SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-KSB/A
 ( Amendment
No. 2 )
  (Mark
One)
  x
              ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the fiscal year ended December 31, 2007
  o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
transition period from ___________ to ___________
  Commission
File No. 000-51878
  GREEN
PLANET SOLUTIONS, INC.
 (Name of
small business issuer in its charter)
  DELAWARE(State
      or other jurisdiction of
                incorporation
      or organization)
              (IRS
      Employer Identification No.)777
      East Atlantic Avenue C2-287, Delray Beach, Florida
              33483(Address
      of principal executive offices)
              (Zip
      Code)
  (561)
450-5428
 (Registrant’s
telephone number, including area code)
  Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
              Name
      of each exchange on which registered:None
              NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $.001
                (Title
      of class)
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during he
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
 Yesx       Noo
  Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
 Yesx       Noo
  Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. o
  Revenues
for year ended December 31, 2007: $0
  Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of March 3, 2008, was: $0
  Number of
shares of the registrant’s common stock outstanding as of March 3, 2008 was:
100,000
  Transitional Small Business Disclosure
Format:   YesoNox
   
   Explanatory
Note
  This
Annual Report on Form 10-KSB/A is filed as an amendment to the Annual Report on
Form 10-KSB/A filed by Green Planet Solutions, Inc. (the “Company”) on July
28 , 2008 (the “Original 10-KSB”). The Company is amending Item 8(a)
(Controls and Procedures) to conclude that our disclosure controls and
procedures are not effective because we failed to include our Management’s
Report on Internal Control over Financial Reporting which was a failure to
comply with the required disclosures under provisions of Item 308 in
Regulation S-K.
       
 
  TABLE
OF CONTENTS
  PART
      I
              
              1ITEM
      1.
              DESCRIPTION
      OF BUSINESS
              1ITEM
      2.
              DESCRIPTION
      OF PROPERTY
              1ITEM
      3.
              LEGAL
      PROCEEDINGS
              1ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
              1PART
      II
              
              2ITEM
      5.
              MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
              2ITEM
      6.
              MANAGEMENT’S
      DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
              3ITEM
      7.
              FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
              4ITEM
      8.
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURES
              5ITEM
      8A.
              CONTROLS
      AND PROCEDURES
              5PART
      III
              
              5ITEM
      9.
              DIRECTORS
      AND EXECUTIVE OFFICERS OF THE REGISTRANT
              5ITEM
      10.
              EXECUTIVE
      COMPENSATION
              6ITEM
      11.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
              7ITEM
      12.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
              7PART
      IV
              
              7ITEM
      13.
              EXHIBITS
      LIST AND REPORTS ON FORM 8-K
              7ITEM
      14.
              PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
              8SIGNATURES
              
              8
    i
  
  
   
 
 PART
I
  ITEM
1. DESCRIPTION OF
BUSINESS
  General
  Green
Planet Solutions, Inc. was incorporated on December 9, 2005 as 4302, Inc., under
the laws of the State of Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions. We have been
in the developmental stage since inception and have no operations to date other
than issuing shares to our original shareholder.
  On
November 24, 2006 (the “Effective Date”), pursuant to the terms of a Stock
Purchase Agreement, Herbert Schaffer purchased 100,000 shares of the issued and
outstanding common stock of Green Planet Solutions Corporation (the “Company”)
from Michael Raleigh, the sole officer, director and shareholder of the Company.
The total of 100,000 shares represents all of the shares of outstanding common
stock of the Company. In connection with the change in control, the Company
changed its executive offices to 777 East Atlantic Avenue C2 - 287, Delray
Beach, FL 33483. The Company also changed its business to the
following:
 
 Green
Planet Solutions Corporation was developed to acquire unique technologies used
in the processing of fruit, vegetable, and other organic biomass with the intent
of mining the valuable extracts for sale to applicable industries, while
reducing or eliminating toxic pollutants to enhance the environment. Organic
matter such as crop biomass and residue when processed using the proprietary
Green Planet Solutions using the proprietary Green Planet Solutions generates
beneficial by-products that provide significant environmental benefits such as
ethanol and biodiesel fuel, organic paper, nutriceutical products, cellulose
products, and essential oils, as well as other valuable human consumable
by-products. Prior to the introduction of the Green Planet processes,
conventional methods of eliminating plant waste by-products involved burning or
landfill dumping which are extremely harmful to the environment.
 
 The
Company’s flagship technology involves a molecular separation procedure that
processes dry ingredients, reduces the size of the material to 5-50 microns,
separating the output by specific molecular weights, sorting into homogenous
materials. By separating various components of agricultural materials (protein,
starch, fiber, etc.) the technology offers versatility and economic gains for
processors as well as back-end economic and environmental advantages. The
technology also has many possible applications for both organic and non-organic
products such as sugar substitutes, pet litter, and orange peel oil for cleaning
products and fragrances.
 
 The
Company will launch both a pineapple extraction process and a citrus extraction
project. Each of these projects introduces distinct Green Planet Solutions
technologies which effectively utilize the discarded portion of the pineapple
and citrus products to efficiently extract valuable derivatives.
  Employees
  We have
no full time employees. Our president has agreed to allocate a portion of his
time to the activities of the Company, without compensation.
 
 ITEM
2.  DESCRIPTION OF
PROPERTY
  We have
no properties and at this time have no agreements to acquire any properties. We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.
 
 ITEM
3.  LEGAL
PROCEEDINGS
  We are
not presently parties to any litigation, nor to our knowledge and belief is any
litigation threatened or contemplated.
  ITEM
4.  SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS
  None.
  
  1
  
 PART
II
  ITEM
5. MARKET FOR COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
  No Public Market for Common
Stock
  There is
no trading market for our Common Stock at present and there has been no trading
market to date. There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.
  The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a “penny stock,” for purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person’s account for transactions in penny
stocks and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person’s account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person; and (ii)
make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
  Holders
  There is
one holder of our Common Stock. The issued and outstanding shares of our Common
Stock were issued in accordance with the exemptions from registration afforded
by Section 4(2) of the Securities Act of 1933.
  Dividends
  Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.
  Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
  Recent Sales of Unregistered
Securities
  On
December 9, 2005, we issued 100,000 shares to Michael Raleigh for services
rendered as our founder. Such shares were issued in reliance on an exemption
from registration under Section 4(2) of the Securities Act of 1933. These shares
of our common stock qualified for exemption under Section 4(2) of the Securities
Act of 1933 since the issuance shares by us did not involve a public offering.
The offering was not a “public offering” as defined in Section 4(2) due to the
insubstantial number of persons involved in the deal, size of the offering, and
manner of the offering and number of shares offered. We did not undertake an
offering in which we sold a high number of shares to a high number of investors.
In addition, Herbert Schaffer had the necessary investment intent as required by
Section 4(2) since he agreed to and received a share certificate bearing a
legend stating that such shares are restricted pursuant to Rule 144 of the 1933
Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a “public
offering.” Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.
 
 On
November 24, 2006, Herbert Schaffer purchased the 100,000 shares from Michael
Raleigh pursuant to an exemption from registration at Section 4(2) of the
Securities Act of 1933.
  Equity Compensation Plan
Information
  The
following table sets forth certain information as of April 2, 2007, with respect
to compensation plans under which our equity securities are authorized for
issuance:
 
    2
    (a)
              (b)
              (c)_________________
              _________________
              _________________Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
              Weighted-average
      exercise price of outstanding options, warrants and rights
              Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))Equity
      compensation
              NonePlans
      approved bySecurity
      holdersEquity
      compensation
              NonePlans
      not approvedBy
      security holdersTotal
   ITEM
6.  MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
  Plan of
Operation
  The
Company’s flagship technology involves a molecular separation procedure that
processes dry ingredients, reduces the size of the material to 5-50 microns,
separating the output by specific molecular weights, sorting into homogenous
materials. By separating various components of agricultural materials (protein,
starch, fiber, etc.) the technology offers versatility and economic gains for
processors as well as back-end economic and environmental advantages. The
technology also has many possible applications for both organic and non-organic
products such as sugar substitutes, pet litter, and orange peel oil for cleaning
products and fragrances.
 
 The
Company will launch both a pineapple extraction process and a citrus extraction
project. Each of these projects introduces distinct Green Planet Solutions
technologies which effectively utilize the discarded portion of the pineapple
and citrus products to efficiently extract valuable derivatives.
 
 Results of
Operation
  The
Company did not have any operating income from inception (December 9, 2005)
through December 31, 2007, the registrant recognized a net loss of $800 in 2006
and $3,000 in 2007. Some general and administrative expenses from inception were
accrued. Expenses from inception were comprised of costs mainly associated with
legal, accounting and office.
 
 Liquidity and Capital
Resources
  At
December 31, 2007 the Company had no capital resources and will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses.
 
 
 
 
  3
  
 
 
 ITEM
7.  FINANCIAL
STATEMENTS
  
 
 Green
Planet Solutions, Inc., Inc.
 (a
development stage company)
 
 FINANCIAL
STATEMENTS
   
  4
  
 GREEN
PLANET SOLUTIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 FINANCIAL
STATEMENTS
  AS
OF DECEMBER 31, 2007
 
 
 
 GREEN
PLANET SOLUTIONS, INC.
 (a
development stage company)
 Financial
Statements Table of Contents
  FINANCIAL
      STATEMENTS
                      Page
      #Report of
      Independent Registered Auditor
                      F-1Balance
      Sheet
                      F-2Statement of
      Operations and Retained Deficit
                      F-3Statement of
      Stockholders Equity
                      F-4Cash Flow
      Statement
                      F-5Notes to the
      Financial Statements
                      F-6
  
 
 Report of Independent
Registered Public Accounting Firm
  
 We have
audited the accompanying balance sheets of Green Planet Solutions, Inc. as of
December 31, 2007 and December 31, 2006 and the related statements of
operations, stockholders’ equity, and cash flows for the twelve months then
ended. These financial statements are the responsibility of company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
 
 We
conducted our audit in accordance with standards of The Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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 statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Green Planet Solutions, Inc. at
December 31, 2007 and December 31, 2006 and the results of its operations and
its cash flows for the twelve months then ended in conformity with U.S.
Generally Accepted Accounting Principles.
   Gately
& Associates, L.L.C.
 Altamonte
Springs, FL
 February
25, 2008
  F-1
  GREEN
      PLANET SOLUTIONS, INC.(a
      development stage company)BALANCE
      SHEETAs
      of December 31, 2007 and December 31, 2006ASSETSCURRENT
      ASSETS
                  
                  12/31/2007
                  
                  
                  12/31/2006Cash
                  
                  $
                  -
                  
                  
                  $
                  -Total
      Current Assets
                  
                  
                  -
                  
                  
                  
                  -TOTAL
      ASSETS
                  
                  $
                  -
                  
                  
                  $
                  -LIABILITIES AND STOCKHOLDER'S
      EQUITYCURRENT
      LIABILITIESAccrued
      Expenses
                  
                  $
                  4,750
                  
                  
                  $
                  1,750Total
      Current Liabilities
                  
                  
                  4,750
                  
                  
                  
                  1,750TOTAL
      LIABILITIES
                  
                  
                  4,750
                  
                  
                  
                  1,750STOCKHOLDER'S
      EQUITYPreferred
      Stock - Par value $0.001;Authorized:
      10,000,000None
      issues and outstanding
                  
                  
                  -
                  
                  
                  
                  -Common
      Stock - Par value $0.001;Authorized:
      100,000,000Issued
      and Outstanding: 100,000
                  
                  
                  100
                  
                  
                  
                  100Additional
      Paid-In Capital
                  
                  
                  -
                  
                  
                  
                  -Accumulated
      Deficit
                  
                  
                  (4,850
                  )
                  
                  
                  (1,850
                  )Total
      Stockholder's Equity
                  
                  
                  (4,750
                  )
                  
                  
                  (1,750
                  )TOTAL
      LIABILITIES STOCKHOLDER'S AND EQUITY
                  
                  $
                  -
                  
                  
                  $
                  -
  The
accompanying notes are an integral part of these financial
statements.
   F-2
  GREEN
      PLANET SOLUTIONS, INC.(a
      development stage company)STATEMENT
      OF OPERATIONSFor
      the twelve months ending December 31, 2007 and 2006from
      inception (December 9, 2005) through December 31, 200712
      MONTHS
                  
                  
                  12
      MONTHS
                  
                  
                  FROMENDING
                  
                  
                  ENDING
                  
                  
                  INCEPTION12/31/2007
                  
                  
                  12/31/2006
                  
                  
                  TO
      12/31/07REVENUE
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -COST OF
      SERVICES
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -GROSS PROFIT OR
      (LOSS)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -GENERAL AND
      ADMINISTRATIVE
                  
                  
                  3,000
                  
                  
                  
                  800
                  
                  
                  
                  4,850NET INCOME
      (LOSS)
                  
                  
                  (3,000
                  )
                  
                  
                  (800
                  )
                  
                  
                  (4,850
                  )ACCUMULATED DEFICIT,
      BEGINNING
                  
                  
                  (1,850
                  )
                  
                  
                  (400
                  )
                  
                  
                  -ACCUMULATED DEFICIT,
      ENDING
                  
                  $
                  (4,850
                  )
                  
                  $
                  (1,200
                  )
                  
                  $
                  (4,850
                  )Earnings (loss) per
      share
                  
                  $
                  (0.03
                  )
                  
                  $
                  (0.01
                  )Weighted average
      common shares
                  
                  
                  100,000
                  
                  
                  
                  100,000
  The accompanying notes are
an integral part of these financial statements.
   F-3
  GREEN
      PLANET SOLUTIONS, INC.(a
      development stage company)STATEMENT
      OF STOCKHOLDERS' EQUITYFrom
      inception (December 9, 2005) through December 31, 2007COMMON
                  
                  
                  ACCUM.
                  
                  
                  TOTALSHARES
                  
                  
                  STOCK
                  
                  
                  DEFICIT
                  
                  
                  EQUITYStock
      issued on acceptance
                  
                  
                  100,000
                  
                  
                  $
                  100
                  
                  
                  $
                  -
                  
                  
                  $
                  100of
      incorporation expensesDecember
      9, 2005Net
      Income (Loss)
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (400
                  )
                  
                  
                  (400
                  )Total,
      December 31, 2005
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  (400
                  )
                  
                  
                  (300
                  )Net
      Income (Loss)
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (1,450
                  )
                  
                  
                  (1,450
                  )Total,
      December 31, 2006
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  (1,850
                  )
                  
                  
                  (1,750
                  )Net
      Income (Loss)
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (3,000
                  )
                  
                  
                  (3,000
                  )Total,
      December 31, 2007
                  
                  
                  100,000
                  
                  
                  $
                  100
                  
                  
                  $
                  (4,850
                  )
                  
                  $
                  (4,750
                  )
  The accompanying notes are
an integral part of these financial statements.
   F-4
  GREEN
      PLANET SOLUTIONS, INC.(a
      development stage company)STATEMENTS
      OF CASH FLOWSFor
      the twelve months ending December 31, 2007 and 2006from
      inception (December 9, 2005) through December 31, 200712
      MONTHS
                  
                  
                  12
      MONTHS
                  
                  
                  FROMENDING
                  
                  
                  ENDING
                  
                  
                  INCEPTIONCASH FLOWS FROM
      OPERATING ACTIVITIES
                  
                  12/31/2007
                  
                  
                  12/31/2006
                  
                  
                  TO
      12/31/07Net income (loss)
                  
                  $
                  (3,000
                  )
                  
                  $
                  (800
                  )
                  
                  $
                  (4,850
                  )Stock issued as compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100Increase
      (Decrease) in Accrued Expenses
                  
                  
                  3,000
                  
                  
                  
                  800
                  
                  
                  
                  4,750Total
      adjustments to net income
                  
                  
                  3,000
                  
                  
                  
                  800
                  
                  
                  
                  4,850Net
      cash provided by (used in) operating activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH FLOWS FROM
      INVESTING ACTIVITIESNone
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      cash flows provided by (used in) investing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH FLOWS FROM
      FINANCING ACTIVITIESNone
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      cash flows provided by (used in) financing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH
      RECONCILIATIONNet
      increase (decrease) in cash
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Cash
      - beginning balance
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH BALANCE - END OF
      PERIOD
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
  The accompanying notes are
an integral part of these financial statements.
   F-5
  Green
Planet Solutions Corporation
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 
 
 1.   Summary of significant accounting
policies:
 
 Industry:
  Green
Planet Solutions Corporation (the Company), a Company incorporated in the state
of Delaware as of December 9, 2005 plans to locate and negotiate with a business
entity for the combination of that target company with The Company. The
combination will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will wish to
structure the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended. No assurances can be given that The Company will be successful
in locating or negotiating with any target company.
 
 The
Company has been formed to provide a method for a foreign or domestic private
company to become a reporting ("public") company whose securities are qualified
for trading in the United States secondary market.
 
 The
Company has adopted its fiscal year end to be December 31.
 
 Results
of Operations and Ongoing Entity:
  The
Company is considered to be an ongoing entity for accounting purposes; however,
there is substantial doubt as to the Company's ability to continue as a going
concern. The Company's shareholders fund any shortfalls in The Company's cash
flow on a day to day basis during the time period that The Company is in the
development stage.
 
 Liquidity
and Capital Resources:
  In
addition to the stockholder funding capital shortfalls; The Company anticipates
interested investors that intend to fund the Company's growth.
 
 Cash
and Cash Equivalents:
  The
Company considers cash on hand and amounts on deposit with financial institutions
which have original maturities of three months or less to be cash and cash
equivalents.
 
 Basis
of Accounting:
  The
Company's financial statements are prepared in accordance with U.S. generally
accepted accounting principles.
 
  F-6
  
 Income
Taxes:
  The
Company utilizes the asset and liability method to measure and record deferred
income tax assets and liabilities. Deferred tax assets and liabilities reflect
the future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax rates that apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Deferred tax assets are reduced by a valuation
allowance when in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. At this
time, The Company has set up an allowance for deferred taxes as there is no
company history to indicate the usage of deferred tax assets and
liabilities.
 
 Fair
Value of Financial Instruments:
  The
Company's financial instruments may include cash and cash equivalents, short-term
investments, accounts receivable, accounts payable and liabilities to banks and
shareholders. The carrying amount of long-term debt to banks approximates fair
value based on interest rates that are currently available to The Company for
issuance of debt with similar terms and remaining maturities.  The
carrying amounts of other financial instruments approximate their fair value
because of short-term maturities.
 
 Concentrations
of Credit Risk:
  Financial
instruments which potentially expose The Company to concentrations of credit
risk consist principally of operating demand deposit accounts. The Company's
policy is to place its operating demand deposit accounts with high credit
quality financial institutions. At this time The Company has no deposits that
are at risk.
 
 2.   Related Party Transactions and Going
Concern:
 
 The
Company's financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. At
this time The Company has not identified the business that it wishes to engage
in.
 
 The
Company's shareholder funds The Company's activities while The Company takes
steps to locate and negotiate with a business entity for combination; however,
there can be no assurance these activities will be successful.
 
 3.   Accounts Receivable and Customer
Deposits:
 
 Accounts
receivable and Customer deposits do not exist at this time and therefore have no
allowances accounted for or disclosures made.
 
 
 F-7
 
 4.   Use of Estimates:
 
 Management
uses estimates and assumptions in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenue and
expenses. Management has no reason to make estimates at this time.
 
 5.   Revenue and Cost
Recognition:
 
 The
Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.
 
 6.   Accrued Expenses:
 
 Accrued
expenses consist of accrued legal, accounting and office costs during this stage
of the business.
 
 7.   Operating Lease
Agreements:
 
 The
Company has no agreements at this time.
 
 8.   Stockholder's Equity:
 
 Preferred
stock includes 10,000,000 shares authorized at a par value of $0.001, of which
none are issued or outstanding.
 
 Common
Stock includes 100,000,000 shares authorized at a par value of $0.001, of which
100,000 have been issued for the amount of $100 on December 31, 2005 in
acceptance of the incorporation expenses for the Company.
 
 9.   Required Cash Flow Disclosure for Interest and
Taxes Paid:
 
 The
company has paid no amounts for federal income taxes and interest. The Company
issued 100,000 common shares of stock to its sole shareholder in acceptance
of the incorporation expenses for the Company.
 
 10.  Earnings Per Share:
 
 Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
 
 
 
 F-8
 
 11.  Income Taxes:
 
 The Company has available
net operating loss carryforwards for financial statement and federal income tax
purposes. These loss carryforwards expire if not used within 20 years from the
year generated. The Company's management has decided a valuation allowance is
necessary to reduce any tax benefits because the available benefits are more
likely than not to expire before they can be used.  These net
operating losses expire as the following, $400 at 2025, $1,450 at 2026, and
$3,000 at 2027.
  The Company has available
net operating loss carry-forwards for financial statement and federal income tax
purposes. These loss carry-forwards expire if not used within 20 years from the
year generated. The Company's management has decided a valuation allowance is
necessary to reduce any tax benefits because the available benefits are more
likely than not to expire before they can be used.
  The Company's management
determines if a valuation allowance is necessary to reduce any tax benefits when
the available benefits are more likely than not to expire before they can be
used.  The tax based net operating losses create tax benefits in the
amount of $970 from inception through December 31, 2007.
  Deferred income taxes
reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial statement purposes and the
amounts used for income tax purposes. Significant components of the Company's
deferred tax liabilities and assets as of December 31, 2007 are as
follows:
 
 Deferred tax assets:
 Federal net operating
loss     $    728
 State net operating
loss           242
 
 Total Deferred Tax
Asset            970
 Less valuation
allowance        (970)
 0
 
 The
reconciliation of the effective income tax rate to the federal statutory rate is
as follows:
 
 
 Federal income tax
rate                   
15.0%
 State tax, net of federal
benefit         5.0%
 Increase in valuation
allowance    (20.0%)
 
 Effective
income tax rate    0.0%
 
 
 
 F-9
    ITEM
8. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  Our
accountant is Gately & Associates, LLC, CPAs, independent certified public
accountants. We do not presently intend to change accountants. At no time have
there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
  ITEM 8A. CONTROLS AND
PROCEDURES
  Evaluation
of disclosure controls and procedures
  Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2007. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are
not effective to ensure that information required to be disclosed by us
in the reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules based on the material weakness described
below:
 
 -
                We
      failed to include the Management’s Report on Internal Control Over
      Financial Reporting in our Form 10-KSB filed on March 5,
      2008.
 
 We are
developing a plan to ensure that all information will be recorded, processed,
summarized and reported accurately, and as of the date of this report, we have
taken the following steps to address the above-referenced material weaknesses in
our internal control over financial reporting:
 
 1.
                We
      have amended the Form 10-KSB/A to include the Management’s Report on
      Internal Controls Over Financial
Reporting;
 
 2.
                We
      will continue to educate our management personnel to comply with the
      disclosure requirements of Securities Exchange Act of 1934 and Regulation
      S-K; and
 
 3.
                Increase
      management oversight of accounting and reporting functions in the
      future.
 MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act.  The Company’s internal control over financial reporting
is designed to provide reasonable assurance to the Company’s management and
Board of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP), including 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 the assets of
the company, (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with US GAAP and that receipts and expenditures are being made only
in accordance with authorizations of management and directors of the company,
and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
  Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission.  Management’s assessment included an evaluation of the
design of our internal control over financial reporting and testing of the
operational effectiveness of our internal control over financial
reporting.  Based on this assessment, Management concluded the Company
maintained effective internal control over financial reporting as of December
31, 2007.
  Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.
  This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
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.
   5
    PART
III
  ITEM
9. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE ACT
  We have
one Director and Officer as follows:
 
 Name
              Age
              Positions
      and Offices HeldHerbert
      Schaffer
              64
              President/Director
 
 Herbert
Schaffer was appointed as a member of the Company’s Board of Directors and as
the Company’s President, Chief Executive Officer, Chief Financial Officer,
Chairman of the Board and Secretary, each as of November 24, 2006.
Mr. Schaffer is 64 years old and brings more than 30 years of executive
management experience to Green Planet Solutions Corporation. Mr. Schaffer
previously worked for Price Waterhouse Coopers. He also operated his own
accounting firm for 15 years. Before joining Green Planet Solutions, Mr.
Schaffer was the Chief Financial Officer at World Telecommunications Company, a
long distance service provider.
  There are
no agreements or understandings for the officer or director to resign at the
request of another person and the above-named officer and director is not acting
on behalf of nor will act at the direction of any other person.
 
 Term of
Office
  Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
  All
officers and directors listed above will remain in office until the next annual
meeting of our stockholders, and until their successors have been duly elected
and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of
Directors.
 
  6
  
 We do not
have any standing committees. Our Board of Directors may in the future determine
to pay Directors’ fees and reimburse Directors for expenses related to their
activities.
  None of
our Officers and/or Directors have filed any bankruptcy petition, been convicted
of or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.
  Audit
Committee
  We do not
have a standing audit committee of the Board of Directors. Management has
determined not to establish an audit committee at present because of our limited
resources and limited operating activities do not warrant the formation of an
audit committee or the expense of doing so. We do not have a financial expert
serving on the Board of Directors or employed as an officer based on
management’s belief that the cost of obtaining the services of a person who
meets the criteria for a financial expert under Item 401(e) of Regulation S-B is
beyond its limited financial resources and the financial skills of such an
expert are simply not required or necessary for us to maintain effective
internal controls and procedures for financial reporting in light of the limited
scope and simplicity of accounting issues raised in its financial statements at
this stage of its development.
  Certain Legal
Proceedings
  No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.
  Compliance With Section
16(A) Of The Exchange Act.
  Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2007.
  Code of
Ethics
  The
company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer.
  ITEM 10.  EXECUTIVE
COMPENSATION
  Compensation of Executive
Officers
 
 The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended December 31, 2007, 2006 and 2005 in all capacities for the accounts
of our executives, including the Chief Executive Officer (CEO) and Chief
Financial Officer (CFO):
 
 SUMMARY
COMPENSATION TABLE
 
 Name
      and Principal Position
              
              
              Year
              
              
              Salary
                ($)
              
              
              Bonus
                ($)
              
              
              Stock
      Awards
                ($)
              
              
              Option
      Awards
                ($)
              
              
              Non-Equity Incentive Plan
      Compensation ($)
              
              
              Non-Qualified
      Deferred Compensation Earnings
                ($)
              
              
              All
      Other Compensation
                ($)
              
              Totals
                ($)Herbert
      Schaffer
                President,
      Chief Executive Officer
              
              
              2007
              
              $
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              $
              0Herbert
      Schaffer
                President,
      Chief Executive Officer
              
              
              2006
              
              $
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              $
              0Michael
      Raleigh, President and Executive Officer,
              
              
              2005
              
              $
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              $
              0Chief
      Financial Officer
 
 
  7
  
 Employment
Agreements
 
 We do not
have any employment agreements in place with our sole officer and
director.
  ITEM
11.  SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  The
following table sets forth each person known by us to be the beneficial owner of
five percent or more of the Company's Common Stock, all directors individually
and all directors and officers of the Company as a group. Except as noted, each
person has sole voting and investment power with respect to the shares
shown.
 
 Name
      and Address of
                Beneficial
      Owner
              Amount
      of
                Beneficial
      Ownership
              Percentage
                of
      ClassHerbert
      Schaffer
              100,000
              100%777
      East Atlantic Avenue C2 - 287Delray
      Beach, FL 33483All
      Executive Officersand
      Directors as a Group
              100,000
              100%(1
      Person)
 
  ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.
  We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.
   PART
IV
 ITEM 13.  EXHIBITS
  Method
      of Filing
              Exhibit
      Number
              Exhibit
      TitleIncorporated
      by reference to Exhibit 3.1 to Form 10SB filed on April 3, 2006 (File No.
      000-51884)
              3.1
              Certificate
      of Incorporation of Green Planet Solutions, Inc., Inc.Incorporated
      by reference to Exhibit 3.2 to Form 10SB filed on April 3, 2006 (File No.
      000-51884)
              3.2
              By-LawsFiled
      with the original Form 10-KSB on March 5, 2008
              14
              Code
      of EthicsFiled
      herewith
              31.1
              Certification
      of Herbert Schaffer pursuant to 18 U.S.C. Section 1350 as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.Filed
      herewith
              32.1
              Certification
      of Herbert Schaffer pursuant to 18 U.S.C. Section 1350 as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.
  
  8
  
 ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND
SERVICES
  Audit
Fees
  For the
Company’s fiscal year ended December 31, 2007, we were billed approximately
$1,000.00 for professional services rendered for the audit of our financial
statements. We were not billed for the review of financial statements included
in our periodic and other reports filed with the Securities and Exchange
Commission for our year ended December 31, 2007.
  Tax Fees
  For the
Company’s fiscal year ended December 31, 2007, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
  All Other
Fees
  The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2007.
  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.
   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, there unto duly authorized.
  Green Planet Solutions,
Inc.
  By:
              /s/
      Herbert SchafferChief
      Executive Officer
                Chief
      Financial Officer
  Dated:October
1,
2008
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
  Name
              Title
              Date/s/ Herbert
      Schaffer
              Chief
      Executive Officer
              October
      1 , 2008Herbert
      Schaffer
              Chief
      Financial Officer,
                and
      Director
    9