       | 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. |
|   |                                                                      |   |
| 12.    | Amounts      due to a related party and a stockholder                     |
|   |                                                                      |
|   | The      amounts are interest-free, unsecured and repayable on    demand. |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 13.    | Secured      loan from a financial institution                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | The      loan carries interest at 7.434% per annum and is repayable within one      year. It is secured by a guarantee put up by a guarantee      company.                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | The      Company is required to pay a counter guarantee of $146,500 and guarantee      charges calculated at 1.8% per annum on the loan principal to the      guarantee company. The counter guarantee was paid in July      2009.                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 14.    | 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 16). 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 16). The Company received proceeds of    $764.                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 15.    | 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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 16.    | Stock-based      compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | During      the six-month periods ended      June 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 14). $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.                                                                                         |

----

|   |                                                                                            |
|--------|-------------------------------------------------------------------------------------------------|
| 16.    | Stock-based      compensation (Cont’d)                                                    |
|   |                                                                                            |
|   | The      warrants activity during the six-month periods ended June 30, 2009 is as      follows: |

|   |                |   |          |   |   | Number      of warrants                  |   |
|--------|---------------------|--------|---------------|--------|--------|------------------------------------------|--------|
|   | Month      of grant |   | Exerciseprice |   |   | Outstandingas      ofJanuary1,      2009 |   |   | Exercised |   |   | Granted/forfeited/cancelled |   |   | Outstandingas      ofJune30,      2009 |   |
|   |                |   |          |   |   |                                     |   |   |   |   |   |   |   |   |   |   |
|   | October      2008   |   | $             | 0.001  |   |                                     |   | 4,718,333 |   |   |   | (763,700 | ) |   |   | — |   |   |   | 3,954,633 |   |
|   | December      2008  |   | $             | 0.01   |   |                                     |   | 860,000 |   |   |   | — |   |   |   | — |   |   |   | 860,000 |   |
|   |                |   |          |   |   |                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   |                |   |          |   |   |                                     |   | 5,578,333 |   |   |   | (763,700 | ) |   |   | — |   |   |   | 4,814,633 |   |

| 17.    | 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 $23,638 and $22,237 to the scheme for the six-month      periods ended June 30, 2009 and 2008 respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 18.    | Commitments      and contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Capital      commitments |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (i) | As      of June 30, 2009 and December 31, 2008, the Company had capital commitment      of $53,473 and $53,545 respectively in respect of the acquisition of      property, plant and equipment that were contracted but not provided for in      the financialstatements. |

----

|   |                                              |
|--------|---------------------------------------------------|
| 18.    | Commitments      and contingencies (Cont’d) |
|   |                                              |   |
|   | (a)                                               | Capital      commitments (Cont’d) |
|   |                                              |   |   |
|   |                                              | (ii) | As      of June 30, 2009 and December 31, 2008, the Company had capital commitment      of $307,650 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. |
|   |                                              |   |   |
|   | (b)                                               | Operating      lease arrangements |
|   |                                              |   |
|   |                                              | As      of June 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 June 30, 2009      were $52,698,028. 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 $11,036 and $5,532      for the six-month periods ended June 30, 2009 and 2008 respectively. The      lower cost of raw materials will fully or partially offset the cost for      the new operating leases. |
|   |                                              |   |
|   | (c)                                               | 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 30,239 shares of the Company’s      preferred stock (“Preferred Stock”). 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 $15,000,000 which was paid by ONE      through the issuance to the Company 10,329,551 shares of ONE’s 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 to be 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. |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 19.    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 20.    | Related      party transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | Apart      from the transactions as disclosed in notes 3 and 12 to the condensed      consolidated financial statements, during the six-month periods ended June      30, 2009 and 2008, the Company paid rental expenses of $1,758 and $1,702      respectively to a related company in which a stockholder, who is also the      director of the Company, has a beneficial interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 21.    | Subsequent      events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | On      July 8, 2009, the Company obtained a secured loan from a financial      institution with the principal amount of $1,201,300. The loan carries      interest at 7.434% per annum, and is secured by the Company’s properties      and repayable within one year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | On      July 22, 2009, the Company announced that its majority control had been      acquired by ONE Holdings, Corp. (“ONE”). ONE acquired in a series of      transactions approximately 82% of the outstanding shares of common stock      of the Company on a fully diluted basis. The transactions involved the      acquisition of common shares and warrants from the Company’s majority      shareholders and the acquisition by ONE of the Company’s Class A Preferred      Shares (Note 18(c)). ONE paid the stockholders with a combination of cash      and an aggregate of 22,265,613 shares of ONE’s common    stock.                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | Apart      from the foregoing, the Company has evaluated all other subsequent events      through August 14, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

----

| Part      I | FINANCIAL      INFORMATION                                                                            |
|-------------|-------------------------------------------------------------------------------------------------------|
|        |                                                                                                  |
| Item      2 | Management’s      Discussion and Analysis of Financial Condition and Results of      Operations |

----

----

----

----

----

----

|   |                                                              |   |      |   |      |   |   |   |
|--------|-------------------------------------------------------------------|--------|-----------|--------|-----------|--------|--------|--------|
|   | Exchange      Rates                                               |   | 6/30/2009 |   | 6/30/2008 |   |
|   |                                                              |   |      |   |      |   |   |   |
|   | Fiscal      period/year end RMB: US $exchange rate                |   |      | 6.84   |      |   | 6.87   |   |
|   |                                                              |   |      |   |      |   |   |   |
|   | Average      period/yearly RMB: US $exchange rate                 |   |      | 6.84   |      |   | 7.07   |   |
|   |                                                              |   |      |   |      |   |   |   |
|   | The      RMB: US$ exchange rate as of December 31, 2008 was 6.85. |   |      |   |      |   |   |   |

----

----

----

|                                   |                                                            |
|----------------------------------------|-----------------------------------------------------------------|
| Item      3                            | Quantitative      and Qualitative Disclosures about Market Risk |
|                                   |                                                            |
|                                   | Not      Applicable                                             |
|                                   |                                                            |
| Item      4                            | Controls      and Procedures                                    |
|                                   |                                                            |
| Disclosure      Control and Procedures |

----

|   |   |                                                                                                                                                                                                                                                                                                                                       |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 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 |
|   |   |                                                                                                                                                                                                                                                                                                                                       |
|   | 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 financialstatements.                                                                                                                           |

----

| Part      II                                                                                                                                                                                                                                                                                                                                             | OTHER      INFORMATION                                        |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                     |                                                          |
| Item      1                                                                                                                                                                                                                                                                                                                                              | Legal      Proceedings                                        |
|                                                                                                                                                                                                                                                                                                                                                     |                                                          |
|                                                                                                                                                                                                                                                                                                                                                     | None                                                          |
|                                                                                                                                                                                                                                                                                                                                                     |                                                          |
| 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 June 30, 2009. |
|                                                                                                                                                                                                                                                                                                                                                     |                                                          |
| Item      3                                                                                                                                                                                                                                                                                                                                              | Defaults      upon Senior Securities                          |
|                                                                                                                                                                                                                                                                                                                                                     |                                                          |
|                                                                                                                                                                                                                                                                                                                                                     | None                                                          |
|                                                                                                                                                                                                                                                                                                                                                     |                                                          |
| Item      4                                                                                                                                                                                                                                                                                                                                              | Submission      of Matters to a Vote of Security Holders      |
|                                                                                                                                                                                                                                                                                                                                                     |                                                          |
|                                                                                                                                                                                                                                                                                                                                                     | None                                                          |
|                                                                                                                                                                                                                                                                                                                                                     |                                                          |
| Item      5                                                                                                                                                                                                                                                                                                                                              | Other      Information                                        |
|                                                                                                                                                                                                                                                                                                                                                     |                                                          |
|                                                                                                                                                                                                                                                                                                                                                     | None                                                          |
|                                                                                                                                                                                                                                                                                                                                                     |                                                          |
| Item      6                                                                                                                                                                                                                                                                                                                                              | Exhibits                                                      |
|                                                                                                                                                                                                                                                                                                                                                     |                                                          |
| (a)                                                                                                                                                                                                                                                                                                                                                      | Exhibits                                                      |

| 31     | Certification      of Principal Executive Officer and Principal Financial Officer pursuant to      Section 302 of the Sarbanes-Oxley Act of 2002                                                    |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                |
| 32     | 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 of2002 |

----

|                                       |      |                                                                |   |
|--------------------------------------------|-----------|---------------------------------------------------------------------|--------|
| GREEN      PLANET BIOENGINEERING CO., LTD. |
|                                       |      |                                                                |
| Date:      August 14, 2009                 | By:  | /s/      Min Zhao                                                   |   |
|                                       |      | Min      Zhao                                                       |
|                                       |      | Chief      Executive Officer                                        |
|                                       |      | (Principal      Executive Officer and Principal Financial  Officer) |