**SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
  **FORM
        10-KSB**
  (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, 2006**
  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**
              **None**Securities
                  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.


Yes x   No o




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


Yes x   No o




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, 2006: $0




Aggregate
      market value of the voting common stock held by non-affiliates of the registrant
      as of April 2, 2007, was: $0




Number
      of
      shares of the registrant’s common stock outstanding as of April 2, 2007 was:
      100,000




Transitional
      Small Business Disclosure Format:   Yes o   No x









**TABLE
      OF CONTENTS**




**PART
                I**
            
            1ITEM
                1.
            DESCRIPTION
                OF BUSINESS
            1ITEM
                2.
            DESCRIPTION
                OF PROPERTY
            2ITEM
                3.
            LEGAL
                PROCEEDINGS
            2ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            2**PART
                II**
            
            2ITEM
                5.
            MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            2ITEM
                6.
            MANAGEMENT’S
                DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS
            4ITEM
                7.
            FINANCIAL
                STATEMENTS AND SUPPLEMENTARY DATA
            4ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURES
            4ITEM
                8A.
            CONTROLS
                AND PROCEDURES
            4**PART
                III**
            
            5ITEM
                9.
            DIRECTORS
                AND EXECUTIVE OFFICERS OF THE REGISTRANT
            6ITEM
                10.
            EXECUTIVE
                COMPENSATION
            6ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            7ITEM
                12.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS
            7**PART
                IV**
            
            7ITEM
                13.
            EXHIBITS
                LIST AND REPORTS ON FORM 8-K
            7ITEM
                14.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            9**SIGNATURES**
            
            27








i















**PART
      I**




**ITEM
      1.**   **DESCRIPTION
      OF BUSINESS**




**General**




4302,
      Inc. was incorporated on December 9, 2005 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**




PLEASE
      PROVIDE A PLAN OF OPERATIONS




**Results
      of Operation**




The
      Company did not have any operating income from inception (December 9, 2005)
      through December 31, 2006, the registrant recognized a net loss of $400 in
      2005
      and $1,450 in 2006. 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, 2006 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**











**AS
      OF DECEMBER 31, 2006**








Green
      Planet Solutions, Inc., Inc.


(a
      development stage company)


Financial
      Statements Table of Contents














FINANCIAL
                STATEMENTS
            Page
                #REPORT
                OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
            F-1Balance
                Sheet
            F-2Statement
                  of
                  Operations
            F-3Statement
                of Stockholders Equity
            F-4Cash
                Flow Statement
            F-5Notes
                to the Financial Statements
            F-6














4










Gately
      & Associates, LLC


1248
      Woodridge Court


Altamonte
      Springs, FL 32714


jgately@earthlink.net


Tel
      (407)
      341-6942


Fax
      (407)
      540-9612







**REPORT
      OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT**






The
      Board
      of Directors and Shareholders


Green
      Planet Solutions, Inc.




Gentlemen:




We
      have audited the accompanying balance sheet of Green Planet Solutions, Inc.
      (a
      development stage company) as of December 31, 2006 and 2005 and the related
      statements of operations, stockholder’s equity and cash flows for the twelve
      months ending December 31, 2006, the 22 days ending December 31, 2005 and from
      inception (December 9, 2005) through December 31, 2006. These financial
      statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      the audit.




We
      conducted the audit in accordance with U.S. generally accepted auditing
      standards. These 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 statement presentation.
      We believe that the 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.,
      Inc.
      as of December 31, 2006 and 2005, and the statement of operations and cash
      flows
      for the twelve months ending December 31, 2006, the 22 days ending December
      31,
      2005 and from inception (December 9, 2005) through December 31, 2006, in
      conformity with U.S. generally accepted accounting principles.




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company has suffered losses from
      operations and has a net capital deficiency that raise substantial doubt about
      its ability to continue as a going concern. The financial statements do not
      include any adjustments that might result from the outcome of this uncertainty.




Gately
      & Associates, LLC






March
      15,
      2007






F-1











**Green
                Planet Solutions, Inc., Inc.****(a
                development stage company)****BALANCE
                SHEET****As
                of December 31, 2006 and December 31, 2005****ASSETS****CURRENT
                ASSETS**
            
            **12/31/2006**
            
            **12/31/2005****Cash**
            
            **$**
            **-**
            
            **$**
            **-********Total
                Current Assets**
            
            
            **-**
            
            
            **-********TOTAL
                ASSETS**
            
            **$**
            **-**
            
            **$**
            **-****LIABILITIES
                AND STOCKHOLDERS' EQUITY****CURRENT
                LIABILITIES**Accrued
                Expenses
            
            $
            1,750
            
            $
            300Total
                Current Liabilities
            
            
            1,750
            
            
            300**TOTAL
                LIABILITIES**
            
            $
            1,750
            
            $
            300**STOCKHOLDERS'
                EQUITY**Preferred 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
            
            
            (1,850
            )
            
            (400
            )Total
                Stockholders' Equity
            
            
            (1,750
            )
            
            (300
            )**TOTAL
                LIABILITIES AND EQUITY**
            
            $
            -
            
            $
            -










The
      accompanying notes are an integral part of these financial
      statements.







F-2













**Green
                Planet Solutions, Inc., Inc.****(a
                development stage company)****STATEMENT
                OF OPERATIONS****For
                the twelve months ending December 31, 2006 and****22
                days ending December 31, 2005 and****from
                inception (December 9, 2005) through December 31,
                2006****12
                MONTHS**
            
            **22
                DAYS**
            
            **FROM****ENDING**
            
            **ENDING**
            
            **INCEPTION****12/31/2006**
            
            **12/31/2005**
            
            **TO
                12/31/06****REVENUE**
            
            $
            -
            
            $
            -
            
            $
            -**COST
                OF SERVICES**
            
            
            -
            
            
            -
            
            
            -**GROSS
                PROFIT OR (LOSS)**
            
            
            -
            
            
            -
            
            
            -**GENERAL
                AND ADMINISTRATIVE EXPENSES**
            
            
            1,450
            
            
            400
            
            
            1,850**NET
                INCOME (LOSS)**
            
            
            (1,450
            )
            
            (400
            )
            
            (1,850
            )**ACCUMULATED
                DEFICIT, BEGINNING BALANCE**
            
            
            (400
            )
            
            -
            
            
            -**ACCUMULATED
                DEFICIT, ENDING BALANCE**
            
            $
            (1,850
            )
            $
            (400
            )
            $
            (1,850
            )**Earnings
                (loss) per share**
            
            
            (0.01
            )
            
            (0.00
            )**Weighted
                average number of common shares**
            
            
            100,000
            
            
            100,000




The
      accompanying notes are an integral part of these financial
      statements.








F-3












**Green
                Planet Solutions, Inc., Inc.****(a
                development stage company)****STATEMENT
                OF STOCKHOLDERS' EQUITY****From
                inception (December 9, 2005) through December 31,
                2006****COMMON**
            
            **ACCUM.**
            
            **TOTAL****SHARES**
            
            **STOCK**
            
            **DEFICIT**
            
            **EQUITY**Stock
                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
            )






The
      accompanying notes are an integral part of these financial
      statements.






F-4










**Green
                Planet Solutions, Inc., Inc.****(a
                development stage company)****STATEMENTS
                OF CASH FLOWS****For
                the twelve months ending December 31, 2006 and****22
                days ending December 31, 2005 and****from
                inception (December 9, 2005) through December 31,
                2006****12
                MONTHS**
            
            **22
                DAYS**
            
            **FROM****ENDING**
            
            **ENDING**
            
            **INCEPTION****CASH
                FLOWS FROM OPERATING ACTIVITIES**
            
            **12/31/2006**
            
            **12/31/2005**
            
            **TO
                12/31/06**Net
                income (loss)
            
            $
            (1,450
            )
            $
            (400
            )
            $
            (1,850
            )Stock
                issued as compensation
            
            
            -
            
            
            100
            
            
            100Increase
                (Decrease) in Accrued Expenses
            
            
            1,450
            
            
            300
            
            
            1,750Total
                adjustments to net income
            
            
            1,450
            
            
            400
            
            
            1,850Net
                cash provided by (used in) operating activities
            
            
            -
            
            
            -
            
            
            -**CASH
                FLOWS FROM INVESTING ACTIVITIES**None
            
            
            -
            
            
            -
            
            
            -Net
                cash flows provided by (used in) investing activities
            
            
            -
            
            
            -
            
            
            -**CASH
                FLOWS FROM FINANCING ACTIVITIES**Proceeds
                from capital contributions
            
            
            -
            
            
            -
            
            
            -Proceeds
                from stock issuance
            
            
            -
            
            
            -
            
            
            -**CASH
                RECONCILIATION**Net
                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, Inc., Inc.**


**(a
      development stage company)**


**NOTES
      TO FINANCIAL STATEMENTS**





1. Summary of significant accounting policies:





Industry:





Green
      Planet Solutions, Inc., Inc. (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 once a business
      is
      located.





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




**Green
      Planet Solutions, Inc., Inc.**


**(a
      development stage company)**


**NOTES
      TO FINANCIAL STATEMENTS**





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.








F-7





**Green
      Planet Solutions, Inc., Inc.**


**(a
      development stage company)**


**NOTES
      TO FINANCIAL STATEMENTS**





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.





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.









F-8







**Green
      Planet Solutions, Inc., Inc.**


**(a
      development stage company)**


**NOTES
      TO FINANCIAL STATEMENTS**





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.





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 follow









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, 2006. Based
      on this evaluation, our principal executive officer and principal financial
      officers have concluded that our disclosure controls and procedures are
      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 and forms and that our disclosure and controls are
      designed to ensure that information required to be disclosed by us in the
      reports that we file or submit under the Exchange Act is accumulated and
      communicated to our management, including our principal executive and principal
      financial officers, or persons performing similar functions, as appropriate
      to
      allow timely decisions regarding required disclosure.




**Changes
      in internal controls**




We
      have
      not made any changes to our internal controls subsequent to the Evaluation
      Date.
      We have not identified any deficiencies or material weaknesses or other factors
      that could significantly affect these controls, and therefore, no corrective
      action was taken.




**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
            63
            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 63 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.


5


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,
      2006.




**Code
      of Ethics**




The
      company has adopted a Code of Ethics applicable to its Chief Executive Officer
      and Chief Financial Officer. This Code of Ethics is filed herewith as an
      exhibit.




**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, 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
            
            
            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





6


**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
                Title**Incorporated
                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
                herewith
            14
            Code
                of Ethics31.1
            Certification
                of Herbert Schaffer pursuant to 18 U.S.C. Section 1350 as adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.32.1
            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.




7


**ITEM
      14.**    **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**




**Audit
      Fees**




For
      the
      Company’s fiscal year ended December 31, 2006, 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, 2006.




**Tax
      Fees**




For
      the
      Company’s fiscal year ended December 31, 2006, 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, 2006.




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., Inc.**




By:
            /s*/
                Herbert Schaffer*Chief
                Executive Officer
              Chief
                Financial Officer






Dated:
            April
                2, 2007




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*
              Herbert
                Schaffer
            Chief
                Executive Officer
              Chief
                Financial Officer,
              and
                Director
            April
                2, 2007






8