UNITED STATES




SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549




FORM 10-K




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


THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended December 31, 2009


Commission file number 000-52622




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

37-1532842(State or Other Jurisdiction of 
Incorporation or Organization)

(I.R.S. Employer Identification No.)20900 NE 30th Avenue, Suite 842, Aventura, FL 33180(Address of Principal Executive Offices)
(Zip Code)  1 305 704 3174(Registrant’s Telephone Number,

Including Area Code)





Securities registered under Section 12(b) of the Act





NONE





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





NONE





(Title of Class)










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





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the act. Yes o No x









Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes:x
No:o





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





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





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





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


Yes:o
No:x





The aggregate market value of the voting common stock held by non-affiliates can not be calculated as of June 30, 2009 since the Company did not have a ticker symbol at this date and was not eligable for trading. The Company started to trade on the OTC Bulletin Board (OTCBB) in July 2009.





The number of shares of common stock outstanding as of March 26, 2010 was 20,006,402.




Documents Incorporated by Reference:  None




2


TABLE OF CONTENTS





PART IItem 1.
Description of Business

5Item 2.
Description of Property

31Item 3.
Legal Proceedings

33Item 4.
Submission of Matters to a Vote of Security Holders

33PART IIItem 5.
Market for Common Equity and Related Stockholder Matters

33Item 6.
Selected Financial Data

34Item 7.
Management’s Discussion and Analysis of Financial Condition and Results

34Item 8.
Financial Statements

41Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

41Item 9A.
Controls and Procedures

41PART IIIItem 10.
Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16 (A) of the Exchange Act

43Item 11.
Executive Compensation

45Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter

46Item 13.
Certain Relationships and Related Transactions

47Item 14.
Exhibits and Reports on Form 8-K

47Item 15.
Principal Accountant Fees and Services

47SIGNATURES


48
  3
  FORWARD-LOOKING STATEMENTS





This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934.  These statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes,” “may,” “will,” “should,” “could,” “plans,” “estimates,” and similar language or negative of such terms.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals.  Actual events or results may differ materially.  We undertake no obligation to publicly release any revisions to the   forward-looking statements or reflect events or circumstances taking place after the date of this document.


4




Part I
  Item 1.Description of Business




Business




Our History





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





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





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





5




As a result of the Reverse Merger Transaction, we acquired 100% of the capital stock of Elevated Throne Overseas Ltd. and consequently, control of the business and operations of Elevated Throne Overseas Ltd., FuJian Green Planet Bioengineering Co., Ltd., and Sanming Huajian Bio-Engineering Co., Ltd. Prior to the Reverse Merger Transaction, we were a public reporting “blank check” company in the development stage. From and after the Closing Date of the Share Exchange Agreement, we are no longer a “blank check” company and our primary operations consist of the business and operations of Sanming Huajian Bio-Engineering Co., Ltd., which are conducted in China.





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





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





Prior to the reverse merger, our business was conducted through Sanming Huajian Bio-Engineering Co., Ltd., its largest shareholders being Mr. Min Zhao and Mr. Min Yan Zheng with a 35.07% and 35.97% interest respectively. Sanming Huajian Bio-Engineering Co., Ltd. (“Sanming Huajian”) has the licenses and approvals necessary to operate its business in the PRC.





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




6




We entered into the following contractual arrangements, each of which are enforceable and valid in accordance with the laws of the PRC:




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




Shareholders’ Voting Proxy Agreement.  Under the shareholders’ voting proxy agreement among Fujian Green Planet Bioengineering Co., Ltd. and the Sanming Huajian Shareholders, the Sanming Huajian Shareholders irrevocably and exclusively appointed the members of the board of directors of Fujian Green Planet Bioengineering Co., Ltd. as their proxy to vote on all matters that require Sanming Huajian shareholder approval. The members of the board of directors of Fujian Green Planet Bioengineering Co., Ltd. are identical to those of the Company.




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




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




7





Completion of the PRC Restructuring





The PRC restructuring transaction closed on the Closing Date. However, Fujian Green Planet Bioengineering Co., Ltd. is required under the agreements to complete additional post-closing steps required in order to maintain its good standing under PRC law. These steps include Fujian Green Planet Bioengineering Co., Ltd. making required regulatory filings and giving proof to regulatory authorities that it has received the required portion of its registered capital as of the deadline required under PRC law. Specifically, Fujian Green Planet Bioengineering Co., Ltd. must receive 15% of its total registered capital of $2.0MM (“License Payment”) by 3 months of effectiveness of business license, and the remaining $1.7MM by two years from effectiveness of business license, in order to maintain the validity of its business license and its certificate of approval to exist as a wholly foreign-owned entity in the PRC issued by the Fujian Provincial Municipal Government and the Sanming Administration for Industry and Commerce, respectively. This license and approval would become invalid and be immediately cancelled if Fujian Green Planet Bioengineering Co., Ltd. was to fail to make timely payment of the first installment of its registered capital, in which case we could cease to have any claim to control Sanming Huajian Bio-Engineering Co., Ltd. under PRC law. The Company has applied for an extension of the contribution period to December 31, 2009 with the relevant government bureau and contributed $300,000 to Fujian Green Planet Bioengineering Co., Ltd. on September 7, 2009 to satisfy the initial license payment requirement. The Company has as of to date, on February 19, 2010, paid $1,700,000 and fully satisfied the business license requirement.








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





Name of Shareholder

Amount of Contribution

(RMB) ‘000

Percent of Capital

ContributionMin Zhao


13,328.15




35.07
%Min Yan Zhen


13,668.65




35.97
%Jiangle Jianlong 
Mineral industry Co.


11,003.20




28.96
%Total


RMB 38,000.00




100
%





Subsidiaries





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




8





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





Sanming Huajian Bio-Engineering Co., Ltd. was originally incorporated in April 2004 in the People’s Republic of China as Sanming Zhongjian Biological Technology Industry Co., Ltd.  Its original registered capital was RMB 6 million and its original shareholders were Ou Shanyan (80%), Zhao Yime (10%) and Zheng Yingyue (10%). The company’s original business scope included planning to produce and sell environmentally conscious food, health products, chemical products, and biological products.





On August 17, 2004, the company changed its name from Sanming Zhongjian Biological Technology Industry Co., Ltd. to Sanming Huajian Bio-Engineering Co., Ltd. and its shareholders changed from Ou Shanyan, Zhao Yime, and Zheng Yingyue to Min Zhao and Zheng Jianrong with Min Zhao holding a 60% equity interest and Zheng Jianrong holding a 40% equity interest.





On May 22, 2006, the company changed its operation plan to focus on natural plant extractions, the production of bio-fertilizer and the sale of chemical and agricultural products and by-products as well as the development of biological engineering technology.





On July 8, 2006, the company’s registered capital increased to RMB 33,500,000 and its shareholders changed from Min Zhao and Zheng Jianrong to Min Zhao, with a 35.07% equity interest, Min Yan Zheng with a 35.97% interest and Jiangle Jianlong Mineral Industry Co., Ltd., with a 28.96% equity interest.





On April 15, 2008, the company’s registered capital increased to RMB 38,000,000.





Sanming Huajian Bio-Engineering Co., Ltd’s Business





Sanming Huajian Bio-Engineering Co., Ltd (“Sanming Huajian or “Company”) is a research and development company with a focus on improving human health through the development, manufacture and commercialization of bio-ecological products and over-the-counter products utilizing  extractions of tobacco leaves. Sanming Huajian’s  position in the bioengineering industry comes from its research and development which utilizes patented methods to create downstream products ranging from plant indigenous medicine and pharmaceutical intermediates to eco-friendly products. Since 2007, Sanming Huajian has developed a variety of natural organic products using tobacco leaves.





The Company produces chemical and herbal extracts for use in a wide range of health and wellness products.  Utilizing green technology and proprietary processes, the Company extracts health supplements, fertilizers, and pesticides from waste tobacco. Our chemical extraction processes from tobacco leaves and delivers high purity Solanesol (98%) which can be further extracted into CoenzymeQ10 (“CoQ10”). Discarded tobacco leaves are further extracted to produce organic fertilizers both powdered and particulate and thereby substantially eliminates waste in the process.  The Company also extracts from a variety of plants Resveratrol and 5-HTP, which are key components in many consumer health and wellness products.




9




We distribute our products through established independent third party distributors who enter into long term distribution agreements with us. Our distributors are focused on the bio-health industry and raw chemical intermediates industry.  This permits use to more accurately forecast sales and required production.  In addition, feedback from our distributors provides us with good visibility on changes in consumer demand.  In addition, we have established non traditional distribution channels, such as universities and hospital research centers.




Growth Strategy




The Company’s principal revenue producing activity involves the extraction of Solanesol from the remains of tobacco leaves.  The Company intends to purchase additional tracts of tobacco leaf land and has the contractual relationships necessary to receive tobacco leaves from tobacco companies on an ongoing basis.  The Company also has established relationships to negotiate additional tobacco leaf contracts necessary to support and increase the organic growth rate of the Company.  These relationships, coupled with our ability to make fertilizer out of the rest of the used tobacco leaves after the Nicotine Sulphate and Solanesol have been extracted ensure that such used tobacco leaves will not be reused into low-grade cigarettes and that the process results in little waste.  Furthermore, by making organic fertilizer from tobacco leaf waste, the Company generates additional revenue from a waste product.




The Company has patented approximately 98% of the dual extraction process that allows the Company to remove Solanesol from the remains of tobacco leaves in a cost effective way.  Our Japanese competitors extract only approximately 30% of tobacco leaf waste. We believe we have the expertise, ability and there is a strong market demand for the Company’s products which calls for an increase in our manufacturing capacity to a level adequate to support the Company’s planned organic growth. As part of our vertical growth strategy, we also intend to manufacture CoQ10, which is one of the finished products produced from the chemical extract Solanesol.




We intend to expand our distribution sales channels and geographic sales areas horizontally to include Europe, Asia-Pacific nations and the USA.  Our entry into the US and European markets will follow the launch of our finished or “end user” over-the-counter products.




Chemical and Herbal Extracts Products




Sanming Huajian is a research and development company with a focus on improving human health through the development, manufacture and commercialization of bio-ecological products and over-the-counter products utilizing the extractions of tobacco leaves.




The Company produces chemical and herbal extracts for use in a wide range of health and wellness products, including:




●
Chemical Extracts




°
High Purity Solanesol (98% purity) which is extracted from discarded tobacco leaves is the mother chemical intermediate for many high-value bio-chemicals such as Coenzyme Q10 and vitamin-K analogues




10







°
CoQ10 (derivative from Solanesol) is a non-specific immune intensifier, which takes part in cell metabolism and respiration.




●
Herbal Extracts




°
Resveratrol is an active component and a powerful antioxidant extracted from Huzhang (Polygonum cuspidatum).  It is extensively used for treatment of various cancers and Alzheimer’s disease.




°
5-HTP (5-Hydroxytryptophan) which is extracted from Griffonia seed has been clinically demonstrated be effective for the treatment of depression, weight control and insomnia.




°
Powdered & Particulate Fertilizersis extracted from discarded tobacco leaves.





Market Analysis





Focus on Asia-Pacific Region




China’s economic recovery continued to strengthen in the second half of 2009. China has reported that its GDP growth accelerated to 8.9% year-over-year in the third quarter of 2009 and 10.7% year-over-year in the fourth quarter of 2009, up from 6.1% and 7.9% in the first two quarters. For the full year 2009, GDP growth was 8.7% year-over-year, compared to 9.8% in 2008 and 11.4% in 2007.  This continued strength in China is evidenced by, among other things, significant growth in retail sales as well as urban fixed-asset investment.  Despite the global economic downturn, China’s economic growth continues to outpace the rest of the world.  In a BBC news article publishedFriday, November 13, 2009, BBC News noted “This is an astonishing performance considering that China’s major export markets have dried up.  Why has it happened? Mainly because of the stimulus package and the accompanying rise in short-term credit (China, unlike the rest of the world, has not experienced a credit crunch).”




Our product lines and strategic focus are designed to capitalize on this growth.  At the same time, many small businesses in Asia-Pacific continue to be undervalued, providing significant opportunities for the Company to acquire companies that complement our business strategy.  On the cost side, traditionally lower labor costs in the Asia-Pacific Region contribute to higher profit margins, while still maintaining very high product quality standards.




11




Management Team





The company’s management is well experienced in the bioengineering industry and provides the company with the strategic leadership required to maintain the company at the forefront of its industry competitors.  The team is led by Mr. Min Zhao the company CEO, Shanyan Ou the VP of Sales & Marketing, and Dr. Jian Ming Chan our Chief Scientist.  The team is fully committed to drive Green Planet on a successful track.  Stock options programs are currently in place for senior managers.  Green Planet Bio’ has employment contracts with all senior managers.





Marketing Strategy





The Company’s operational strategy is characterized by:
 ●
Fast-growing, high-tech bioengineering unit that utilizes green technology and proprietary processes to extract highly profitable health supplements, fertilizers, and pesticides from waste tobacco;●
Proprietary processes and access to raw materials generate gross margins in excess of 50%;●
Continuously developing health products to expand its product offering including items with retail potential which will add demand for existing products;●
Markets its products throughout Asia.The market penetration strategy for raw chemical material products such as Solanesol, CoQ10 or Nicotine Sulphate, centers on the following implemented strategies:●
Established referral programs with major universities where most distributors look for new products and technologies.●
Use the following channels for visibility with potential distributors:●
Web advertising–
Internal web optimization–
Search engine optimization–
Sponsored links●
Trade shows●
Exhibitions●
Conferences●
Use contacts within local provincial governments to refer us to established distributors.








12


As for the retail over-the-counter products such as the company’s organic fertilizers and pesticides, CoQ10 downstream products and “Paiqianshu”, we run aggressive advertising and marketing campaigns such as:


●
TV ad campaign (including static ads and interviews)●
Local and national newspapers●
Radio ad campaign (including static ads and interviews)●
Web ad campaign







Pricing strategy




The sales of Solanesol, Nicotine Sulphate and CoQ10 represent more than 70% of our overall revenues.  For these products, there are international commodity indexes that are presented daily on Internet.  The indexes are used to set the pricing.




We honor a full two year return (exchange) policy on most of our products for all of our customers.  Since all of our products are derived from tobacco waste, they can be reprocessed, minimizing losses as a result of returned items.  To date, the Company has an insignificant product return rate.




Intellectual Property




Patents and Licenses




The following table is a list of our current patents issued by the PRC:




Patent Name
Application No.
Date
Expiry
Designer
OwnerSynchronization and high efficiency process of Solanesol and Nicotine Sulphate
200610069846.6
2006.8.11
2026.8.11
Min Zhao, Chen

Yanmei, LiuCaiqing
Sanming HuajianBioengineeringCo., Ltd.A Method ofEliminating PlumBumProducts with basicliquid of zymogenemung bean
200710009735.0
2007.11.01
2027.11.01
Lin Xuanxian,Chen Jianmin,Chen Yanmei
Sanming HuajianBioengineeringCo., Ltd.


Note - The patent of “Solanesol-clean extraction method” is exclusively owned by Fudan University. However, pursuant to a Technology Development Contract dated July 28, 2005, between Fudan University and Sanming we have obtained the right to use this technology patent until July 27, 2010.




Pursuant to the PRC Patent Law, which was adopted by the National People’s Congress in 1984, as amended in 1992 and 2000, a patent is valid for a term of twenty years in the case of an invention and a term of ten years in the case of utility models and designs. Our patents are all for invention and subject to twenty year protection.  Also under the PRC Patent Law, any use of a patent without consent or a proper license from the patent owner constitutes an infringement of patent rights.




13




Trademarks




We hold the following trademarks that are registered with the PRC Trademark Offices of National Industrial and Commerce Administrative Bureau (the “PRC Trademark Offices”):


Trademark
Certificate No.
Date
Expiry
Category
OwnerPaiqianshu
4322405
2007.4.20
20174.4.20
No. 30 Refined food from plants, etc.
Sanming Huajian Bioengineering Co., Ltd.Jimai QQ
4322404

(Application #)

10 years from issuance of certificate
No. 30 Refined food from plants, etc.
Sanming Huajian Bioengineering Co., Ltd.Jimai QQ
545649

(Application #)

10 years from issuance of certificate
No.1 Fertilizer, chemical products
Sanming Huajian Bioengineering Co., Ltd.Jinliang
4538612

(Application #)

10 years from issuance of certificate
No.3 Cosmetic, household and personal care chemicals, etc.
Sanming Huajian Bioengineering Co., Ltd.PURESOLAN
6869795

(Application #)

10 years from issuance of certificate
No.5 Medical products, etc.
Fujian Green Planet Bio- Engineering, Co., LtdGREENPLANET
6871472

(Application #)

10 years from issuance of certificate
No.5 Medical products, etc.
Fujian Green Planet Bio- Engineering, Co., Ltd




A registered trademark is protected for a term of ten years, renewable for another term of ten years under the PRC trademark law, so long as an application for renewal is submitted to the PRC Trademark Offices within six months prior to the expiration of the initial term.  In addition to trademark and patent protection law in China, we also rely on contractual provisions to protect our intellectual property rights and brand.




14





Honors





The following table is a list of honors awarded to our operating units by the People’s Republic of China:


Calendar year
Authorities
Presentation Time
Award Title
Incentives

(RMB)2007
Fujian Provincial Forestry Department, Fujian Provincial Finance Department
In Aug, 2007
Fujian Leading Enterprise of Forestry Industrialization from 2007 to 2008
100K2007
Fujian Provincial Agriculture Department
In Sep, 2007
Fujian Provincial Demonstration Enterprise of Processing in Agricultural Products
100K2007
CPC Jianou Committee, Jianou Municipal People’s Government
In Feb., 2008
Key Enterprise2007
CPC Jianou Committee, Jianou Municipal People’s Government
In Feb., 2008
Revenue Growth Award
100k2007
Nanping Municipal People’s Government
In Aug., 2008
Leading Enterprise of Agriculture Industrialization for 2008
30k2008
Fujian Provincial Finance Department
In Dec. 2008
Promotion & Demonstration Projects of Agriculture and Science & Technology ,supported by Provincial Finance for 2008
500k2008
CPC Jianou Committee, Jianou Municipal People’s Government
In Feb., 2009
Revenue Growth Award
80k


Need For Government Approval





None





Employees





Sanming Huajian currently has approximately 176 full-time employees broken down into:





Management (18)


Research and Development (30)


Supporting staff (19)


Manufacturing staff (109)





Employee benefits include:


The company provides benefits according to the laws of PRC when applicable.Benefits packages are not recognized in the PRC as in the United States.




Financing Activities





On August 31, as reported on Form 8-K on September 2, 2009,Green Planet Bioengineering, Co., Ltd. (“Green Planet” and/or “Registrant”) obtained $300,000 of financing (the “Funding”) from ONE Bio, Corp. (“ONE”), its parent company, which Green Planet will use for general corporate purposes.  This funding allows Green Planet to comply with the initial registered capital requirements for FuJian Green Planet Bioengineering Co., LTD. (“FuJian Green Planet”), its wholly foreign owned subsidiary incorporated under the laws of the Peoples Republic of China.




15





The Funding provides for an annual interest rate of 10%. Interest shall accrue commencing on September 1, 2009 and shall continue to accrue on a daily basis until payment in full of the Funding. The Funding and interest shall be due and payable as follows:  (i) Green Planet shall pay to ONE equal quarterly payments of Seventy-Five Thousand and no/100 Dollars (US$75,000) with the first of such payments on December 1, 2009; and (ii) the unpaid balance of the Funding together with all accrued and unpaid interest thereon shall be due and payable on the Maturity Date.  The “Maturity Date” or “Due Date” as used in the loan document means the earlier of (i) a funding (from a debt or equity raise) received by the Green Planet in an amount equal to a minimum of 1.5 times the Funding, or (ii) three hundred sixty five days (365) days from September 1, 2009. The Funding may be convertible at the election of ONE into shares of Green Planet Common Stock at a price of $0.50 per share.





Item 1ARisk Factors





You should consider carefully each of the following business and investment risk factors and all of the other information in this report. If any of the following risks and uncertainties develops into actual events, the business, financial condition or results of our operations could be materially and adversely affected. If that happens, the trading price of our shares of common stock could decline significantly. The risk factors below contain forward-looking statements regarding our business. Actual results could differ materially from those set forth in the forward-looking statements. See “Special Note Regarding Forward-Looking Information.”





Risks related to doing business in the People’s Republic of China





Our business operations take place primarily in the People’s Republic of China. Because Chinese laws, regulations and policies are continually changing, our Chinese operations will face several risks summarized below.





Our ability to operate in the People’s Republic of China may be harmed by changes in its laws and regulations.




Our offices and manufacturing plants are located in the People’s Republic of China and the production, sale and distribution of our products are subject to Chinese rules and regulations.Currently, China does not have rules and regulations on raw material products.  However, health foods and the Q10 raw material sales must obtain government written instructions to a subordinate, therefore, we are obtaining GMP authentication as described herein.





The People’s Republic of China only recently has permitted provincial and local economic autonomy and private economic activities. The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership.




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Our ability to operate in the People’s Republic of China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters.





Also, we are a state-licensed corporation and production and manufacturing facility and are subject to Chinese regulation and environmental laws. The Chinese government has been active in regulating our industry. Our business and products are subject to government regulations mandating the use of good manufacturing practices. Changes in such laws or regulations in the People’s Republic of China that govern or apply to our operations could have a materially adverse effect on our business. For example, the law could change so as to inhibit our purchases from suppliers of tobacco leaves because of trade tariffs.  Our manufacturing costs may be increased and consequently affect our profit margins and revenue.





If we were to lose our state-licensed status, we would no longer be able to manufacture our products in the People’s Republic of China, which is our sole operation.




There is no assurance that the People’s Republic of China’s economic reforms will not adversely affect our operations in the future.





Although the Chinese government owns the majority of productive assets in the People’s Republic of China, in the past several years the government has implemented economic reform measures that emphasize decentralization and encourage private economic activity.





Because these economic reform measures may be inconsistent or ineffectual, there are no assurances that:


●
We will be able to capitalize on economic reforms;●
The Chinese government will continue its pursuit of economic reform policies;●
The economic policies, even if pursued, will be successful;●
Economic policies will not be significantly altered from time to time; and●
Business operations in the PRC will not become subject to the risk of nationalization.




















Since 1979, the Chinese government has reformed its economic systems. Because many reforms are unprecedented or experimental, they are expected to be refined and improved. Other political, economic and social factors, such as political changes, changes in the rates of economic growth, unemployment or inflation, or in the disparities in per capita wealth between regions within the People’s Republic of China, could lead to further readjustment of the reform measures. This refining and readjustment process may negatively affect our operations.





Over the last few years, the People’s Republic of China’s economy has registered a high growth rate. During the past ten years, the rate of inflation in the People’s Republic of China has been as high as 20.7% and as low as -2.2%. Recently, there have been indications that rates of inflation have increased. In response, the Chinese government recently has taken measures to curb this excessively expansive economy. These corrective measures were designed to restrict the availability of credit or regulate growth and contain inflation. These measures have included devaluations of the Chinese currency, the Renminbi (RMB), restrictions on the availability of domestic credit, reducing the purchasing capability of certain of its customers, and limited re-centralization of the approval process for purchases of some foreign products. These austerity measures alone may not succeed in slowing down the economy’s excessive expansion or control inflation, and may result in severe dislocations in the Chinese economy. The Chinese government may adopt additional measures to further combat inflation, including the establishment of freezes or restraints on certain projects or markets.




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While inflation has been more moderate since 1995, high inflation may in the future cause Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in the People’s Republic of China, and thereby harm the market for our products. Future inflation in the PRC may inhibit our activity to conduct business in the People’s Republic of China.





To date, reforms to the People’s Republic of China’s economic system have not adversely impacted our operations and are not expected to adversely impact operations in the foreseeable future; however, there can be no assurance that the reforms to the People’s Republic of China’s economic system will continue or that we will not be adversely affected by changes in the People’s Republic of China’s political, economic, and social conditions and by changes in policies of the Chinese government, such as changes in laws and regulations, measures which may be introduced to control inflation, changes in the rate or method of taxation, imposition of additional restrictions on currency conversion and remittance abroad, and reduction in tariff protection and other import restrictions.





Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in the People’s Republic of China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties or businesses.





For example, changes in policy could result in imposition of restrictions on currency conversion, imports or the source of suppliers, as well as new laws affecting joint ventures and foreign-owned enterprises doing business in the People’s Republic of China. Although the People’s Republic of China has been pursuing economic reforms for the past two decades, events such as a change in leadership or social disruptions that may occur upon the proposed privatization of certain state-owned industries could significantly affect the government’s ability to continue with its reform.





We face economic risks in doing business in the People’s Republic of China. As a developing nation, the People’s Republic of China’s economy is more volatile than that of developed Western industrial economies. It differs significantly from that of the U.S. or a Western European Country in such respects as structure, level of development, capital reinvestment, resource allocation and self-sufficiency. Only in recent years has the Chinese economy moved from what had been a command economy through the 1970s to one that during the 1990s encouraged substantial private economic activity. In 1993, the Constitution of the People’s Republic of China was amended to reinforce such economic reforms. The trends of the 1990s indicate that future policies of the Chinese government will emphasize greater utilization of market forces. The People’s Republic of China government has confirmed that economic development will follow the model of a market economy. For example, in 1999 the Government announced plans to amend the Chinese Constitution to recognize private property, although private business will officially remain subordinated to the state-owned companies, which are the mainstay of the Chinese economy. However, there can be no assurance that, under some circumstances, the government’s pursuit of economic reforms will not be restrained or curtailed. Actions by the central government of the People’s Republic of China could have a significant adverse effect on economic conditions in the country as a whole and on the economic prospects for our Chinese operations. Economic reforms could either benefit or damage our operations and profitability. Some of the things that could have this effect are: i) level of government involvement in the economy; ii) control of foreign exchange; methods of allocating resources; iii) international trade restrictions; and iv) international conflict.




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Under the present direction, we believe that the People’s Republic of China will continue to strengthen its economic and trading relationships with foreign countries and business development in the People’s Republic of China will follow market forces. While we believe that this trend will continue, there can be no assurance that this will be the case. A change in policies by the People’s Republic of China government could adversely affect our interests by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises. Although the Chinese government has been pursuing economic reform policies for more than two decades, there is no assurance that the government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting the People’s Republic of China’s political, economic and social life.





The People’s Republic of China legal and judicial system may not adequately protect foreign investors and enforce their rights.





The Chinese legal and judicial system may negatively impact foreign investors. In 1982, the National People’s Congress amended the Constitution of China to authorize foreign investment and guarantee the “lawful rights and interests” of foreign investors in the People’s Republic of China. However, the People’s Republic of China’s system of laws is not yet comprehensive. The legal and judicial systems in the People’s Republic of China are still rudimentary, and enforcement of existing laws is inconsistent. Many judges in the People’s Republic of China lack the depth of legal training and experience that would be expected of a judge in a more developed country. Because the Chinese judiciary is relatively inexperienced in enforcing the laws that do exist, anticipation of judicial decision-making is more uncertain than would be expected in a more developed country. It may be impossible to obtain swift and equitable enforcement of laws that do exist, or to obtain enforcement of the judgment of one court by a court of another jurisdiction. The People’s Republic of China’s legal system is based on written statutes; a decision by one judge does not set a legal precedent that is required to be followed by judges in other cases. In addition, the interpretation of Chinese laws may be varied to reflect domestic political changes.





The promulgation of new laws, changes to existing laws and the pre-emption of local regulations by national laws may adversely affect foreign investors. However, the trend of legislation over the last 20 years has significantly enhanced the protection of foreign investment and allowed for more control by foreign parties of their investments in Chinese enterprises. There can be no assurance that a change in leadership, social or political disruption, or unforeseen circumstances affecting the People’s Republic of China’s political, economic or social life, will not affect the Chinese government’s ability to continue to support and pursue these reforms. Such a shift could have a material adverse effect on our business and prospects.




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The practical effect of the People’s Republic of China legal system on our business operations in the People’s Republic of China can be viewed from two separate but intertwined considerations. First, as a matter of substantive law, the Foreign Invested Enterprise laws provide significant protection from government interference. In addition, these laws guarantee the full enjoyment of the benefits of corporate Articles and contracts to Foreign Invested Enterprise participants. These laws, however, do impose standards concerning corporate formation and governance, which are not qualitatively different from the general corporation laws of the several states, similarly, the People’s Republic of China accounting laws mandate accounting practices, which are not consistent with the United States Generally Accepted Accounting Principles (U.S. GAAP).  The People’s Republic of China’s accounting laws require that an annual “statutory audit” be performed in accordance with People’s Republic of China’s accounting standards and that the books of account of Foreign Invested Enterprises are maintained in accordance with Chinese accounting laws. Article 14 of the People’s Republic of China Wholly Foreign Owned Enterprise Law requires a Wholly Foreign-Owned Enterprise to submit certain periodic fiscal reports and statements to designate financial and tax authorities, at the risk of business license revocation. Second, while the enforcement of substantive rights may appear less clear than United States procedures, the Foreign Invested Enterprises and Wholly Foreign- Owned Enterprises are Chinese registered companies, which enjoy the same status as other Chinese registered companies in business-to-business dispute resolution.





Any award rendered by an arbitration tribunal is enforceable in accordance with the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958). Therefore, as a practical matter, although no assurances can be given, the Chinese legal infrastructure, while different in operation from its United States counterpart, should not present any significant impediment to the operation of Foreign Invested Enterprises.





The Chinese legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which precedents set in earlier legal cases are not generally used. The overall effect of legislation enacted over the past 20 years has been to enhance the protections afforded to foreign invested enterprises in the PRC. However, these laws, regulations and legal requirements are relatively recent and are evolving rapidly, and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to foreign investors, such as the right of foreign invested enterprises to hold licenses and permits such as requisite business licenses.





In addition, some of our present and future executive officers and our directors may be residents of the People’s Republic of China and not of the United States, and substantially all the assets of these persons are located outside the United States. As a result, it could be difficult for investors to affect service of process in the United States, or to enforce a judgment obtained in the United States against us or any of these persons.





The People’s Republic of China laws and regulations governing our current business operations are sometimes vague and uncertain. There are substantial uncertainties regarding the interpretation and application of People’s Republic of China laws and regulations, including but not limited to the laws and regulations governing our business, or the enforcement and performance of our arrangements with customers in the event of the imposition of statutory liens, death, bankruptcy and criminal proceedings. We and any future subsidiaries are considered foreign persons or foreign funded enterprises under People’s Republic of China laws, and as a result, we are required to comply with People’s Republic of China laws and regulations. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new People’s Republic of China laws or regulations may have on our business.




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Governmental control of currency conversion may affect the value of your investment.





The majority of our revenue will be settled in Renminbi, and any future restrictions on currency exchanges may limit our ability to use revenue generated in Renminbi to fund any future business activities outside the People’s Republic of China or to make dividend or other payments in U.S. dollars. Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the Renminbi for current account transactions, significant restrictions still remain, including, primarily, the restriction that foreign-invested enterprises may only buy, sell or remit foreign currencies after providing valid commercial documents, at those banks in the People’s Republic of China authorized to conduct foreign exchange business.





In addition, conversion of Renminbi for capital account items, including direct investment and loans, is subject to governmental approval in the PRC, and companies are required to open and maintain separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the Renminbi.





The value of our securities will be affected by the foreign exchange rate between U.S. dollars and Renminbi.





The value of our common stock will be affected by the foreign exchange rate between U.S. dollars and Renminbi, and between those currencies and other currencies in which our sales may be denominated. For example, to the extent that we need to convert U.S. dollars into Renminbi for our operational needs and should the Renminbi appreciate against the U.S. dollar at that time, our financial position, our business and the price of our common stock may be harmed. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of declaring dividends on our common stock or for other business purposes and the U.S. dollar appreciates against the Renminbi; the U.S. dollar equivalent of our earnings from our subsidiary in the People’s Republic of China would be reduced.





The People’s Republic of China government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of the People’s Republic of China. We receive substantially all of our revenues in Renminbi, which is currently not a freely convertible currency. Shortages in the availability of foreign currency may restrict our ability to remit sufficient foreign currency to pay dividends, or otherwise satisfy foreign currency dominated obligations. Under existing People’s Republic of China foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from the transaction, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange by complying with certain procedural requirements. However, approval from appropriate governmental authorities is required where Renminbi is to be converted into foreign currency and remitted out of the People’s Republic of China to pay capital expenses, such as the repayment of bank loans denominated in foreign currencies.




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The People’s Republic of China government may also, at its discretion, restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay certain expenses as they come due.





The fluctuation of the Renminbi (RMB) may materially and adversely affect your investment.





The value of the Renminbi against the U.S. Dollar and other currencies may fluctuate and is affected by, among other things, changes in the People’s Republic of China’s political and economic conditions. As we rely almost entirely on revenues earned in the People’s Republic of China, any significant revaluation of the Renminbi may materially and adversely affect our cash flow, revenue and financial condition. For example, to the extent that we need to convert U.S. Dollars we receive from an offering of our securities into Renminbi for our operations, appreciation of the Renminbi against the U.S. Dollar could have a material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our Renminbi into U.S. Dollars for the purpose of making payments for dividends on our common shares or for other business purposes and the U.S. Dollar appreciates against the Renminbi, the U.S. Dollar equivalent of the Renminbi we convert would be reduced. In addition, the depreciation of significant U.S. Dollar denominated assets could result in a charge to our income statement and a reduction in the value of these assets.





On July 21, 2005, the People’s Republic of China government changed its decade-old policy of pegging the value of the Renminbi to the U.S. Dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. On July 21, 2005 the RMB was 8.28 for 1 USD and as of December 31, 2009, the RMB was 6.84 for 1 USD, which is approximately 20% appreciation of the RMB against the USD. While the international reaction to the Renminbi revaluation has generally been positive, there remains significant international pressure on the People’s Republic of China government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S. Dollar.





Recent PRC State Administration of Foreign Exchange Regulations regarding offshore financing activities by People’s Republic of China residents have undergone a number of changes which may increase the administrative burden we face. The failure by our shareholders who are People’s Republic of China residents to make any required applications and filings pursuant to such regulations may prevent us from being able to distribute profits and could expose us and our People’s Republic of China resident shareholders to liability under People’s Republic of China law.




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State Administration of Foreign Exchange issued a public notice (“October Notice”) effective from November 1, 2005, which requires registration with the State Administration of Foreign Exchange by the People’s Republic of China resident shareholders of any foreign holding company of a People’s Republic of China entity. Without registration, the People’s Republic of China entity cannot remit any of its profits out of the People’s Republic of China as dividends or otherwise; however, it is uncertain how the October Notice will be interpreted or implemented. In the event that the proper procedures are not followed under the October Notice, we could lose the ability to remit monies outside of the People’s Republic of China and would therefore be unable to pay dividends or make other distributions. Our People’s Republic of China resident shareholders could be subject to fines, other sanctions and even criminal liabilities under the People’s Republic of China Foreign Exchange Administrative Regulations promulgated January 29, 1996, as amended.





Risk Related to the Company’s Business and Industry





We give no assurances that any plans for future expansion will be implemented and if we do not secure adequate financing, our profitability may be adversely affected.





Our ability to implement and execute on our business plan and ultimately generate enough revenue to be profitable is directly influenced by our ability to secure adequate financing.  Furthermore, if we do not receive funding from future investors, we will experience delays in our growth strategies and, ultimately, in our profitability.





We have a limited operating history and limited historical financial information upon which you may evaluate our performance.





We are in our early stages of development and face risks associated with a new company in a growth industry. We may not successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business to the point of having to cease operations and could impair the value of our common stock to the point investors may lose their entire investment. Even if we accomplish these objectives, we may not generate positive cash flows or the profits we anticipate in the future.





Although our revenues have grown rapidly since our inception from the increasing demand for our products, we cannot assure you that we will maintain our profitability or that we will not incur net losses in the future. We expect that our operating expenses will increase as we expand. Any significant failure to realize anticipated revenue growth could result in significant operating losses. We will continue to encounter risks and difficulties frequently experienced by companies at a similar stage of development, including our potential failure to:


o
expand our product offerings and maintain the high quality of our products;o
manage our expanding operations, including the integration of any future acquisitions;o
obtain sufficient working capital to support our expansion and to fill customers’ orders in time;  23
  o
maintain adequate control of our expenses;o
implement our product development, marketing, sales, and acquisition strategies and adapt and modify them as needed; ando
anticipate and adapt to changing conditions in the containerboard and paper products markets in which we operate as well as the impact of any changes in government regulation, mergers and acquisitions involving our competitors, technological developments and other significant competitive and market dynamics.





We will face a lot of competition, some of which may be better capitalized and more experienced than us.





We face competition in the bio-ecological products industries, both domestically and internationally. Although we view ourselves in a favorable position vis-à-vis our competition, some of the other companies that sell into our market may be more successful than us and/or have more experience and money that we do. This additional experience and money may enable our competitors to produce more cost-effective products and market their products with more success than we are able to, which would decrease our sales. We expect that we will be required to continue to invest in product development and productivity improvements to compete effectively in our markets. However, we cannot give you assurance that we can successfully remain competitive. If our competitors could develop a more efficient product or undertake more aggressive and costly marketing campaigns than us, which may adversely affect our marketing strategies and could have a material adverse effect on our business, results of operations or financial condition.





The People’s Republic of China legal and judicial system may not adequately protect foreign investors and enforce their rights.





Our business is largely subject to the uncertain legal environment in the People’s Republic of China and your legal protection could be limited. As our present and possibly, future executive officers and directors are residents of the PRC, and our operating entity, Sanming Huajian Bioengineering Co., Ltd. is incorporated and situated in the People’s Republic of China, legal recourse against any of them could be limited or inadequate. The legal and judicial systems in the People’s Republic of China are still rudimentary, and enforcement of existing laws is inconsistent. Many judges in the People’s Republic of China lack the depth of legal training and experience that would be expected of a judge in a more developed country. Because the Chinese judiciary is relatively inexperienced in enforcing the laws that do exist, anticipation of judicial decision-making is more uncertain than would be expected in a more developed country. It may be impossible to obtain swift and equitable enforcement of laws that do exist, or to obtain enforcement of the judgment of one court by a court of another jurisdiction. The People’s Republic of China legal system is based on written statutes; a decision by one judge does not set a legal precedent that is required to be followed by judges in other cases. In addition, the interpretation of Chinese laws may be varied to reflect domestic political changes.




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A slowdown in the People’s Republic of China economy may adversely affect our operations.





A slowdown or other adverse developments in the People’s Republic of China economy may materially and adversely affect our customers, demand for our services and our business.  Because our customers are primarily wholesalers, a drop in their customer base would naturally spell a drop of demand for our products.





All of our operations are conducted in the People’s Republic of China and most of all of our revenue is generated from sales in the People’s Republic of China





Although the People’s Republic of China economy has grown significantly in recent years, we cannot assure you that such growth will continue. Also, while we believe the demand for our products are independent of the health of the economy; we do not know how sensitive we are to a slowdown in economic growth or other adverse changes in the People’s Republic of China economy. A slowdown in overall economic growth, an economic downturn or recession or other adverse economic developments in the People’s Republic of China may materially reduce the demand for our products and materially and adversely affect our business.





Conversely, our major competitors may be better able than us to successfully endure downturns in our sector. In periods of reduced demand for our products, we can either choose to maintain market share by reducing our selling prices to meet competition or maintain selling prices, which could likely, sacrifice market share. Sales and overall profitability would be reduced under either scenario. In addition, we cannot assure you that additional competitors will not enter our existing markets, or that we will be able to compete successfully against existing or new competition.





Inflation in the People’s Republic of China could negatively affect our profitability and growth.





While the People’s Republic of China economy has experienced rapid growth, such growth has been uneven among various sectors of the economy and in different geographical areas of the country. Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our products rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect on profitability. In order to control inflation in the past, the People’s Republic of China government has imposed controls on bank credits, limits on loans for fixed assets and restrictions on state bank lending. Such an austere policy can lead to a slowing of economic growth. In October 2004, the People’s Bank of China, the People’s Republic of China’s central bank, raised interest rates for the first time in nearly a decade and indicated in a statement that the measure was prompted by inflationary concerns in the Chinese economy. Repeated rises in interest rates by the central bank would likely slow economic activity in People’s Republic of China which could, in turn, materially increase our costs and also reduce demand for our products.




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A widespread health problem in the People’s Republic of China could negatively affect our operations.





A renewed outbreak of SARS, bird flu or another widespread public health problem in the People’s Republic of China, where all of our revenue is derived, could have an adverse effect on our operations. Our operations may be impacted by a number of health-related factors, including quarantines or closures of some offices that would adversely disrupt our operations.





Any of the foregoing events or other unforeseen consequences of public health problems could adversely affect our operations.





A widespread national disaster or Act of God in the People’s Republic of China could negatively affect our operations.





A widespread national disaster such as flooding, hurricane or other weather conditions that may adversely impact the growing of tobacco leaves may have an adverse effect on our business.  Any such disaster could have the effect of inhibiting the growing of tobacco leaves which could cause us to curtail our operations.  Further, a scarcity of tobacco leaves could also have the effect of increasing the cost of our purchasing the extracts, which could have the effect of depleting our assets or curtailing our operations.





Enforcement against us or our directors/officers may be difficult.





Because our principal assets are located outside of the United States and all of our directors and nearly all our officers reside outside of the United States, it may be difficult for you to enforce your rights based on United States Federal Securities Laws against us and our officers and directors in the United States or to enforce a United States court judgment against us or them in the People’s Republic of China.





Nearly all of our directors and officers reside outside of the United States.In addition, our operating subsidiary is located in the People’s Republic of China and substantially all of our assets are located outside of the United States. It may therefore be difficult for investors in the United States to enforce their legal rights based on the civil liability provisions of the United States Federal securities laws against us in the courts of either the United States or the People’s Republic of China and, even if civil judgments are obtained in United States courts, to enforce such judgments in People’s Republic of China courts. Further, it is unclear if extradition treaties now in effect between the United States and the People’s Republic of China would permit effective enforcement against us or our officers and directors of criminal penalties under the U.S. Federal securities laws or otherwise.





We may have difficulty establishing adequate management, legal and financial controls in the People’s Republic of China.





The People’s Republic of China historically has not adopted a western style of management and financial reporting concepts and practices, as well as in modern banking, and other control systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the People’s Republic of China. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards.




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Inadequate funding for our capital expenditure may affect our growth and profitability.





Our inability to fund our capital expenditure requirements may adversely affect our growth and profitability. Our continued growth is dependent upon our ability to raise capital from outside sources. Our ability to obtain financing will depend upon a number of factors, including:


o
our financial condition and results of operations,o
the condition of the People’s Republic of China economy and the containerboard sector in the PRC,o
conditions in relevant financial markets; ando
relevant People’s Republic of China laws regulating the same.





If we are unable to obtain financing, as needed, on a timely basis and on acceptable terms to our investors or lenders, our financial position, competitive position, growth and profitability may be adversely affected.





We may not be able to effectively control and manage our growth.





If our business and markets grow and develop, it will be necessary for us to finance and manage expansion in an orderly fashion. In addition, we may face challenges in managing expanding product offerings and in integrating acquired businesses with our own. Such eventualities will increase demands on our existing management, workforce and facilities. Failure to satisfy such increased demands could interrupt or adversely affect our operations and cause production backlogs, longer product development time frames and administrative inefficiencies.





Significant fluctuations in raw material prices may have a material adverse effect on us.





Although we have exclusive contracts with our raw materials suppliers, any significant fluctuation in price of our raw materials may have a material adverse effect on the manufacturing cost of our products. We are subject to market conditions and although these raw materials are generally available and we have not experienced any raw material shortage in the past, we cannot assure you that the necessary materials will continue to be available to us at prices currently in effect or acceptable to us.





We depend on a concentration of customers.





Our revenue is dependent, in large part, on significant orders from wholesale customers. We believe that revenue derived from such customers will continue to represent a significant portion of our total revenue although we plan to diversify our customer base by, among other things, expanding our sales. Our inability to continue to secure and maintain a sufficient number of large customers or increase our customer base would have a material adverse effect on our business, operating results and financial condition. Moreover, our success will depend in part upon our ability to obtain orders from new customers, as well as the financial condition and success of our customers and general economic conditions.




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We may be exposed to intellectual property infringement and other claims by third parties, which, if successful, could cause us to pay significant damage awards and incur other costs.





Our success also depends in large part on our ability to use and develop our technology and know-how without infringing the intellectual property rights of third parties. As litigation becomes more common in the People’s Republic of China in resolving commercial disputes, we face a higher risk of being the subject of intellectual property infringement claims. The validity and scope of claims relating to the manufacturing of our products involve complex technical, legal and factual questions and analysis and, therefore, may be highly uncertain. The defense and prosecution of intellectual property suits, patent opposition proceedings and related legal and administrative proceedings can be both costly and time consuming and may significantly divert the efforts and resources of our technical and management personnel. An adverse determination in any such litigation or proceedings to which we may become a party could subject us to significant liability, including damage awards, to third parties or require us to seek licenses from third parties, to pay ongoing royalties, or to redesign our products or subject us to injunctions preventing the manufacture and sale of our products. Protracted litigation could also result in our customers or potential customers deferring or limiting their purchase or use of our products until resolution of such litigation. Further, we do not have adequate product liability insurance coverage against defective products. There is no guarantee that we will not be involved in any legal proceedings regarding our products.





We rely on Mr. Min Zhao, our chairman and chief executive officer, for the management of our business, and the loss of his services may significantly harm our business and prospects.





We depend, to a large extent, on the abilities and participation of our current management team, but have a particular reliance upon Mr. Min Zhao for the direction of our business. The loss of the services of Mr. Zhao, for any reason, may have a material adverse effect on our business and prospects. We cannot assure you that the services of Mr. Zhao will continue to be available to us, or that we will be able to find a suitable replacement for Mr. Zhao.





We do not have key man insurance on Mr. Zhao, our chairman and chief executive officer, upon whom we rely primarily for the direction of our business. If Mr. Zhao dies and we are unable to replace Mr. Zhao for a prolonged period of time, we may be unable to carry out our long term business plan and our future prospect for growth, and our business, may be harmed.





We may not be able to hire and retain qualified personnel to support our growth and if we are unable to retain or hire such personnel in the future, our ability to improve our products and implement our business objectives could be adversely affected.





Our future success depends heavily upon the continuing services of the members of our senior management team, in particular our chairman and president, Mr. Min Zhao. If one or more of our senior executives or other key personnel are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for senior management and personnel is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or senior personnel, or attract and retain high-quality senior executives or senior personnel in the future. Such failure could materially and adversely affect our future growth and financial condition.




28





We may not be successful in retaining a qualified Chief Financial Officer





We may not be successful in retaining an experienced Chief Financial Officer (“CFO”) who is conversant with U.S. GAAP and knowledgeable in our industry. We employ very experienced outside consultants to assist us in US GAAP and compliance matters. If we are unable to find a suitable CFO we could increase our reliance on outside consultants to comply with our continuing financial reporting obligations. This could potentially increase our operating costs.





Our management is comprised almost entirely of individuals residing in the People’s Republic of China with limited English skills.





Our management is comprised almost entirely of individuals born and raised in the People’s Republic of China. As a result of differences in culture, educational background and business experiences, our management may analyze, evaluate and present business opportunities and results of operations differently from the way they are analyzed, evaluated and presented by management teams of public companies in Europe and the United States. In addition, our management has very limited skills in English. Consequently, it is possible that our management team will emphasize or fail to emphasize aspects of our business that might customarily be emphasized in a different manner by comparable public companies from different geographical and political areas.





Our management is not familiar with the United States securities laws.





Our management and the former owners of the businesses we acquire are generally unfamiliar with the requirements of the United States securities laws and may not appreciate the need to devote the resources necessary to comply with such laws. A failure to adequately respond to applicable securities laws could lead to investigations by the Securities and Exchange Commission and other regulatory authorities that could be costly, divert management’s attention and disrupt our business.





We will continue to incur significant costs as a result of operating as a public company, and management will be required to devote substantial time to new compliance requirements.





As a public company, we incur significant legal, accounting and other expenses under the Sarbanes-Oxley Act of 2002, together with rules implemented by the Securities and Exchange Commission and applicable market regulators. These rules impose various requirements on public companies, including requiring certain corporate governance practices. Management and other personnel will need to devote a substantial amount of time to these new compliance requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costlier.




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In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, commencing in 2007, we must perform system and process evaluations and testing of our internal controls over financial reporting to allow management and our registered independent public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the subsequent testing by our registered independent public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Compliance with Section 404 may require that we incur substantial accounting expenses and expend significant management efforts. If we are not able to comply with the requirements of Section 404 in a timely manner, or if our registered independent accountants later identify deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other applicable regulatory authorities.





Risks Related to the Common Stock





There is currently no trading market for our common stock.





Outstanding shares of our common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.





We have not paid and do not anticipate paying any dividends on our common stock; therefore, our securities could face devaluation in the market.





We have paid no dividends on our common stock to date and it is not anticipated that any dividends will be paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that any earnings will be retained to finance our future expansion and for the implementation of our new business plan. Lack of a dividend can further affect the market value of our common stock, and could significantly affect the value of any investment in us.





Penny Stock Regulations.





The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our common stock, when and if a trading market develops, may fall within the definition of penny stock and subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 or $300,000, together with their spouse).




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For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability of investors to sell their common stock in the secondary market.





Item 1B        Unresolved Staff Comments





Not Applicable





Item 2 Description of Property





All land in the PRC is owned by the government and cannot be sold to any individual or entity. Instead, the government grants or allocates landholders a “land use right.”





We currently rent 150 square meters of office space from the Sanming Mindu Hotel at a rate of RMB 2,000 per month.  Our lease period is from September 30, 2005 to September 30, 2010.




Land Use Rights





The charts below describe our current land use rights.





Land No.
01-01-101Land Use Right Certificate No.
Ming Guo Yong (2005) No. 6238User of the Land
Sanming Huajian Bio-Engineering Co., Ltd.Location
Jikou Farm, Sanming CityUsage
Commercial ServicesArea
54,319.4Form of Acquisition
AssignmentExpiration Date
2054-07-08Encumbrances
None




Land No.
To be issuedLand Use Right Certificate No.
To be issuedUser of the Land
Sanming Huajian Bio-Engineering Co., Ltd.Location
Jikou Farm, Sanming CityUsage
Commercial ServicesArea
9,969.92Form of Acquisition
AssignmentExpiration Date
50 years after the date of acquirementEncumbrances
None




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Land No. (See Land Lease Rights below)
To be issuedLand Use Right Certificate No.
To be issuedUser of the Land
Sanming Huajian Bio-Engineering Co., Ltd.Location
Sanyuan District, Jingdong Industrial Zone, Sanming CityUsage
Commercial ServicesArea
153,846Form of Acquisition
AssignmentExpiration Date
50 years after the date of acquirementEncumbrances
None





In accordance with the written guarantee issued by Sanming Bureau of Land Resources on June 20, 2008, the certificates of two plots in the list are to be issued. The relevant contracts of land use right transference legally exist.








Buildings Owned by Green Planet Bio- Engineering Co., Ltd.:





Houses
Certificate No.
Area Square MetersMain factory
The certificates are to be issued.
3,483.938Transformer room
154.678Boiler room
136.318Cosmetic factory
924.706Synthetic building
3,136.669Extracting factory
1,827.102
 Total:

9,663.441





In accordance with the written guarantee issued by Sanming Housing Administration Office of Sanyuan District on June 24, 2008, the Housing Ownership Certificates of the main factory, extracting factory, integration building and accessorial buildings are to be issued. The layout, construction, start and completion, check and acceptance are all in accordance with regulations.





Land Lease Rights





During the twelve months ended December 31, 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. The new operating leases commenced on July 1, 2009 and will be paid over a 30 year period (Note 9 to financial statements).




32





Building Leases




No.

Lessor

Location

Term

Rent per Year

(USD)1

Green Planet Bio-Engineering Co., Ltd.

#1402 Unit 1, Longfa Mansion (Bright of City), Hudong Road, Gulou District, Fuzhou City, Fujian Province

October 15, 2007 to October 14, 2010

$
7,964.292

Green Planet Bio-Engineering Co., Ltd.

#126, Gong Ye Nan Road, Sanming City, Fujian Province (Sanming Mingdu Hotel)

September 30, 2005 to September 30, 2010

$
3,459.6




Buildings under Construction:





1.
Integration Building: Construction began in March 2005 with engineering costs of $503,649.63.  Construction is 80% complete and is expected to cost an addition $145,985.40 to complete.


2.
Purifying Project: Construction began in January 2006 with engineering costs of $202,189.78.  Construction is 70% complete and is expected to cost an additional $102,189.78 to complete.





Item 3 Legal Proceedings





None





Item 4 Submissions of Matters to a Vote of Security Holders





None





Part II





Item 5 Market For Common Equity and Related Stockholder Matters





The Company’s common stock is available for quotation on the Over the Counter Bulletin Board maintained by FINRA under the symbol “GPLB.OB.” There is no assurance that the company’s stock will continue to be quoted or that any liquidity will exist for our shareholders. The following table provides the quarterly high and low bids per share of common stock reported on the Over the Counter Bulletin Board for the Two (2) quarters of 2009. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. The source of this information is NASDAQ Over the Counter Bulletin Board Research Reports.




33




Fiscal 2009


High

LowFirst Quarter

No Trading

No TradingSecond Quarter

No Trading

No TradingThird Quarter

$1.10

$0.10Fourth Quarter

$1.01

$0.55Fiscal 2008


High

LowFirst Quarter

No Trading

No TradingSecond Quarter

No Trading

No TradingThird Quarter

No Trading

No TradingFourt Quarter

No Trading

No Trading





Recent Sales of Unregistered Securities




None





Changes in Securities





Not Applicable





Item 6 Selected Financial Data





Not Applicable





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





Overview




In this Section, the Company will discuss the following:  (i) results of operations and financial condition for the years ended December 31, 2009 versus December 31, 2008; (ii) liquidity and capital resources; (iii) a discussion of the Company’s risk factors; and (iv) Company’s critical accounting policies.





Results of Operations and Financial Condition





Years Ended December 31, 2009 versus December 31, 2008





Net Sales


The Company generated net sales of $13,297,616 for the year ended December 31, 2009 compared to $10,401,530 for the year ended December 31, 2008, an increase of $2,896,086 or 28%. The increase was mainly attributable to the increasing demand for the company’s products and a broader product portfolio catering to a higher number of customers. In addition, the company management has implemented key ratio targets in order to increase accountability and sales among the employees and management.




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Cost of Sales


Cost of sales was $5,553,342 for the fiscal year 2009 compared to $3,939,610 for the year ended 2008, an increase of $1,613,732 (or 41%). The increase is mainly due to higher net sales and a change in customer and product mix. The Company has experienced raw material pricing pressure during the last year. However, the Company has strong relationships with its vendors, and continues to leverage these to maintain competitive raw material pricing to help stabilize the costs.





Gross profit


The gross profit for fiscal year 2009 was $7,744,274 compared to $6,461,920 for 2008, an increase of $1,282,354 (or 20%). The gross profit margin was 58% and 62% for the years 2009 and 2008, respectively.The Companycontinues to show stability in its market pricing as well as continuity in its manufacturing operations with high efficiency and yields. The increased pressure on raw materials has created a decrease in gross profit margin as the Company has not been able to fully pass the increased cost to its customers.





Operating Income


The operating income amounted to $5,941,181 for 2009 compared to $4,651,796 for 2008, which is an increase of 28%. The increased net sales together with efficient cost control resulted in the increased operating income.





Selling Expenses


Selling expenses totaled $477,345 and $247,991 for the years ended 2009 and 2008, respectively. The main cost drivers were personnel costs, travel and costs related to various marketing and sales campaigns. The increase in selling expenses is mainly attributable to added sales personnel in order to drive additional sales volume and maintain the expanded product portfolio.





Administrative Expenses


Administrative expenses amounted to $947,251 and $1,117,729 for the years ended 2009 and 2008, respectively. The main expenses were attributable to management and staff, accounting, audit fees and facilities expenses. In addition, the Company reported a stock-based compensation in 2009 of $13,130, which had no cash impact.





Research and Development Expenses


Research and development (R&D) expenses totaled $378,497 and $444,404 for the years ended 2009 and 2008, respectively. The R&D expenses pertain to the Company’s efforts to broaden and strengthen its product portfolio in order to increase sales and its customer base.





Income Taxes


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




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





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





Net Income


The net income for the Company was $4,318,399 and $3,350,299 for the years ended 2009 and 2008, respectively an increase of $968,100 (or 29%). The net profit margin was 33% and 32% for the same periods, respectively. The Company was able to maintain a strong net profit margin during 2009 mainly due to increased sales and strong cost containment initiated by management.





Liquidity and Capital Resources


The Company’s working capital and long-term funding primarily comes from operating cash flow and loans, while our financial resources are used in capital expenditures, operating activities and repayment of loans. Net cash flow provided by operating activities amounted to $3,296,081 for 2009 compared to $1,704,438 for 2008. The improved cash inflow compared to 2008 is due to positive development in regard to the net income and improved accounts receivable management. The Company’s trade receivables totaled $5,078,734 as of December 31, 2009 compared to $4,346,403 as of December 31, 2008. No allowance for doubtful debts was provided for the years ended December 31, 2009 and 2008. The Company believes it has a strong and loyal customer base. The inventory amounted to $1,203,490 and $431,569 as of December 31, 2009 and December 2008, respectively. The increased inventory level is due to anticipated improved sales activities and the company has started to build up for the ramp up in sales volume. The main part of the inventory as of December 31, 2009 consists of work in progress ($1,022,630). Future operations are estimated to be funded by the Company’s strong net income. In addition, the Company is working aggressively to reduce its accounts receivables to further strengthen its cash position. The main part of the Company’s cash outflow is estimated to pertain to R&D and administrative expenses. In addition, based on the demand for the Company’s products, the Company plans to add necessary equipment to its manufacturing facility to match the market demand. However, this will be in strong correlation with the product demand factor and the Company’s cash inflow.  The Company has negotiated two loans totaling $1,860,561, both of which carry an annual interest rate of 7.43%. The loans are secured by the Company’s property, plant and equipment and a guarantee is put up by a guarantee company. Additionally, the Company obtained $300,000 in financing (convertible loan) from ONE Bio, Corp. (“ONE”), the parent company, for general corporate purposes. The loan carries an annual interest rate of 10%. To further boost the Company’s future liquidity, the Company issued to ONE, 5,101 of its series A preferred shares and received in return 5,024,038 shares of ONE’s common stock valued at $5,000,000. As these shares mature, the Company may liquidate in an orderly fashion these shares to further boost its liquidity.




36





Foreign Currency Translation


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





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





The source for the below exchange rate information is from Oanda.com





Exchange Rates

12/31/2009

12/31/2008Fiscal year end RMB : US$ exchange rate

6.84

6.85Average yearly RMB : US$ exchange rate

6.83

6.83





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





Significant Estimates





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





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




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Recent Accounting Pronouncements





In August 2009, the FASB issued ASU 2009-05 which includes amendments to Subtopic 820-10, “Fair Value Measurements and Disclosures—Overall”. The update provides clarification that in circumstances, in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. The amendments in this ASU clarify that a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability and also clarifies  that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The guidance provided in this ASU is effective for the first reporting period, including interim periods, beginning after issuance. The adoption of this standard did not have a material impact on the Company’s consolidated financial position and results of operations.




In September 2009, the FASB issued ASU 2009-06, Income Taxes (Topic 740), “Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities”, which provides implementation guidance on accounting for uncertainty in income taxes, as well as eliminates certain disclosure requirements for nonpublic entities.  For entities that are currently applying the standards for accounting for uncertainty in income taxes, this update shall be effective for interim and annual periods ending after September 15, 2009. For those entities that have deferred the application of accounting for uncertainty in income taxes in accordance with paragraph 740-10-65-1(e), this update shall be effective upon adoption of those standards. The adoption of this standard is not expected to have an impact on the Company’s consolidated financial position and results of operations since this accounting standard update provides only implementation and disclosure amendments.





In September 2009, the FASB has published ASU No. 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in this Update is effective for interim and annual periods ending after December 15, 2009. Early application is permitted.The adoption of this standard is not expected to have an impact on the Company’s consolidated financial position and results of operations.





In January 2010, the FASB has published ASU 2010-01 “Equity (Topic 505)- Accounting for Distributions to Shareholders with Components of Stock and Cash—a consensus of the FASB Emerging Issues Task Force,” as codified in ASC 505,. ASU No. 2010-01 clarifies the treatment of certain distributions to shareholders that have both stock and cash components. The stock portion of such distributions is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis.  Early adoption is permitted.  The adoption of this standard did not have an impact on the Company’s consolidated financial position and results of operations.




38





In January 2010, the FASB has published ASU 2010-02 “Consolidation (Topic 810)- Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope Clarification,” as codified in ASC 810, “Consolidation.” ASU No. 2010-02 applies retrospectively to April 1, 2009, our adoption date for ASC 810-10-65-1 as previously discussed in this financial note. This ASU clarifies the applicable scope of ASC 810 for a decrease in ownership in a subsidiary or an exchange of a group of assets that is a business or nonprofit activity. The ASU also requires expanded disclosures. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis.  The adoption of this standard is not expected to have any impact on the Company’s consolidated financial position and results of operations





In October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements”, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard is not expected to have any impact on the Company’s consolidated financial position and results of operations.





In October 2009, the FASB has published ASU 2009-14, “Software (Topic 985)-Certain Revenue Arrangements that Include Software Elements” and changes the accounting model for revenue arrangements that include both tangible products and software elements. Under this guidance, tangible products containing software components and nonsoftware components that function together to deliver the tangible product’s essential functionality are excluded from the software revenue guidance in Subtopic 985-605, “Software-Revenue Recognition”. In addition, hardware components of a tangible product containing software components are always excluded from the software revenue guidance.  The guidance in this ASU is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted.  The adoption of this standard is not expected to have any impact on the Company’s consolidated financial position and results of operations.





In December 2009, the FASB has published ASU 2010-16 ““Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets.” ASU No. 2009-16 is a revision to ASC 860, “Transfers and Servicing,” and amends the guidance on accounting for transfers of financial assets, including securitization transactions, where entities have continued exposure to risks related to transferred financial assets. ASU No. 2009-16 also expands the disclosure requirements for such transactions. This ASU will become effective for us on April 1, 2010.  The adoption of this standard is not expected to have any impact on the Company’s consolidated financial position and results of operations.




39





In December 2009, the FASB has published ASU 2010-17 Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” ASU No. 2009-17 amends the guidance for consolidation of VIEs primarily related to the determination of the primary beneficiary of the VIE. The adoption of this standard is not expected to have any impact on the Company’s consolidated financial position and results of operations.





In January 2010, the FASB has published ASU 2010-06 “Fair Value Measurements and Disclosures (Topic 820): - Improving Disclosures about Fair Value Measurements. ASU No. 2010-06 clarifies improve disclosure requirement related to fair value measurements and disclosures – Overall Subtopic (Subtopic 820-10) of the FASB Accounting Standards Codification. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosure about purchase, sales, issuances, and settlement in the roll forward of activity in Level 3 fair value measurements.  Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis.  The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.





Other ASUs not effective until after December 31, 2009, are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.





Off-Balance Sheet Arrangements





We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.





Market Risks





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





Item 7AQuantitative and Qualitative Disclosures about Market Risk





Not Applicable




40





Item 8            Financial Statements





The financial statements and report of an independent registered certified public accounting firm are included herein immediately following the signature page of this report.





Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure





None





Item 9A         Controls and Procedures





Disclosure Control and Procedures





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





The Company’s management with the participation of the Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2009.  Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective and designed to ensure that material information required to be disclosed by the Company in the reports that if files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and regulations and accumulated and communicated to them as appropriate to allow timely decisions regarding required disclosure.





Management’s Report on Internal Control Over Financial Reporting





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





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




41





(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 financial statements.





Management has used the framework set forth in the report entitled “Internal Control – Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway commission to evaluate the effectiveness of our internal control over financial reporting.  Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting.  A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.





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





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





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





This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only Management’s report in this annual report.




42








Part III





Item 10 Directors, Executive Officers, Promoters and Control Persons Compliance with Section 16(A) of the Exchange Act





Directors and Officers





Generally, each of our directors is elected by the stockholders to a term of one year and serves until his or her successor is elected and qualified. The Directors and Officers of the Company are as follows:




Name
Age
Position
TermMin Zhao
41
Chief Executive Officer and Director
November 2008 to presentJian Min Chen
45
Chief Scientist and Director
November 2008 to presentShanyan Ou
33
VP of Sales & Marketing and Director
November 2008 to presentMinyan Zheng
29
Director
November 2008 to presentJianrong Chen
56
Director
November 2008 to present




Min Zhao, Chairman, CEO & Director: Mr. Zhao has over 10 years of experience in the industry. In 2004, Mr. Zhao became the principal shareholder of Sanming Huajian Bioengineering Co., Ltd and was responsible for the daily operations of the company.  In 2000, Mr. Zhao formed the Sanming Mingdu Hotel Co., Ltd. a three star hotel.  Mr. Zhao graduated from the Chinese People’s Liberation Army University in 1986.




Min Yan Zheng, Director: Ms. Zheng is a graduate from the Fujian Province Medical College in 2005. She studied in Australia and obtained a degree with honors in human resources management.





Dr. Jian Min Chen, Chief scientist, Director: Professor Chen obtained his doctorate degree in 1993 at Fudan University.  Since 2000, Mr. Chen has been the Chairman of the Department of Environmental Science & Engineering at Fudan University.   From 1997 to 2000, Mr. Chen was an Associate Professor in the Department of Environmental Science & Engineering at Fudan University.  In 1999, Dr. Chen was named the Distinguished Youth Professor of Shanghai, and thereafter, Professor Chen has earned many honors and awards from various committees, universities and the government of China.




43





Shanyan Ou, Vice President of Sales, Director: Mrs. Ou is an active executive member of Sanming Youth Entrepreneur Association, Deputy to the National People’s Congress of Sanyuan District and a youth federation member of Sanyuan District Youth League. In 1999, Ms. Ou graduated from Beijing University major in English as a foreign language, and a business management certification from Capital Economical Trade University of China in 2003. In 2005, Ms. Ou obtained her MBA degree in Hong Kong Business Management Institute. Ms. Ou has over 10 years of sales and marketing experience and has held various senior positions with focus in biological drugs manufacturing and chemical industry.





Zheng Jianrong, Director: Mr. Zheng is the Chairman of Jiangle Jianlong Mineral Industry Limited. Mr. Zheng is a member of Sanming Political Consultative Conference and Chairman of the Jiangle fungus grass ganoderma lucidum bio-engineering. Mr. Zheng is the Fujian Province non-ferrous metal Leading enterprise representative. His domestic profession is mainly geared to investments in the mining industry and, biological medicine in the mainland China.





All of our directors hold offices until the next annual meeting of the shareholders of the Company, and until their successors have been qualified after being elected or appointed.  Officers serve at the discretion of the board of directors.





Director Compensation





We do not currently nor have we ever compensated our directors.





Involvement in Legal Proceedings





None of our executive officers or directors have been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.





None of our executive officers or directors has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.





None of our executive officers or directors is the subject of any pending legal proceeding.




44





Audit Committee





The company has not as of yet established an audit committee. The Board of Directors currently serves as the Company’s audit committee.





Compensation Committee





The Company has not as of yet established a compensation committee. The Board of Directors currently serves as the Company’s compensation committee.





Section 16 (A) Beneficial Ownership Reporting Compliance





Section 16 (A) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers and persons who own more than 10% of a class of the Company’s equity securities which are registered under the Exchange Act to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of such registered securities. Such executive officers, directors and greater than 10% beneficial owners are required by Commission regulation to furnish the Company with copies of all Section 16 (A) forms filed by such reporting persons.





To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and on representations that no other reports were required, no person required to file such a report, failed to file during fiscal 2009 and 2008.





Code of Ethics





The Board of Directors adopted a Code of Ethics in April 2009, meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. The Company will provide to any person without charge, upon request, a copy of such Code of Ethics.




Item 11 Executive Compensation


The following is a summary of the compensation paid by Sanming Huajian to its Chief Executive Officer for the two years ended December 31, 2009 and 2008 respectively. Sanming Huajian has no other executive officers that received compensation in excess of $100,000 for any of these two years. 1USD = 6.84 RMB as of March 19, 2010.




45




Name and Principal Position

Fiscal

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-equity Incentive Plan Compensation

($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings

($)

All Other Compensation

($)

Total

($)Mr. Min Zhao – CEO


2009

2008


38,341

21,898


4,064

4,672


0

0


0

0


0

0


0

0


0

0


42,404

26,570Mrs. Shanyan Ou – VP Sales


2009

2008


21,442

14,015


3,035

3,358


0

0


0

0


0

0


0

0


0

0


24,477

17,373




Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters







The following table sets forth information as of March 26, 2010, with respect to the beneficial ownership of the common stock by (i) each director and officer of the Company, (ii) all directors and officers as a group, and (iii) each person known by the Company to own beneficially 5% or more of the common stock:





Name and Address of Beneficial Owner (2)
Amount and Nature of Beneficial Ownership(1)
Percentage of Class (%)One Bio, Corp (3)
20,881,399
82.67%Min Zhao
1,632,150
6.46%Min Yan Zheng
1,216,183
4.81%Shanyuan Ou
30,000
0.12%All Directors and Executive Officers (3 persons)
2,878,333
11.39%
  (1)
In determining beneficial ownership of our common stock as of a given date, the number of shares shown includes shares of common stock which may be acquired on exercise of warrants or options or conversion of convertible securities within 60 days of that date.  In determining the percent of common stock owned by a person or entity on March 26, 2010, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on March 26, 2010 (20,006,402), and (ii) the total number of shares that the beneficial owner may acquire upon conversion of the preferred (5,101preferred to 5,101,000 common) and on exercise of the warrants and options (152,599). Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.(2)
Unless otherwise indicated, the address of all beneficial owners is No. 126 Mingdu Building, Gongye road, Sanming City, Fujian, China.(3)
Address for One Bio, Corp. 20900 NE 30th Ave, Suite 842, Aventura, Florida 33180, USA




Change in Control





The Company does not anticipate any changes in control.




46




Item 13           Certain Relationships and Related Transactions





The Company paid rental fees of $4,709 and $3,460 to an entity owned by a majority shareholder for 2009 and 2008, respectively.





Item 14Exhibits and Reports on Form 8-K





(a) Exhibits
  31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
Certification of Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
Certification pursuant to 18 U.S.C. Section 1350




(b)                   Reports on form 8-K




The Company filed the following reports on Form 8-K pertaining to the year ended December 31, 2009.





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





2.  Form 8-K filed on September 2, 2009 announcing $300,000 financing arrangement with ONE Bio, Corp. to be used for general corporate purposes.





Item 15           Principal Accountant Fees and Services





Audit Fees





The aggregate fees billed (or expected to be billed) for the fiscal year ended December 31, 2009 for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements was $45,000 including expenses.





Audit Related Fees





None





Tax Fees





None





All Other Fees





None





Signatures on Next Page


47


SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 30th day of March 2010.




Green Planet Bioengineering Co, Ltd.Date: March 30, 2010

By: /s/
Min ZhaoMin ZhaoChief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer)Date: March 30, 2010

By: /s/
Shanyuan OuShanyan OuDirectorDate: March 30, 2010

By: /s/
Min Yan ZhengMin Yan ZhengDirectorDate: March 30, 2010

By: /s/
Min Jian ChenDr. Min Jian ChenDirectorDate: March 30, 2010

By: /s/
Jianrong ZhengJianrong ZhengDirector




48




Green Planet Bioengineering Co., Ltd.
  Consolidated Financial Statements
 For the years ended December 31, 2009 and 2008
 (Stated in US dollars)
  
  Green Planet Bioengineering Co., Ltd.
 Consolidated Financial Statements
 For the years ended December 31, 2009 and 2008
  Index to Consolidated Financial Statements
  PAGESReport of Independent Registered Public Accounting Firm

1Consolidated Statements of Income and Comprehensive Income

2Consolidated Balance Sheets

3Consolidated Statements of Cash Flows

4Consolidated Statements of Stockholders’ Equity

5Notes to Consolidated Financial Statements

6 - 26
  
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board of Directors and Shareholders of
 Green Planet Bioengineering Co., Ltd.
 
 We have audited the accompanying consolidated balance sheets of Green Planet Bioengineering Co., Ltd. as of December 31, 2009 and 2008 and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Green Planet Bioengineering Co., Ltd. as of December 31, 2009 and 2008 and the results of its consolidated operations and its consolidated cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
 /s/ JEWETT, SCHWARTZ, WOLFE & ASSOCIATES
 
 Hollywood, Florida
 March 26, 2010
  1
  Green Planet Bioengineering Co., Ltd.Consolidated Statements of Income and Comprehensive Income(Stated in US dollars)Year ended December 31,2009


2008Sales revenue

$
13,297,616


$
10,401,530Cost of sales


(5,553,342
)


(3,939,610
)Gross profit


7,744,274



6,461,920Operating expensesAdministrative expenses


947,251



1,117,729Research and development expenses


378,497



444,404Selling expenses


477,345



247,9911,803,093



1,810,124Income from operations


5,941,181



4,651,796Interest income


4,912



14,141Subsidy income


21,966



57,660Other income


(12,031
)


1,435Finance costs


(144,074
)


(151,814
)Income before income taxes and minority interest


5,811,954



4,573,218Income taxes


(1,493,555
)


(1,222,919
)Net income

$
4,318,399


$
3,350,299STATEMENT OF COMPREHENSIVE INCOMENet Income

$
4,318,399


$
3,350,299Other comprehensive incomeUnrealized foreign currency gain (loss)


(17,183
)


747,343Total comprehensive income

$
4,301,216


$
4,097,642Earnings per share- Basic

$
0.27


$
0.24- Diluted

$
0.25


$
0.22Weighted average number of shares outstanding :- Basic


16,239,234



14,193,831- Diluted


17,289,953



15,220,563See Notes to Consolidated Financial Statements  2
  Green Planet Bioengineering Co., Ltd.Consolidated Balance Sheets(Stated in US dollars)As of December 31,2009


2008ASSETSCurrent assetsCash and cash equivalents

$
791,775


$
665,568Trade receivables


5,078,734



4,346,403Deferred taxes


76,772



31,643Prepaid expense and other receivables


820,288



51,841Inventories


1,203,490



431,569Prepayments of operating lease


1,711,130



-Total current assets


9,682,189



5,527,024Intangible assets


681,315



159,159Deposit for acquisition of intangible assets


161,151



161,370Property, plant and equipment, net


3,507,538



3,144,067Land use rights


1,000,428



7,841,214Deferred taxes


22,770



8,977Available for sale securities


5,000,000



-Prepayments of operating lease


7,790,914



-TOTAL ASSETS

$
27,846,305


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

$
557,155


$
715,363Other payables and accrued expenses


541,371



1,262,011Amount due to a related party


16,189



11,443Amount due to a stockholder


34,528



3,362Deferred taxes


148,581



-Secured loans from a financial institution


1,860,561



-Convertible loan payable


190,000



-Loan from government


-



146,700Income tax payable


611,745



301,197Deferred revenue


62,995



63,081Total current liabilities


4,023,125



2,503,157-



-TOTAL LIABILITIES


4,023,125



2,503,157STOCKHOLDERS’ EQUITYPreferred stock : par value of $0.001 per share,Authorized: 10,000,000 shares in 2009 and 2008,5,101 issued and outstanding in 2009, none in 2008


5



-Common stock : par value $0.001 per shareAuthorized : 250,000,000 shares in 2009 and 40,000,000shares in 2008; issued and outstanding : 20,006,402shares in 2009 and 14,141,667 shares in 2008


20,006



14,422Additional paid-in capital


10,293,896



5,116,175Statutory reserve


1,305,895



848,550Accumulated other comprehensive income


1,458,976



1,476,159Retained earnings


10,744,402



6,883,348TOTAL STOCKHOLDERS’ EQUITY


23,823,180



14,338,654TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$
27,846,305


$
16,841,811See Notes to Consolidated Financial Statements
  3
  Green Planet Bioengineering Co., Ltd.Consolidated Statements of Cash Flows(Stated in US dollars)Year ended December 31,2009


2008Cash flows from operating activitiesNet income

$
4,318,399


$
3,350,299Adjustments to reconcile net income to netcash provided by operating activities :Depreciation


223,988



206,592Amortization for intangible assets


63,631



39,546Amortization for land use rights


61,801



22,971Amortization for prepayment of operating lease


254,911Deferred taxes


89,659



16,206Stock-based compensation


13,130



182,239Convertible loan interest


55,000



-Changes in operating assets and liabilities :Trade receivables


(733,295
)


(2,047,083
)Other receivables


(751,643
)


-Inventories


(771,921
)


278,001Trade payables


(158,208
)


46,491Other payables and accrued expenses


284,255



(202,100
)Amount due to a related party


4,746



(34,380
)Amount due to a stockholder


31,166



-Income tax payable


310,548



(139,929
)Deferred revenue


(86
)


(14,415
)Net cash flows provided by operating activities


3,296,081



1,704,438Cash flows from investing activitiesPayments to acquire intangible assets


(586,003
)


(245,055
)Payments to acquire property, plant and equipment


(608,532
)


(1,586
)Payment to acquire land use right


(58,680
)


-Deposits and prepayments of operating lease


(3,934,832
)


-Net cash flows used in investing activities


(5,188,047
)


(246,641
)Cash flows from financing activitiesIssue of common stock


5,180



140,000Issue of capital by Sanming Huajian


-



625,290Proceeds of bank loans


1,860,561



288,300Repayments of bank loans


-



(288,300
)Convertible loan from a major shareholder


300,000



-Repayments of other loans


-



(1,917,195
)Repayments of loan from government


(146,700
)


-Advances from a stockholder


-



(25,481
)Net cash flows provided by (used in) financing activities


2,019,041



(1,177,386
)Effect of foreign currency translation on cash and cash equivalents


(868
)


52,076Net increase in cash and cash equivalents


126,207



332,487Cash and cash equivalents - beginning of year


665,568



333,081Cash and cash equivalents - end of year

$
791,775


$
665,568Supplemental disclosures for cash flow information:Cash paid for interest

$
74,230


$
151,382Cash paid for Income taxes

$
1,493,555


$
1,346,641Non-cash transaction:Transfer of land use rigtht to prepayment for operating lease

$
5,834,519


$
-Issue of preferred stock


5,000,000



-Acquisition of available-for-sale securities

$
5,000,000


$
-See Notes to Consolidated Financial Statements
 4
  Green Planet Bioengineering Co., Ltd.
 Consolidated Statements of Stockholders’ Equity
 (Stated in US dollars)
 AccumulatedCommon stock


Preferred stock


Additional





otherNumber





Number





paid-in


Statutory


comprehensive


Retainedof shares


Amount


of shares


Amount


capital


reserve


income


earnings


TotalBalance, January 1, 2008


14,141,667


$
14,142








$
4,118,926


$
481,912


$
728,816


$
3,899,687


$
9,243,483Issue of capital by Sanming Huajian
















625,290















625,290Recapitalization


90,000



90









49,910















50,000Issue of common stock for cash


140,000



140









139,860















140,000Issue of common stock forservices rendered


50,000



50









12,450















12,500Issue of warrants for servicesrendered
















169,739















169,739Net income




























3,350,299



3,350,299Foreign currency translation
























747,343







747,343Appropriation to statutory reserve




















366,638







(366,638
)


-Balance, December 31, 2008


14,421,667



14,422



-



-



5,116,175



848,550



1,476,159



6,883,348



14,338,654Issuance of preferred stock










5,101



5



4,999,995















5,000,000Issuance of convertible loan


















165,000















165,000Issue of common stock forservices rendered


404,000



404











12,726















13,130Issue of warrants for servicesrendered


5,180,735



5,180



























5,180Net income






























4,318,399



4,318,399Foreign currency translation


























(17,183
)






(17,183
)Appropriation to statutory reserve






















457,345







(457,345
)Balance, December 31, 2009


20,006,402


$
20,006



5,101


$
5


$
10,293,896


$
1,305,895


$
1,458,976


$
10,744,402


$
23,823,180See Notes to Consolidated Financial Statements
  5
 Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US dollars)
  1.            General information
  Green Planet Bioengineering Co., Ltd, (the “Company”), formerly known as Mondo Acquisition II, Inc, was incorporated in the State of Delaware on October 30, 2006.
  On October 24, 2008, the Company entered into an agreement with the shareholders of Elevated Throne Overseas Ltd. (“Elevated Throne”) to acquire their issued and outstanding common stocks in Elevated Throne by issuing 14,141,667 shares of its common stock. The acquisition, which was consummated on the same day, constituted a reverse takeover transaction (“RTO”) and thereafter Elevated Throne became a wholly-owned subsidiary of the Company.
  Elevated Throne was incorporated in the British Virgin Islands (the “BVI”) on May 8, 2008 as a limited liability company with registered share capital of $50,000, divided into 50,000 common shares of $1 par value each. Elevated Throne formed Fujian Green Planet Bioengineering Co., Ltd. (“Fujian Green Planet”) as a wholly foreign-owned enterprise under the laws of the People’s Republic of China (the “PRC”) on July 25, 2008. Fujian Green Planet has a registered capital of $2,000,000. Pursuant to Fujian Green Planet’s articles of association, Elevated Throne is required to contribute $300,000 to Fujian Green Planet as capital (representing 15% of Fujian Green Planet’s registered capital) before October 17, 2008.The Companyhas applied for an extension of the contribution period to December 31, 2009 with the relevant government bureau and contributed $300,000 to Fujian Green Planet Bioengineering Co., Ltd. on September 7, 2009 to satisfy the initial license payment requirement. The Company has as of to date, on February 19, 2010, paid $1,700,000 and fully satisfied the business license requirement.
  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.
  6
  Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US Dollars)
  1.
General information (Cont’d)
  Following the RTO and the VIE Arrangement, the Company is primarily engaged in the manufacture, marketing and sale of extracts from tobacco leaves residues.  The Company’s products include Solanesol, Nicotine Sulphate, organic pesticides, organic fertilizers, CoQ10 (raw format) and a patented organic health supplement called “Paiqianshu”. Paiqianshu comes in both liquid and pill forms and it is made from natural green barley shoot extraction.  The Company operates manufacturing and distribution primarily in the PRC.
  On June 17, 2009, the Company entered into a Preferred Share Purchase Agreement with ONE Bio Corp. (“ONE”) pursuant to which the Company agreed to sell and ONE agreed to acquire 5,101 shares of the Company’s preferred stock (“Preferred Stock”), with par value $0.001 per share. Each share of the Preferred Stock shall (a) provide ONE with the right to vote 1,000 votes on all matters submitted to a vote of the Company’s shareholders and (b) be convertible into 1,000 shares of the Company’s common stock. ONE paid to the Company for the said shares of Preferred Stock $5,000,000 which was paid by ONE through the issuance to the Company 5,024,038 shares, representing 4.7% of ONE’s issued and outstanding common stock. The transaction closed on July 22, 2009 upon receipt of all required documents and stock certificates.
  As part of the transaction, the Company has also agreed that 35% of the ONE’s shares issued to the Company shall be deposited into an escrow account in the event the Company’s EBITDA for fiscal year 2009 is less than the Company’s EBITDA for fiscal 2008, the number of shares of ONE’s stock issued to the Company shall be proportionately reduced as provided for in the Preferred Stock Purchase Agreement. The Company is also subject to a lockup and leak out period and has one Piggy-Back Registration right as further defined in the Preferred Stock Purchase Agreement.
   2.
Summary of significant accounting policies
  Principles of consolidation and basis of presentation
  The accompanying 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 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 year ended December 31, 2009, have been made. These consolidated financial statements should be read in conjunction with the financial foot notes thereto and the Company’s Form 10K for the year ended December 31, 2009.
  7
  Green Planet Bioengineering Co., Ltd.
 Notes to Condensed Consolidated Financial Statements
 (Stated in US Dollars)
  2.
Summary of significant accounting policies (Cont’d)
  Use of estimates
  In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These estimates and assumptions include, but are not limited to, the valuation of trade receivables, inventories, fair value of available-for-sale securities, deferred taxes and stock-based compensation, and the estimation on useful lives and realizability of intangible assets and property, plant and equipment.  Actual results could differ from those estimates.
  Fair Value Measurements
  In April 2009, the Financial Accounting Standard Board (“FASB”) released ASC 820, Fair Value Measurements and Disclosures,(formerly SFAS No. 157 “Fair Value Measurements”) that defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements.
  According to ASC 820, investment measured and reported at fair value are classified and disclosed in one of the following hierarchy:
  Level 1 -
Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level 1 included listed equities and listed derivatives.
  Level 2 -
Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.  Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives.
  Level 3 -
Pricing inputs are unobservable for the investment and included situations where there is little, if any, market activity for the investment.  The inputs into the determination of fair value require significant management judgment or estimation.
  The following table summarizes the valuation of the Company’s investments by the above fair value hierarchy levels as of December 31, 2009:
  Assets

Level 1


Level 2


Level 3


TotalAvailable-for-sale securities

$
-


$
-


$
5,000,000


$
5,000,000
  The Company did not have any investment measured at fair value as of December 31, 2008.
  8
  Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US Dollars)
  2.
Summary of significant accounting policies (Cont’d)
  Accumulated other comprehensive income
  Accumulated other comprehensive income in the consolidated balance sheet represents foreign currency translation adjustment.
  Available-for-sale securities
  Available-for-sale securities include securities held for indefinite periods of time that are not classified either as trading securities or as held-to-maturity securities. Available-for-sale securities are recognized at cost and carried at fair value in the balance sheet. Unrealized holding gains and losses are excluded from earnings and recognized in a separate component of other comprehensive income, net of the related tax effects, until realized.
  Convertible loan
  The Company’s convertible loan has non-detachable conversion feature, that were in-the-money with a beneficial conversion feature as of the commitment date. At issuance, the Company values separately the beneficial conversion features in convertible loan. Beneficial conversion feature is recognized by allocating to additional paid-in capital of the net proceeds from the sale of the convertible loan equal to the intrinsic value of the beneficial conversion feature.  Intrinsic value is calculated as the difference, as of the commitment date, between the conversion price of the convertible loan and the closing price of the Company’s common stock on the OTCBB, multiplied by the number of shares of the Company’s common stock into which the convertible loan is convertible. If the intrinsic value of the beneficial conversion feature is greater than the net proceeds allocated to the convertible loan, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds.  Interest expense is recognized using the effective interest method, meaning that any premium or discount upon issuance is amortized over the life of the instrument.
  Concentrations of credit risk
  During the reporting periods, customers representing the highest sales revenue of the Company are as follows:
  Year ended December 31,2009


2008Customer A

$
1,455,749


$
1,639,419Customer B


1,375,519



1,620,752Customer C


1,323,746



1,599,553Customer D


1,251,927



1,593,839Customer E


1,095,719



1,260,189Customer F


1,004,728



1,110,197Customer G


971,834



1,030,774Customer H


929,723



-Customer I


928,296



-$
10,337,241


$
9,854,723
  9
 
 Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US Dollars)
  2.
Summary of significant accounting policies (Cont’d)
  Concentrations of credit risk (cont’d)
  Details of customers which represent the highest value of the Company’s trade receivables are:
 As of December 312009


2008Customer A

$
645,345


$
531,047Customer B


533,892



700,614Customer C


547,485



614,022Customer D


620,080



569,392Customer E


323,852



547,006Customer F


300,199



730,430Customer G


681,506



653,892Customer H


671,062



-Customer I


168,769



-$
4,492,190


$
4,346,403
  Cash and cash equivalents
  Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less to be cash equivalents.  As of December 31, 2009 and 2008, almost all the cash and cash equivalents were denominated in Renminbi (“RMB”) and were placed with banks in the PRC. They are not freely convertible into foreign currencies and the remittance of these funds out of the PRC is subject to exchange control restrictions imposed by the PRC government.
  2.            Summary of significant accounting policies (Cont’d)
  Allowance for doubtful accounts
  The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade and other receivables.  A considerable amount of judgment is required in assessing the amount of the allowance, the Company considers the historical level of credit losses and applies percentages to aged receivable categories.  The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations, and monitors current economic trends that might impact the level of credit losses in the future.  If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a larger allowance may be required.
  Based on the above assessment, during the reporting periods, the management establishes the following rates of general provision provided on gross amount of trade and other receivables :-
  10
 
 Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US dollars)
  RateAged within 1/2 year


0
%Aged over 1/2 year but within 1 year


5
%Aged over 1 year but within 3 years


20
%More than 3 years


100
%
  Additional specific provision is made against trade and other receivables aged less than 1 year to the extent which they are considered to be doubtful.
  Bad debts are written off when identified. The Company extends unsecured credit to customers ranging from three to six months in the normal course of business. The Company does not accrue interest on trade accounts receivable.
  No allowance for doubtful debts was provided for during the years ended December 31, 2009 and 2008.
  Inventories
  Inventories are stated at the lower of cost or market value. Cost is determined on a weighted-average basis and includes all expenditures incurred in bringing the goods to the point of sale and putting them in a saleable condition.  In assessing the ultimate realization of inventories, the management makes judgments as to future demand requirements compared to current or committed inventory levels. The Company’s reserve requirements generally increase with its projected demand requirements; decrease due to market conditions, product life cycle changes. During the reporting periods, all of the Company’s products are saleable with high profit margins, the Company did not make any allowance for slow-moving or defective inventories.
  No allowance of obsolete inventories was provided for during the years ended December 31, 2009 and 2008.
   Intangible assets
  Intangible assets are stated at cost less accumulated amortization.  Amortization is provided on a straight-line basis over their estimated useful lives. The principal amortization periods are as follows:-
  Amortization periodTechnologies
5 to 10 yearsSoftware
5 years
  The Company periodically reviews the original estimated useful lives of long-lived assets and makes adjustments when appropriate. Intangible assets with finite useful lives are tested for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. The Company evaluates its intangible assets for impairment by comparing the future undiscounted cash flows of the underlying assets to their respective carrying amounts.
  11
  Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US dollars)
  Property, plant and equipment
  Property, plant and equipment are stated at cost less accumulated depreciation.  Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use.
  Depreciation is provided on straight-line basis over their estimated useful lives. The principal depreciable periods are as follows :-
  Depreciable periodBuildings
20 yearsPlant and machinery
10 yearsOffice equipment
5 yearsMotor vehicles
5 years
  Construction in progress represents buildings and machinery under construction, which is stated at cost less any impairment losses, and is not depreciated.  Cost comprises the direct costs of construction.  Construction in progress is reclassified to the appropriate category of property, plant and equipment when completed and ready for use.
  Maintenance or repairs are charged to expense as incurred.  Upon sale or disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income.
  Land use rights
  Land use rights are stated at cost less accumulated amortization.  Amortization is provided using the straight-line method over the terms of the lease of 50 years obtained from the relevant PRC land authority.
  Impairment of long-lived assets
  Long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.  The Company recognizes impairment of long-lived assets in the event that the net book values of such assets exceed the future undiscounted cash flows attributable to such assets.  During the reporting periods, the Company has not identified any indicators that would require testing for impairment.
  Revenue recognition
  The Company generates revenue from sales of extracts from tobacco leaves residues. Revenue is recognized when products are delivered and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable.
  Deferred revenue
  Deferred revenue represents subsidy income received from the government.  It mainly consisted of receipt of granted funds to subsidize the Company’s research and development activities and recognized as income when the relevant criteria are met.
  12
  Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US dollars)
  2.            Summary of significant accounting policies (Cont’d)
  Cost of sales
  Cost of sales consists primarily of materials costs, freight charges, purchasing and receiving costs, inspection costs, wages, employee compensation, depreciation and related costs, which are directly attributable to the production of products.
  Selling expenses
  Selling expenses mainly consist of advertising, commission, entertainment, salaries, and traveling expense which are incurred during the selling activities.
  Advertising and research and development expenses
  Advertising and research and development expenses are charged to expense as incurred.
  Stock-based compensation
  The Company follows the provisions of ASC Topic 718 formerly SFAS No. 123R, “Share-Based Payment”, which requires the use of the fair value method of accounting for share-based compensation. Under the fair value based method, compensation cost related to employee stock options or similar equity instruments which are equity-classified awards, is measured at the grant date based on the value of the award and is recognized over the requisite service period, which is usually the vesting period. ASC Topic 718 also requires measurement of cost of a liability-classified award based on its current fair value.
  The fair value of warrants granted is determined using the Black-Scholes model. Under this model, certain assumptions, including the risk-free interest rate, the expected life of the warrants and the estimated fair value of the Company’s common stock and the expected volatility, are required to determine the fair value of the warrants. If different assumptions had been used, the fair value of the warrants would have been different from the amount the Company computed and recorded, which would have resulted in either an increase or decrease in the compensation expense.
  Income taxes
  The Company uses the asset and liability method of accounting for income taxes pursuant to ASC Topic 740 formerly FAS No. 109, “Accounting for Income Taxes”. Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
  Off-balance sheet arrangements
  The Company does not have any off-balance sheet arrangements.
  13
  Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US dollars)
  Basic and diluted earnings per share
  The Company reports basic earnings per share in accordance with ASC Topic 260 formerly SFAS No. 128, “Earnings Per Share”.  Basic earnings per share is computed using the weighted average number of shares outstanding during the periods presented.  The weighted average number of shares of the Company represents the common stock outstanding during the reporting periods.
  Diluted earnings per share are computed using the sum of weighted average number of shares outstanding and dilutive potential shares outstanding during the periods presented. During the year ended December 31, 2009, dilutive potential shares included warrants issued to consultants.
  Comprehensive income
  The Company has adopted ASC Topic 220 formerly SFAS No. 130, “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances.  Components of comprehensive income include net income and foreign currency translation adjustments.
  Foreign currency translation
  The functional currency of the Company is Renminbi (“RMB”) and RMB is not freely convertible into foreign currencies.  The Company maintains its financial statements in the functional currency.  Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates.  Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transactions.  Exchange gains or losses arising from foreign currency transactions are included in the determination of net income/loss for the respective periods.
  For financial reporting purposes, the financial statements of the Company which are prepared using the functional currency have been translated into United States dollars.  Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates.  Any translation adjustments resulting are not included in determining net income but are included in accumulated other comprehensive income, a component of stockholders’ equity. The exchange rates in effect as of December 31, 2009 and 2008 were 1USD for $6.84 and $6.85 respectively.
  Recently issued accounting pronouncements
  In August 2009, the FASB issued ASU 2009-05 which includes amendments to Subtopic 820-10, “Fair Value Measurements and Disclosures—Overall”. The update provides clarification that in circumstances, in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. The amendments in this ASU clarify that a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability and also clarifies  that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The guidance provided in this ASU is effective for the first reporting period, including interim periods, beginning after issuance. The adoption of this standard did not have a material impact on the Company’s consolidated financial position and results of operations.
  14
 
 Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US dollars)
  In September 2009, the FASB issued ASU 2009-06, Income Taxes (Topic 740), “Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities”, which provides implementation guidance on accounting for uncertainty in income taxes, as well as eliminates certain disclosure requirements for nonpublic entities.  For entities that are currently applying the standards for accounting for uncertainty in income taxes, this update shall be effective for interim and annual periods ending after September 15, 2009. For those entities that have deferred the application of accounting for uncertainty in income taxes in accordance with paragraph740-10-65-1(e), this update shall be effective upon adoption of those standards. The adoption of this standard is not expected to have an impact on the Company’s consolidated financial position and results of operations since this accounting standard update provides only implementation and disclosure amendments.
  In September 2009, the FASB has published ASU No. 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in this Update is effective for interim and annual periods ending after December 15, 2009. Early application is permitted.The adoption of this standard is not expected to have an impact on the Company’s consolidated financial position and results of operations.
  In January 2010, the FASB has published ASU 2010-01 “Equity (Topic 505) - Accounting for Distributions to Shareholders with Components of Stock and Cash—a consensus of the FASB Emerging Issues Task Force,” as codified in ASC 505, ASU No. 2010-01 clarifies the treatment of certain distributions to shareholders that have both stock and cash components. The stock portion of such distributions is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. Early adoption is permitted. The adoption of this standard did not have an impact on the Company’s consolidated financial position and results of operations.
  In January 2010, the FASB has published ASU 2010-02 “Consolidation (Topic 810) - Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope Clarification,” as codified in ASC 810, “Consolidation.” ASU No. 2010-02 applies retrospectively to April 1, 2009. This ASU clarifies the applicable scope of ASC 810 for a decrease in ownership in a subsidiary or an exchange of a group of assets that is a business or nonprofit activity. The ASU also requires expanded disclosures. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this standard is not expected to have any impact on the Company’s consolidated financial position and results of operations.
  15
  Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US dollars)
 
 Recently issued accounting pronouncements (cont’d)
  In October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements”, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard is not expected to have any impact on the Company’s consolidated financial position and results of operations.
  In October 2009, the FASB has published ASU 2009-14, “Software (Topic 985)-Certain Revenue Arrangements that Include Software Elements” and changes the accounting model for revenue arrangements that include both tangible products and software elements. Under this guidance, tangible products containing software components and non software components that function together to deliver the tangible product’s essential functionality are excluded from the software revenue guidance in Subtopic 985-605, “Software-Revenue Recognition”. In addition, hardware components of a tangible product containing software components are always excluded from the software revenue guidance. The guidance in this ASU is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard is not expected to have any impact on the Company’s consolidated financial position and results of operations.
  In December 2009, the FASB has published ASU 2010-16 ““Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets.” ASU No. 2009-16 is a revision to ASC 860, “Transfers and Servicing,” and amends the guidance on accounting for transfers of financial assets, including securitization transactions, where entities have continued exposure to risks related to transferred financial assets. ASU No. 2009-16 also expands the disclosure requirements for such transactions. This ASU will become effective for us on April 1, 2010.  The adoption of this standard is not expected to have any impact on the Company’s consolidated financial position and results of operations.
  In December 2009, the FASB has published ASU 2010-17 Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” ASU No. 2009-17 amends the guidance for consolidation of VIEs primarily related to the determination of the primary beneficiary of the VIE. The adoption of this standard is not expected to have any impact on the Company’s consolidated financial position and results of operations.
 
 In January 2010, the FASB has published ASU 2010-06 “Fair Value Measurements and Disclosures (Topic 820): - Improving Disclosures about Fair Value Measurements. ASU No. 2010-06 clarifies improve disclosure requirement related to fair value measurements and disclosures – Overall Subtopic (Subtopic 820-10) of the FASB Accounting Standards Codification. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosure about purchase, sales, issuances, and settlement in the roll forward of activity in Level 3 fair value measurements.  Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.
  16
  Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US dollars)
 Other ASUs not effective until after December 31, 2009, are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.
  3.Finance costs
 Twelve months ended
December 312009


2008Bank loan interest

$
74,230


$
7,592Amortization of loan discount


55,000



-Interest on convertible loan


-



-Other loan interest


-



143,790Bank charges


14,316



432Exchange loss


528$
144,074


$
151,814
  3.
Finance cost (Cont’d)
  During the twelve-month periods ended December 31, 2009 and 2008, loan interest expenses payable to a related company were $Nil and $37,840 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 December 31, 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.
  17
  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 twelve month periods ended December 31, 2009 and 2008.
  The components of the provision for income taxes are:-
   Year ended December 31,2009


2008Current taxes - PRC

$
1,403,897


$
1,206,713Deferred taxes


89,658



16,206$
1,493,555


$
1,222,919
   Deferred tax assets as of December 31, 2009 and 2008 composed of the following:-
  As of December 31,The PRC

2009


2008Current deferred tax assets :Decelerated amortization of land use rights

$
-


$
,608Decelerated amortization of intangible assets


4,395



2,200Provision of expenses


72,378



26,835$
76,772


$
31,643Non-current deferred tax assets :Accelerated amortization of intangible assets

$
18,679


$
(4,951
)Provision of expenses


4,091



13,928$
22,770


$
8,977Current deferred tax liabilitiesRental expenses capitalized in inventory

$
(148,581
)

$
-
  5.
Earnings per share
  The basic and diluted earnings per share are 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 fiscal year ended December 31, 2009 is based on the net income for the period and the weighted average number of 17,289,953.  This includes the adjustment for the preferred shares outstanding of 5,101 convertible into common shares of 5,101,000 and the conversion of warrants into common stock in the last quarter of the year.
  18
 
 Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US dollars)
  6.Inventories

December 31,


December 31,2009


2008Raw materials

$
124,131


$
101,280Work-in-progress


1,022,630



294,798Finished goods


56,728



35,491$
1,203,490


$
431,569
   7. Intangible assets

December 31,


December 31,2009


2008Technologies

$
871,680


$
286,065Software


3,179



3,183874,859



289,248Accumulated amortization


(193,544
)


(130,089
)Net

$
681,315


$
159,159
  The technologies were purchased from third parties for producing products - Solanesol, Organic Green Barley Supplements (Paiqianshu) and Q10 Health Supplements. The application for related patent is in process and has been initially accepted by the relevant government department.
  During the periods ended December 31, 2009 and 2008, amortization charge was $63,631 and $39,546 respectively. The estimated aggregate amortization expenses for intangible assets for the five succeeding years are as follows:
  Year ending December 31,2010

$
105,3842011


104,7482012


104,7482013


104,7482014


104,748$
524,376
  19
  Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US Dollars)
  8.Property, plant and equipment

December 31,


December 31,2009


2008Cost:Buildings

$
1,926,273


$
1,928,892Plant and machinery


1,245,877



860,407Office equipment


110,816



97,514Motor vehicles


108,579



92,8513,391,545



2,979,664Accumulated depreciation


(769,751
)


(546,505
)2,621,794



2,433,159Construction in progress


885,744



710,908Net

$
3,507,538


$
3,144,067
  Construction in progress mainly comprises of capital expenditure for construction of the Company’s new office and machinery.
  During the reporting periods, depreciation is included in:
  Twelve months endedDecember 312009


2008Cost of sales

$
131,060


$
116,137Administrative and R&D expenses


92,833



90,455Total

$
223,892


$
206,592
  Certain property, plant and equipment of net book value of $2,352,712 have been pledged for the loans granted to the Company (Note 14).
   9.Land use rights

December 31,


December 31,2009


2008Land use rights

$
1,122,540


$
7,901,606Accumulated amortization


(122,112
)


(60,392
)$
1,000,428


$
7,841,214
  The carrying amount of land use rights as of December 31, 2009 comprises two land use rights, which were acquired for building factories and offices, with carrying amounts of $92,638 and $907,790 respectively.
  20
  Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US Dollars)
  9.
Land use rights (Cont’d)
  The legal title of the first land use right with carrying amount of $92,638 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 twelve months ended December 31, 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. $5,834,519 representing the carrying value for the land use rights of $6,779,444 less outstanding land use rights payable of $944,925(Note 12), has been transferred to prepayments for the new land leases. The new operating leases commenced on July 1, 2009 and will be paid over a 30 year period.
  During the twelve months ended December 31, 2009 and 2008, amortization charge was $61,776 and $22,971 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 31,2010

$
22,4512011


22,4512012


22,4512013


22,4512014


22,451$
112,254
  10.
Prepayments of operating lease
  The prepayments represent the carrying value less outstanding land use rights payable of $5,834,519 of the land use rights transferred under the new operating leases (Note 9) and further payments of $4,378,995 made during the twelve months ended December 31, 2009 for other pieces of land to promote the Company’s newer product portfolio such as fertilizers and pesticides. The lower cost of raw materials will fully or partially offset the cost for the new operating leases.
  11.
Available-for-sale securities
  The amount represents 5,024,038 shares of ONE’s common stock (a 4.9% interest) issued to the Company pursuant to the Preferred Share Purchase Agreement, of which 35% of these share were deposited in an escrow (Note 1).
  There were limited trading transactions of ONE’s shares in the market during the past months and the fair value of ONE’s common stock held by the Company as of December 31, 2009 was determined by the management. The inputs into the determination of fair value require significant management judgment and estimation.
  The management determined the fair values of the ONE’s shares as of December 31, 2009 approximated their carrying value and no fair value changes had therefore been recognized.
  21
  Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US Dollars)
  12.Other payables and accrued expenses

December 31,


December 31,2009


2008Rental payable

$
-


$
1,834Salaries payable


71,337



59,497Other accrued expenses


311,037



61,707Value-added tax payable


158,997



134,078Land use rights payable


-



1,004,895$
541,371


$
1,262,011
  As detailed in note 9 to the consolidated financial statements, the Company has made an arrangement with the government to move part of the land use rights to promote its newer product portfolio. The Company has no further payment obligations regarding the land use rights.
  13.
Amounts due to a related party and a stockholder
  The amounts are interest-free, unsecured and repayable on demand.
  14.
Secured loans from a financial institution
  The Company has negotiated two loans, both of which carry interest at the annual rate of 7.434%.
  The loan of $659,224 is secured by a guarantee put up by a guarantee company. In return, the Company has pledged its plant and equipment with carrying value of $750,592 and paid a counter guarantee of $146,451 to the guarantee company.  The guarantee charges payable to the guarantee company are calculated at 1.8% per annum on the loan.
  The other loan of $1,201,307 is secured by the Company’s property with carrying value of $1,905,144.
  15.
Convertible loan payable
  On June 22, 2009, the Company obtained $300,000 financing from ONE for general corporate and working capital purposes. The financing was in the form of convertible loan that carries interest at a rate of 10% per annum. Interest was accrued commencing from September 1, 2009 and shall continue to accrue on a daily basis until payment in full of the funding. The first repayment of $75,000 will be due on December 1, 2009 and the unpaid balance together with all accrued and unpaid interest thereon shall be due and payable on September 1, 2010 or later with a minimum payment of 1.5 times of the loan. The settlement may be convertible at the election of ONE into shares of the Company common stock at a price of $0.5 per share.
  Since the convertible loan has beneficial conversion features, the conversion option of $165,000, valued separately by its intrinsic value, is recorded as an increase to additional paid-in capital and $135,000 is recognized as convertible loan. The conversion option will be amortized into interest expense over the loan term. $55,000 of the loan discount has been recognized as interest expense during the current period.
  22
  Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US Dollars)
  16.           Common stock and preferred stock
  Common stock
  On January 15, 2009, the Company issued 404,000 shares of its common stock to several management personnel of the Company in return for their services rendered (Note 18).  On the same day, the Company issued 763,700 shares of its common stock pursuant to the exercise of 763,700 warrants with an exercise price of $0.001 per share previously granted to certain consultants (Note 18). The Company received proceeds of $764.
  Series A preferred stock
  The Company is authorized under its Articles of Incorporation to issue 10,000,000 shares of Series A preferred stock with a par value of $0.001 per share. Each share of the Company’s preferred stock provided the holder with the right to vote 1,000 votes on all matters submitted to a vote of the shareholders of the Company and be convertible into 1,000 shares of the Company’s common stock. The preferred stock is non-participating and carries no dividend.
  17.
Statutory reserve
  The Company’s statutory reserve comprise statutory reserve fund of Sanming Huajian. In accordance with the relevant laws and regulations of the PRC, Sanming Huajian and Fujian Green Planet are required to set aside at least 10% of their after-tax net profit each year, if any, to fund the statutory reserve until the balance of the reserve reaches 50% of their respective registered capital. The statutory reserve is not distributable in the form of cash dividends and can be used to make up cumulative prior year losses.
  18.
Stock-based compensation
  During the twelve month periods endedDecember 31, 2009, the Company recognized total non-cash stock-based compensation of $13,130 in connection with 404,000 shares of common stocks issued to several management personnel of the Company in return for their services rendered (Note 16). $12,318, $487 and $325 of the stock-based compensation were charged to the statement of income and comprehensive income as administrative expenses, research and development expenses and selling expenses respectively.
  The Company granted certain consultants warrants to purchase in aggregate 5,578,333 shares of its common stock in year 2008. The exercise price of 4,718,333 warrants granted in October 2008 is $0.001 while the remaining 860,000 warrants granted in December 2008 is $0.01. All warrants were fully vested on the date of grant and will expire in 5 years from the respective date of grant.
  The aggregate fair value of the warrants granted was $169,739 at the dates of grant, which was determined using the Black-Scholes option valuation model with the following assumptions: risk-free interest rate of 3.61% to 4.56%, volatility of 60%, nil expected dividends and expected life of 5 years. The Company recognized the total charge of $169,739 in the statement of income and comprehensive income during the year ended December 31, 2008.
  23
  Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US Dollars)
  18.
Stock-based compensation (Cont’d)
  The warrants activity during the fiscal year ended December 31, 2009 is as follows:
  Number of warrantsOutstanding








Outstandingas of





Granted/


as ofExercise


January





forfeited/


DecemberMonth of grant

price



1, 2009


Exercised


cancelled



31, 2009October 2008

$
0.001



4,718,333



(4,320,734
)


(245,000
)


152,999December 2008

$
0.01



860,000



(860,000
)


-



-5,578,333



(5,180,734
)


(245,000
)


152,999
  19.
Defined contribution plan
  Pursuant to the relevant PRC regulations, the Company is required to make contributions at a rate of 29% of the average salaries for the latest fiscal year-end of Fujian Province to a defined contribution retirement scheme organized by a state-sponsored social insurance plan in respect of the retirement benefits for the Company’s employees in the PRC. The only obligation of the Company with respect to retirement scheme is to make the required contributions under the plan.  No forfeited contribution is available to reduce the contribution payable in the future years.  The defined contribution plan contributions were charged to the statement of income and comprehensive income.
  The Company contributed $47,803, and $45,323 to the scheme for the twelve month periods ended December 31, 2009 and 2008 respectively.
  20.
Commitments and contingencies
  (a)           Capital commitments
  (i)
As of December 31, 2009 and December 31, 2008, the Company had capital commitment of $262,117 and $53,545 respectively in respect of the acquisition of property, plant and equipment that were contracted but not provided for in the financial statements.
  (ii)
As of December 31, 2009 and December 31, 2008, the Company had capital commitment of $161,151 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.
  24
  Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US Dollars)
  20.
Commitments and contingencies (Cont’d)
  (b)           Operating lease arrangements
  As of December 31, 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 over the life of the leases as of December 31, 2009 were $53,063,164. The main part of the 30 year payments, approximately $53,056,543, pertains to the Company’s use of the operating land lease for the new product portfolio.
 The lower cost of raw materials will fully or partially offset the cost for the new operating land lease.
  (c)           Escrow agreement
  The Company has deposited 35% of the ONE’s shares issued to it pursuant to the Preferred Share Purchase Agreement to an escrow account (Note 1). In the event the Company’s EBITDA for fiscal year 2009 is less than the Company’s EBITDA for fiscal 2008, the number of shares of ONE’s stock issued to the Company shall be proportionately reduced.
  21.
Segment information
  The Company uses the “management approach” in determining reportable operating segments.  The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments.  The Company is solely engaged in the manufacture, marketing, sale and distribution of extracts from tobacco leaves residues. Since the nature of the products, their production processes, the type of their customers and their distribution methods are substantially similar, management considers they are as a single reportable segment under SFAS 131 “Disclosures about Segments of an Enterprise and Related Information”.
  All of the Company’s long-lived assets and revenues classified based on customers are located in the PRC.
  22.
Related party transactions
  Apart from the transactions as disclosed in notes 3, 13 and 15 to the consolidated financial statements, during the twelve-month periods ended December 31, 2009 and 2008, the Company paid rental expenses of $4,709 and $3,460 respectively to a related company in which a stockholder, who is also the director of the Company, has a beneficial interest.
  25
  Green Planet Bioengineering Co., Ltd.
 Notes to Consolidated Financial Statements
 (Stated in US Dollars)
  23.
Subsequent event
  Fujian Green Planet Bioengineering Co., Ltd. must receive 15% of its total registered capital of $2.0MM (“License Payment”) by 3 months of effectiveness of business license, and the remaining $1.7MM by two years from effectiveness of business license in order to maintain the validity of its business license and its certificate of approval to exist as a wholly foreign-owned entity (WFOE) in the PRC issued by the Fujian Provincial Municipal Government and the Sanming Administration for Industry and Commerce, respectively. This license and approval would become invalid and be immediately cancelled if Fujian Green Planet Bioengineering Co., Ltd. was to fail to make timely payment of the first installment of its registered capital, in which case we could cease to have any claim to control Sanming Huajian Bio-Engineering Co., Ltd. under PRC law. The Companyhas applied for an extension of the contribution period to December 31, 2009 with the relevant government bureau and contributed $300,000 to Fujian Green Planet Bioengineering Co., Ltd. on September 7, 2009 to satisfy the initial license payment requirement. The Company has as of to date, on February 19, 2010, paid $1,700,000 and fully satisfied the business license requirement.